Offer for Kopane Diamond Developments plc

 

TIDMFDI TIDMKDD 
 
RNS Number : 6900P 
Firestone Diamonds PLC 
21 July 2010 
 

 
 
 
Firestone Diamonds PLC 
21 July 2010 
 
                                                                    21 July 2010 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE 
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OF ANY SUCH JURISDICTION 
 
    Recommended All Share Offer by Firestone Diamonds Plc for Kopane Diamond 
      Developments plc (to be effected by means of a Scheme of Arrangement) 
 
Highlights 
 
·      The boards of Kopane and Firestone are pleased to announce today that 
they have reached agreement on the terms of a unanimously recommended all share 
offer by Firestone for Kopane on the basis of 0.4657 of a New Firestone Share 
for every 1 Kopane Share. 
 
·      The Acquisition is to be effected by means of a scheme of arrangement 
under Part 26 of the Companies Act and values each Kopane Share at 17 pence, 
based on a Firestone share price of 36.5 pence. 
 
·      The Enlarged Group will benefit from a diversified portfolio of 
production, development and exploration stage diamond projects. The portfolio is 
expected to provide cash flow from Firestone's new BK11 kimberlite mine in 
Botswana, significant potential future cash flows from the exploitation of the 
substantial resource that has been identified at the Main Pipe at Kopane's 
Liqhobong Project in Lesotho and from Firestone's Jwaneng Tailings Project in 
Botswana, and significant exploration potential from Firestone's portfolio of 
107 other kimberlites in the Orapa and Tsabong kimberlite fields in Botswana. 
 
·      Liqhobong is believed by the Firestone Directors to be the third largest 
undeveloped kimberlite resource as measured by contained carats and the fourth 
largest as measured by resource tonnage, and is considered by the Firestone 
Directors to be one of the most attractive undeveloped kimberlites in the world. 
 
·      The Acquisition represents: 
 
o  a premium of 33.33 per cent. to the Closing Price of a Kopane Share of 12.75 
pence on 20 July 2010 (being the Business Day prior to this Announcement); 
o  a premium of 44.68 per cent. to the Closing Price of a Kopane Share of 11.75 
pence on 9 February 2010 (being the Business Day prior to the announcement by 
Kopane regarding a possible offer for Kopane); and 
o  a premium of 42.86 per cent. to the volume weighted average price  of a 
Kopane Share of 11.90 pence over the thirty business days preceding the date of 
this Announcement. 
 
·      Based on the current Kopane issued ordinary share capital, the number of 
New Firestone Shares to be issued in connection with the Acquisition will be 
140,413,465. Assuming no further Kopane Shares or Firestone Shares are issued in 
the period between the date of this Announcement and the Effective Date, 
immediately following the Effective Date approximately 52 per cent. of the 
enlarged issued ordinary share capital of Firestone will be held by former 
Kopane Shareholders and approximately 48 per cent. will be held by existing 
Firestone Shareholders. 
 
·      Based on the Kopane Fully Diluted Share Capital, the number of New 
Firestone Shares to be issued in connection with the Acquisition would be 
144,268,053 and were all outstanding Kopane Options to be exercised prior to the 
Effective Date immediately following the Effective Date approximately 53 per 
cent. of the enlarged issued ordinary share capital of Firestone would be held 
by former Kopane Shareholders and approximately 47 per cent. would be held by 
Firestone Shareholders. 
 
·      The Acquisition will be conditional on, amongst other things, the 
approval by Firestone Shareholders and the approval by Kopane Shareholders. 
 
·      The Kopane Directors, who have been so advised by finnCap, consider the 
terms of the Acquisition to be fair and reasonable. In providing its advice, 
finnCap has taken into account the commercial assessments of the Kopane 
Directors. 
 
·      The Firestone Directors, who have been so advised by Evolution 
Securities, consider the terms of the Acquisition to be fair and reasonable. In 
providing its advice, Evolution Securities has taken into account the commercial 
assessments of the Firestone Directors. 
 
·      The Kopane Directors intend unanimously to recommend that Kopane 
Shareholders vote in favour of the Scheme at the Court Meeting and the Kopane 
Resolution at the Kopane General Meeting. 
 
·      The Firestone Directors intend unanimously to recommend that Firestone 
Shareholders vote in favour of the Firestone Resolutions at the Firestone 
General Meeting. 
 
·      None of the Kopane Directors hold any Kopane Shares.  However, Firestone 
has received an irrevocable undertaking to vote in favour of the Scheme at the 
Court Meeting and the Kopane Resolution at the Kopane General Meeting from 
Obtala, a company associated with Francesco Scolaro, the Chairman of Kopane, 
which holds directly and indirectly 48,695,000 Kopane Shares representing 
approximately 16.15 per cent. of Kopane's existing issued ordinary share 
capital.  Firestone has also received irrevocable undertakings to vote in favour 
of the Scheme at the Court Meeting and the Kopane Resolution at the Kopane 
General Meeting from certain other Kopane Shareholders representing, in 
aggregate, approximately 19.58 per cent. of Kopane's existing issued ordinary 
share capital. In total Firestone has received irrevocable undertakings to vote 
in favour of the Scheme at the Court Meeting and the Kopane Resolution at the 
Kopane General Meeting from Kopane Shareholders representing approximately 35.73 
per cent. of Kopane's existing issued ordinary share capital. 
 
·      Firestone and Kopane have received irrevocable undertakings to vote in 
favour of the Firestone Resolutions at the Firestone General Meeting from each 
of the Firestone Directors who hold 2,000,363 Firestone Shares, representing 
approximately 1.56 per cent. of the existing issued share capital of Firestone. 
Firestone and Kopane have also received irrevocable undertakings to vote in 
favour of the Firestone Resolutions at the Firestone General Meeting from 
certain other Firestone Shareholders representing, in aggregate, approximately 
28.27 per cent. of Firestone's existing issued ordinary share capital. In total 
Firestone and Kopane have received irrevocable undertakings to vote in favour of 
the Firestone Resolutions at the Firestone General Meeting from Firestone 
Shareholders representing approximately 29.83 per cent. of Firestone's existing 
issued ordinary share capital. 
 
·      The Scheme Document setting out further details of the Acquisition and 
the procedures to be followed in connection with the implementation of the 
Scheme will be posted to Kopane Shareholders as soon as reasonably practicable. 
The Acquisition is expected to be completed on or about 30 September 2010. 
 
·      For Firestone, the Acquisition constitutes a reverse takeover under the 
AIM Rules and requires Firestone shareholder approval.  An AIM admission 
document setting out further details of the Enlarged Group and convening the 
Firestone General Meeting will be posted to Firestone Shareholders as soon as 
reasonably practicable. 
 
James F Kenny, Chairman of Firestone, commented: 
 
"We are very pleased with the agreement that we have reached with Kopane, which 
the Firestone Board will be unanimously recommending to Firestone shareholders 
for their approval.  Firestone recently became one of only three listed 
kimberlite producers worldwide outside of the major mining companies, and the 
opportunity to acquire a kimberlite with the potential of Liqhobong is one that 
we believe complements our broad portfolio of exploration and development 
projects in Botswana and offers Firestone shareholders very significant 
benefits.  Liqhobong is substantially larger than BK11, is at the final stages 
of a definitive feasibility study, which is the precursor for mine development, 
and is considered by the Firestone Board to be one of the most attractive 
kimberlites that has not yet been commercially developed.  The Firestone Board 
believes that the acquisition of Kopane by Firestone will improve Firestone's 
prospects and enable the Enlarged Group to become one of the leading mid-tier 
diamond producers, with the potential to produce in excess of 1 million carats 
per annum." 
 
Frank Scolaro, Chairman of Kopane, commented: 
 
"We are delighted with the agreement that we have reached with Firestone, which 
the Kopane Board will be unanimously recommending to Kopane shareholders for 
approval.  The Kopane Board believes the value that the Offer from Firestone 
places on Kopane is fair in current market conditions and that the all share 
Offer will afford Kopane shareholders the opportunity of benefiting from the 
attractive growth profile of Firestone's substantially broader asset base of 
diamond projects as well as the likely acceleration of the development of 
Liqhobong through the Enlarged Group's resources and operational capabilities. 
The Kopane Board believes that the synergies that can be achieved by combining 
the two groups will create greater value for shareholders and we look forward to 
an exciting next phase for the Enlarged Group." 
 
 
Expected timetable of principal events 
+--------------------------------------------+-------------------+ 
| Posting of the Scheme Document             |   13 August  2010 | 
+--------------------------------------------+-------------------+ 
| Posting of Firestone Circular              |    13 August 2010 | 
+--------------------------------------------+-------------------+ 
| Firestone GM                               |                 3 | 
|                                            |    September 2010 | 
+--------------------------------------------+-------------------+ 
| Court Meeting                              |  6 September 2010 | 
+--------------------------------------------+-------------------+ 
| Kopane GM                                  | 6 September  2010 | 
+--------------------------------------------+-------------------+ 
| Court hearing to sanction the Scheme       | 27 September 2010 | 
+--------------------------------------------+-------------------+ 
| Reduction Record Time                      |   6.00 p.m. on 28 | 
|                                            |    September 2010 | 
+--------------------------------------------+-------------------+ 
| Court hearing to sanction the Reduction of | 29 September 2010 | 
| Capital                                    |                   | 
+--------------------------------------------+-------------------+ 
| Scheme Record Time                         |   6.00 p.m. on 29 | 
|                                            |    September 2010 | 
+--------------------------------------------+-------------------+ 
| Effective Date of the Scheme               | 30 September 2010 | 
+--------------------------------------------+-------------------+ 
| Cancellation of trading in Kopane Shares   |   8.00 a.m. on 30 | 
| on AIM                                     |    September 2010 | 
+--------------------------------------------+-------------------+ 
| Cancellation of trading in Existing        |   8.00 a.m. on 30 | 
| Firestone Shares on AIM                    |    September 2010 | 
+--------------------------------------------+-------------------+ 
| Admission and recommencement of dealings   |  8.00 a.m. on  30 | 
| on AIM in Existing Firestone Shares and    |    September 2010 | 
| commencement of dealings on AIM in New     |                   | 
| Firestone Shares and crediting of New      |                   | 
| Firestone Shares to CREST accounts         |                   | 
+--------------------------------------------+-------------------+ 
| Latest date for despatch of share          |   21 October 2010 | 
| certificates in respect of New Firestone   |                   | 
| Shares                                     |                   | 
+--------------------------------------------+-------------------+ 
 
The summary forms part of and should be read in conjunction with the full text 
of this Announcement and Appendices.   The Offer will be subject to the 
Conditions and further terms set out in Appendix I to this Announcement. 
Appendix II of this Announcement contains information on sources and bases of 
information used in this Announcement. Appendix III of this Announcement 
contains details of the irrevocable undertakings received by Firestone and 
Kopane in connection with the Acquisition.  Appendix IV defines certain terms 
used in this Announcement (including this summary). 
 
Analyst presentation 
 
Wednesday 21st July 2010 
 
Firestone Diamonds plc will be hosting an analyst presentation today at 2.30pm 
(BST) at Conduit PR's offices; 76 Cannon Street, London EC4N 6AE. 
 
A teleconference facility will also be available to dial into the conference 
call. If you would like to attend the presentation or participate in the 
conference call please contact Jos Simson at [e-mail] or on +44 (0) 207 
429 6603. 
 
A webcast of the presentation will be available on the Company's website after 
4pm today. 
 
Investor lunches 
 
Friday 23rd July & Tuesday 27th July 2010 
 
Firestone Diamonds will be hosting investor lunches for interested parties at 
12.15 on Friday 23rd July and Tuesday 27th July 2010 in the City of London. If 
you would like to attend one of the lunch presentations please contact Emily 
Fenton at [e-mail] or on [phone]. 
 
Investor Contacts: Firestone 
 
Philip Kenny 
+ 44 20 8834 1028 
Tim Wilkes 
[phone] 
 
Investor Contacts: Kopane 
 
Frank Scolaro, Chairman 
James Cable, Finance Director 
[phone] 
 
Evolution Securities, Financial Adviser, Rule 3 Adviser and Corporate Broker to 
Firestone 
 
Simon Edwards / Tim Redfern 
[phone] / 4312 
 
Brewin Dolphin, Nominated Adviser to Firestone 
 
Alexander Dewar / Derrick Lee 
[phone] 
 
finnCap, Financial Adviser, Rule 3 Adviser and Nominated Adviser to Kopane 
 
Matthew Robinson / Sarah Wharry / Ed Frisby 
[phone] 
 
Conduit PR, media contacts for Firestone 
 
Jos Simson / Leesa Peters 
[phone] / [phone] 
 
Threadneedle Communications,media contacts for Kopane 
 
Laurence Read / Beth Harris 
+ 44 20 7653 9850 
 
This Announcement of which the above summary forms part is not intended to, and 
does not, constitute or form any part of an offer to sell or an invitation to 
purchase or subscribe for any securities or the solicitation of any vote for 
approval in any jurisdiction, nor shall there be any sale, issuance or transfer 
of the securities referred to in this Announcement in the United States or any 
jurisdiction in contravention of applicable law. The Offer will be made solely 
on the basis of the Scheme Document, which will contain the full terms and 
conditions of the Acquisition. The Scheme Document will be posted to those 
shareholders able to receive it in due course. Any response in relation to the 
Acquisition should be made only on the basis of the information in the Scheme 
Document. 
 
Kopane Shareholders receiving the formal documentation in relation to the 
Acquisition are advised to read it carefully, once it has been dispatched as it 
will contain important information. 
 
The availability of the Offer to Kopane Shareholders who are not resident in and 
citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are located or of which they are citizens. Such 
persons should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdictions. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
To the extent that the Acquisition is effected by way of the Scheme, the New 
Firestone Shares to be issued to Kopane Shareholders under the Scheme have not 
been, and will not be, registered under the US Securities Act, or under the 
securities laws of any state, district or other jurisdiction of the United 
States, the Republic of South Africa, Singapore, Canada or Japan. 
 
If the Acquisition is carried out by way of a Takeover Offer, it will not be 
made, directly or indirectly, in or into the United States, Republic of South 
Africa, Singapore, Canada or Japan and will not be capable of acceptance from or 
within the United States, Republic of South Africa, Singapore, Canada or Japan. 
Accordingly, copies of this Announcement and all documents relating to the 
Takeover Offer will not be, and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from the United States, Republic of South 
Africa, Singapore, Canada or Japan.  If the Acquisition is carried out by way of 
a Takeover Offer, the New Firestone Shares to be issued in connection with such 
Takeover Offer have not been and will not be registered under the Securities Act 
or under the securities laws of any state, of the United States and subject to 
certain exceptions, the Takeover Offer will not be made in or into the United 
States.  There will be no public offering of the New Firestone Shares in the 
United States and the New Firestone Shares may not be offered, sold or 
delivered, directly or indirectly, in or into the United States, other than 
pursuant to an exemption from the registration requirements of the US Securities 
Act. 
 
These written materials are not an offer of securities for sale in the United 
States.  Securities may not be offered or sold in the United States absent 
registration under the US Securities Act or an exemption therefrom.  Firestone 
has not registered and does not intend to register any of the New Firestone 
Shares under the US Securities Act. 
 
To the extent that the Acquisition is effected by way of the Scheme, it is 
expected that the New Firestone Shares will be issued in reliance upon the 
exemption from the registration requirements of the US Securities Act provided 
by Section 3(a)(10) thereof.  Any offer of New Firestone Shares made by way of 
the Scheme will be made by means of the Scheme Document that may be obtained 
from Kopane which will contain detailed information about the Acquisition, 
Kopane, Firestone and their management, as well as financial and other important 
information.  Any Kopane Shareholder in the United States that is an "affiliate" 
of Firestone under applicable US securities laws either within the 90 days prior 
to the implementation of the Scheme or following implementation of the Scheme 
will be subject to certain restrictions on the sale of New Firestone Shares 
received pursuant to the Scheme. 
 
Evolution Securities and Brewin Dolphin, which are authorised and regulated in 
the United Kingdom by the Financial Services Authority, are acting exclusively 
for Firestone and no-one else in connection with the matters described in this 
Announcement and will not be responsible to anyone other than Firestone for 
providing the protections afforded to clients of Evolution Securities or Brewin 
Dolphin or for providing advice in relation to the Acquisition or any other 
matter described in this Announcement. 
 
finnCap, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Kopane and no-one else 
in connection with the matters described in this Announcement and will not be 
responsible to anyone other than Kopane for providing the protections afforded 
to clients of finnCap nor for providing advice in relation to the Acquisition or 
any other matter described in this Announcement. 
 
The Firestone Directors accept responsibility for all the information contained 
in this Announcement except for that information for which the Kopane Directors 
accept responsibility (being information relating to Kopane, the Kopane Group 
and the Kopane Directors). To the best of the knowledge and belief of the 
Firestone Directors (who have taken all reasonable care to ensure that such is 
the case), the information contained in this Announcement for which they are 
responsible is in accordance with the facts and does not omit anything likely to 
affect the import of such information. 
 
The Kopane Directors accept responsibility for all information in this 
Announcement relating to Kopane, the Kopane Group and the Kopane Directors. To 
the best of the knowledge and belief of the Kopane Directors (who have taken all 
reasonable care to ensure that such is the case), the information contained in 
this Announcement for which they are responsible is in accordance with the facts 
and does not omit anything likely to affect the import of such information. 
 
Forward-Looking Statements 
 
This document contains certain forward-looking statements with respect to the 
financial condition, results of operations and business of Firestone, Kopane and 
the Enlarged Group and certain plans and objectives of the Firestone Directors 
and the Kopane Directors with respect thereto. These forward-looking statements 
can be identified by the fact that they do not relate only to historical or 
current facts. Forward-looking statements often use words such as "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", 
"may", "should", "would", "could" or other words of similar meaning. These 
statements are based on assumptions and assessments made by the Firestone 
Directors and/or the Kopane Directors in light of their experience and their 
perception of historical trends, current conditions, expected future 
developments and other factors they believe appropriate. By their nature, 
forward-looking statements involve risk and uncertainty, because they relate to 
events and depend on circumstances that will occur in the future and the factors 
described in the context of such forward-looking statements in this Announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward-looking statements. Although the 
Firestone Directors and/or the Kopane Directors believe that the expectations 
reflected in such forward-looking statements are reasonable, they can give no 
assurance that such expectations will prove to have been correct and assume no 
obligation to update or correct the information contained in this document and 
Firestone and Kopane therefore caution investors not to place undue reliance on 
these forward-looking statements which speak only as at the date of this 
Announcement. 
Nothing in this Announcement is intended to be a profit forecast and the 
statements in this Announcement should not be interpreted to mean that the 
earnings per Firestone Share or Kopane Share for the current or future financial 
periods will necessarily be greater than those for the relevant preceding 
financial period. 
The statements contained herein are made as at the date of this Announcement, 
unless some other time is specified in relation to them, and the issue of this 
Announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date. Nothing contained herein 
shall be deemed to be a forecast, projection or estimate of the future financial 
performance of Firestone or Kopane except where otherwise stated. 
Dealing disclosure requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any paper offeror(s).  An Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no 
later than 3.30 p.m. (London time) on the 10th business day following the 
commencement date of the offer period and, if appropriate, by no later than 3.30 
p.m. (London time) on the 10th business day following the announcement in which 
the paper offeror is first identified.  Relevant persons who deal in the 
relevant securities of the offeree or of a paper offeror prior to the deadline 
for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror.  A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) any paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8.  A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an interest in relevant securities of the 
offeree company or a paper offeror they will be deemed to be a single person for 
the purposes of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by any 
offeror and Dealing Disclosures must also be made by the offeree company, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and the offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
 
Firestone is a paper offeror for the purposes of the above disclosure 
requirements. 
 
Publication on websites 
 
A copy of this Announcement and certain information published or otherwise made 
available by Firestone in connection with the Acquisition is available at: 
http://www.firestonediamonds.com/ 
 
A copy of this Announcement and certain information published or otherwise made 
available by Kopane in connection with the Acquisition is available at: 
http://www.kopanediamonds.com/s/Home.asp 
 
Rule 2.10 Disclosure 
 
In accordance with Rule 2.10 of the Code, Firestone has 127,891,637 ordinary 
shares of 20p each in issue with ISIN GB0003915336.  Kopane has 301,511,651 
ordinary shares of 1p each in issue with ISIN GB0002998978. 
 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE 
UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF 
THE RELEVANT LAWS OF ANY SUCH JURISDICTION 
 
21 July 2010 
 
    Recommended All Share Offer by Firestone Diamonds Plc for Kopane Diamond 
      Developments plc (to be effected by means of a Scheme of Arrangement) 
 
1.         Introduction 
 
The Firestone Directors and the Kopane Directors are pleased to announce that 
they have reached agreement on the terms of a unanimously recommended all share 
Offer by Firestone for the entire issued and to be issued ordinary share capital 
of Kopane.  It is proposed that the Acquisition will be implemented by way of a 
scheme of arrangement under Part 26 of the Companies Act involving a capital 
reduction of Kopane under section 641 of the Companies Act. The Acquisition is 
conditional, inter alia on sanction of the Scheme and confirmation of the 
Reduction of Capital by the Court, Kopane Shareholder approval and Firestone 
Shareholder approval. 
 
The Kopane Directors, who have been so advised by finnCap, consider the terms of 
the Acquisition to be fair and reasonable.  In providing its advice, finnCap has 
taken into account the commercial assessments of the Kopane Directors. 
Accordingly, the Kopane Directors unanimously intend to recommend Kopane 
Shareholders to vote in favour of the Scheme at the Court Meeting and in favour 
of the Kopane Resolution to be proposed at the Kopane GM. 
Obtala, a company associated with Francesco Scolaro, the chairman of Kopane, 
which holds directly and indirectly 48,695,000 Kopane Shares representing 
approximately 16.15 per cent. of Kopane's issued ordinary share capital, has 
irrevocably undertaken to vote in favour of the Scheme and the Kopane 
Resolution.  In addition, certain other Kopane Shareholders representing, in 
aggregate, approximately 19.58 per cent. of Kopane's issued ordinary share 
capital have irrevocably undertaken to vote in favour of the Scheme and the 
Kopane Resolution.  In total Firestone has received irrevocable undertakings to 
vote in favour of the Scheme at the Court Meeting and the Kopane Resolution at 
the Kopane General Meeting from Kopane Shareholders representing approximately 
35.73 per cent. of Kopane's existing issued ordinary share capital. 
 
The Acquisition is classified as a reverse takeover of Firestone under the AIM 
Rules and therefore requires Firestone Shareholders' approval.  In addition, to 
implement the Acquisition Firestone requires Firestone Shareholder approval in 
relation to the increase of its authorised share capital and to allot the New 
Firestone Shares which will be sought at the Firestone GM. In addition, 
Firestone will be seeking shareholder consent to adopt new articles of 
association and to disapply statutory pre-emption rights. Firestone and Kopane 
have received irrevocable undertakings to vote in favour of the Firestone 
Resolutions at the Firestone GM from each of the Firestone Directors who, 
directly or indirectly, hold in aggregate 2,000,363 Firestone Shares, 
representing approximately 1.56 per cent. of the existing issued share capital 
of Firestone. Firestone and Kopane have also received irrevocable undertakings 
to vote in favour of the Firestone Resolutions at the Firestone GM from certain 
other Firestone Shareholders who, directly or indirectly, hold in aggregate 
36,151,667 Firestone Shares, representing approximately 28.27 per cent. of the 
existing issued ordinary share capital of Firestone. In total Firestone and 
Kopane have received irrevocable undertakings to vote in favour of the Firestone 
Resolutions at the Firestone General Meeting from Firestone Shareholders 
representing approximately 29.83 per cent. of Firestone's existing issued 
ordinary share capital. 
 
2.         Terms of the Acquisition 
 
The Acquisition involves the acquisition by Firestone of the entire issued and 
to be issued ordinary share capital of Kopane and is to be effected by way of a 
scheme of arrangement between Kopane and Scheme Shareholders under Part 26 of 
the Companies Act. Under the terms of the Scheme, which will be subject to 
satisfaction or (where appropriate) waiver of the Conditions set out in Appendix 
I and to the further terms set out in Appendix I, Scheme Shareholders who are on 
the register of members at the Scheme Record Time will receive: 
            0.4657 of a New Firestone Share for every 1 Kopane Share 
and so in proportion for any other number of Scheme Shares held at the Scheme 
Record Time. Fractions of New Firestone Shares will not be allotted or issued 
pursuant to the Acquisition and fractional entitlements will be rounded down to 
the nearest whole number of New Firestone Shares. 
The terms of the Acquisition have been agreed on the basis of a price of 36.5 
pence for each existing Firestone Share and a price of 17.0 pence for each 
Kopane Share which values the Kopane Fully Diluted Share Capital at 
approximately GBP52.7 million. 
On this agreed basis, the Acquisition represents a premium of 33.33 per cent. to 
the Closing Price of a Kopane Share of 12.75 pence on 20 July 2010 (being the 
Business Day prior to this Announcement), a premium of 44.68 per cent. to the 
Closing Price of a Kopane Share of 11.75 pence on 9 February 2010 (being the 
Business Day prior to the announcement by Kopane regarding a possible offer for 
Kopane) and a premium of 42.86 per cent. to the volume weighted average price of 
a Kopane Share of 11.90 pence over the thirty business days preceding the date 
of this Announcement 
Based on the current Kopane issued ordinary share capital, the number of New 
Firestone Shares to be issued in connection with the Acquisition will be 
140,413,465. Assuming no further Kopane Shares or Firestone Shares are issued in 
the period between the date of this Announcement and the Effective Date, 
immediately following the Effective Date approximately 52 per cent. of the 
enlarged issued ordinary share capital of Firestone will be held by former 
Kopane Shareholders and approximately 48 per cent. will be held by existing 
Firestone Shareholders. 
 
Based on the Kopane Fully Diluted Share Capital, the number of New Firestone 
Shares to be issued in connection with the Acquisition will be 144,268,053 and 
were all outstanding Kopane Options to be exercised prior to the Effective Date 
immediately following the Effective Date approximately 53 per cent. of the 
enlarged issued ordinary share capital of Firestone would be held by former 
Kopane Shareholders and approximately 47 per cent. would be held by Firestone 
Shareholders. 
 
If the Scheme becomes effective, it will be binding on all Scheme Shareholders 
irrespective of whether or not they attended or voted in favour of the 
resolutions at the Court Meeting or the Kopane GM. 
The New Firestone Shares will be issued and credited as fully paid, and on 
identical terms to and will rank pari passu with the Existing Firestone Shares, 
including the right to receive and retain all dividends and other distributions 
declared, paid or made on Firestone Shares after the Scheme becomes effective. 
Application will be made for the New Firestone Shares to be admitted and for the 
Existing Firestone Shares to be re-admitted to trading on AIM. 
The Acquisition will be subject to the conditions and further terms set out in 
the paragraphs contained in Appendix I to this Announcement and to be set out in 
the Scheme Document. 
 
3.         Background to and reasons for the Acquisition 
 
Both Firestone and Kopane are diamond exploration and development companies with 
a geographical focus on Southern Africa.  The majority of Firestone's assets are 
located in Botswana and Kopane's principal asset is located in Lesotho. 
 
Firestone has assembled a substantial portfolio of diamond projects in Botswana 
and recently commenced production at its BK11 kimberlite in the Orapa region. 
The Firestone Board considers that Firestone's achievement in commencing 
production in just over three years from being granted a prospecting licence for 
BK11, and less than nine months after the decision was made in December 2009 to 
proceed with mine development, demonstrates Firestone's significant capabilities 
in evaluating and developing kimberlite projects. Firestone has a further 107 
kimberlites in its Botswana portfolio, of which to date 29 have been proven to 
contain diamonds.  Firestone intends to use cash flow from BK11 to accelerate 
the evaluation of these kimberlites with the objective of identifying additional 
Mineral Resources that can be developed and brought into production. 
 
In addition to its exploration and development capabilities Firestone has proven 
experience in operating diamond projects, having successfully operated the 
Project Buffels toll treatment project for De Beers in South Africa.  The 
Firestone Board has identified the toll treatment business as a relatively low 
risk way of generating cash flow as such projects are not dependant on rough 
diamond prices, thus reducing the potential impact to Firestone of any drop in 
rough diamond prices that could be caused by future economic or stock market 
volatility.  Accordingly, Firestone is continuing to develop its toll treatment 
business and has several advanced toll treatment opportunities in both Botswana 
and Namibia that have the potential to generate significant cash flow for the 
Firestone Group. 
 
Kopane's principal asset is the Liqhobong project in Lesotho, where a 
substantial resource of over 90Mt at an average grade of 34.3cpht containing 31 
million carats has been identified at the Main Pipe. Small scale production was 
carried out at the Satellite Plant up to December 2008, when mining operations 
were suspended due to the sharp fall in diamond prices at that time.  Kopane's 
recent activities have been focused on the completion of a definitive 
feasibility study on the Main Pipe.  Preliminary results from the DFS, which is 
now at an advanced stage, indicate that the Main Pipe is likely to support a 
substantial, long life mining operation. 
 
Within the scope of publicly available information, Liqhobong is believed by the 
Firestone Directors to be the third largest undeveloped kimberlite resource, as 
measured by contained carats (after the Gahcho Kue and Star kimberlites in 
Canada), and the fourth largest as measured by tonnes (after the Star and Orion 
South kimberlites in Canada and the Gope kimberlite in Botswana).  With capital 
costs for Liqhobong expected by the Firestone Directors to be significantly 
lower than for these projects, the Firestone Directors consider Liqhobong to be 
one of the most attractive undeveloped kimberlites in the world. 
 
In parallel with completing the outstanding work on the DFS, Kopane is planning 
to recommence production at Liqhobong in 2011 employing the Satellite Plant and 
using diesel-generated power until a connection to the electricity grid is 
available, which is expected to be in Q1 2012.  In addition, following 
completion of the DFS, Kopane intends to construct a new diamond processing 
plant which will be significantly larger than the Satellite Plant and of 
suitable size to optimally exploit the Main Pipe resource.  Estimates for the 
schedule and cost for construction of the new plant are being made as part of 
the DFS. 
 
Firestone intends to proceed with Kopane's plans to recommence production at 
Liqhobong in 2011 and complete the DFS, subject to undertaking a review of these 
plans following completion of the Acquisition. 
 
The Firestone Directors and the Kopane Directors believe that Firestone's and 
Kopane's respective projects complement each other, and that the acquisition of 
Kopane by Firestone will be value enhancing and will provide significant 
benefits to both Firestone Shareholders and Kopane Shareholders. 
 
* Firestone will acquire a large Mineral Resource at Liqhobong at the final 
stages of a DFS with substantial economic potential that will allow the Enlarged 
Group to significantly expand its production base. 
* Kopane will gain exposure to a diversified portfolio of diamond projects, with 
cash flow from BK11, potential future cash flow from toll treatment projects and 
a large number of both early and advanced stage kimberlites with significant 
potential for further economic discoveries. 
* Kopane will have access to Firestone's proven capability in kimberlite 
resource development, and mine construction, development and operation, which 
the Firestone Directors believe will enable full scale production to be achieved 
at Liqhobong in a shorter time and at a lower cost than currently planned. 
* The Firestone Directors and the Kopane Directors believe that the portfolio of 
projects and operational capability that the Enlarged Group will control will 
enable the Enlarged Group to become one of the leading mid-tier diamond 
producers, allowing Firestone to pay dividends to its shareholders in the mid to 
long term. 
* The Enlarged Group will benefit from having a larger market capitalisation, 
which the Firestone Directors and the Kopane Directors believe is likely to 
result in greater liquidity in the trading of Firestone's shares, an improved 
rating and greater access to capital to fund the Enlarged Group's growth plans. 
* The Firestone Directors believe that the proximity of Firestone's and Kopane's 
respective assets in Botswana and Lesotho and the fact that both Firestone and 
Kopane are listed on the AIM market will allow the Enlarged Group to operate 
more cost effectively by sharing corporate, administrative and technical support 
services across a larger portfolio of projects. 
* Rough diamond prices continue to strengthen, with prices recently returning to 
the previous highs seen in 2008. With the substantial shortfall in rough diamond 
supply projected in the coming years, the Firestone Directors believe that the 
Enlarged Group will be well positioned for significant growth and to become one 
of the leading mid-tier diamond producers. 
 
 
4.         Kopane Shareholder approval and recommendation of the Kopane Board 
 
The Kopane Board is receiving financial advice on the Acquisition from finnCap. 
The Kopane Board, which has been so advised by finnCap, considers the terms of 
the Acquisition to be fair and reasonable. In providing advice to the Kopane 
Board, finnCap has taken into account the commercial assessments of the Kopane 
Directors. 
 
The Kopane Directors unanimously intend to recommend that Kopane Shareholders 
vote in favour of the Scheme at the Court Meeting and in favour of the Kopane 
Resolution at the Kopane GM.  None of the Kopane Directors hold any Kopane 
Shares, however, they have undertaken to Firestone that if they acquire any 
Kopane Shares prior to the Voting Record Time they shall vote such Kopane Shares 
in favour of the Scheme at the Court Meeting and the Kopane Resolution at the 
Kopane GM.  Obtala, a company associated with Francesco Scolaro, the chairman of 
Kopane, which holds directly and indirectly 48,695,000 Kopane Shares 
representing approximately 16.15 per cent. of Kopane's issued ordinary share 
capital, has irrevocably undertaken to Firestone to vote in favour of the Scheme 
at the Court Meeting and the Kopane Resolution at the Kopane GM. In addition, 
certain other Kopane Shareholders representing, in aggregate, approximately 
19.58 per cent. of Kopane's issued ordinary share capital, have irrevocably 
undertaken to vote in favour of the Scheme at the Court Meeting and the Kopane 
Resolution at the Kopane GM.In total Firestone has received irrevocable 
undertakings to vote in favour of the Scheme at the Court Meeting and the Kopane 
Resolution at the Kopane General Meeting from Kopane Shareholders representing 
approximately 35.73 per cent. of Kopane's existing issued ordinary share 
capital. 
 
 
5.         Firestone Shareholder Approval and Recommendation of the Firestone 
Board 
 
The Firestone Board is receiving financial advice on the Acquisition from 
Evolution Securities.  The Firestone Board, which has been so advised by 
Evolution Securities considers the terms of the Acquisition to be fair and 
reasonable. In providing financial advice to the Firestone Board on the 
Acquisition, Evolution Securities has taken into account the commercial 
assessments of the Firestone Board. 
 
The Acquisition is classified under the AIM Rules as a reverse takeover of 
Firestone due to the size of the Acquisition in relation to Firestone and 
therefore requires approval by Firestone Shareholders at the Firestone General 
Meeting.  In addition, Firestone requires Firestone Shareholders to approve an 
increase to its authorised share capital and the allotment of the New Firestone 
Shares in order to implement the Acquisition. Accordingly, the Acquisition is 
conditional on the approval by Firestone Shareholders of the First Firestone 
Resolution at the Firestone GM. 
 
The Firestone Board intends unanimously to recommend that Firestone Shareholders 
vote in favour of the Firestone Resolutions, as they have irrevocably undertaken 
to do in respect of their own beneficial holdings of 2,000,363 Firestone Shares 
(representing as at the date of this Announcement, in aggregate, approximately 
1.56 per cent. of the existing issued ordinary share capital of Firestone). In 
addition, Firestone and Kopane have also received irrevocable undertakings to 
vote in favour of the Firestone Resolutions at the Firestone General Meeting 
from certain other Firestone Shareholders representing, in aggregate, 
approximately 28.27 per cent. of Firestone's existing issued ordinary share 
capital. In total Firestone and Kopane have received irrevocable undertakings to 
vote in favour of the Firestone Resolutions at the Firestone General Meeting 
from Firestone Shareholders representing approximately 29.83 per cent. of 
Firestone's existing issued ordinary share capital. 
 
6.         Information on Firestone 
 
Firestone is an international diamond mining and exploration company with 
operations primarily focused on Botswana.  Botswana is the world's largest and 
lowest cost producer of diamonds, with annual production worth over $3.2 
billion, and is considered to be one of the most prospective countries in the 
world to explore for kimberlite - the primary source rock for diamonds. 
Botswana has a ratio of economic kimberlites of 8%, compared to the global 
average of 1%. 
 
Firestone is the largest holder of mineral rights in Botswana's kimberlite 
fields, with 16,500 square kilometres under license, covering the entire Tsabong 
kimberlite field and significant areas around the major Orapa and Jwaneng mines. 
 Firestone has 108 kimberlites in its portfolio, of which 30 have been proven to 
be diamondiferous to date. 
 
Firestone recently commenced commercial production at its BK11 kimberlite in the 
Orapa region.  This represents a major milestone for Firestone, making it one of 
only three listed kimberlite producers worldwide outside of the major mining 
companies.  The Firestone Directors consider that the achievement of commencing 
production in just over three years from being granted a prospecting licence for 
BK11, and less than nine months after the decision was made in December 2009 to 
proceed with mine development, demonstrates Firestone's significant capabilities 
in evaluating and developing kimberlite projects. 
 
Phase 1 of the BK11 production plant, which has a capacity of approximately 
650,000 tonnes per annum, is now in operation.  Work on Phase 2 of the 
production plant, which will increase production capacity to 1,500,000 tonnes 
per annum, is on target for completion in Q3 2010.  Under the BK11 mine plan 
approximately 11.1 Mt of kimberlite is expected to be mined at an average grade 
of 8.5 cpht, giving total production of approximately 1 million carats over a 10 
year mine life at an average value of $155/carat (March 2010 valuation). 
Initial mining operations will be focused on the KW area, where approximately 
5.4 Mt of kimberlite is expected to be mined at an average grade of 12.6 cpht, 
and at a diamond value of $175/carat (March 2010 valuation). 
 
Firestone intends to use cash flow from BK11 to accelerate the evaluation of its 
other kimberlites in Botswana. The primary focus of these efforts will initially 
concentrate on the 21 other kimberlites controlled by Firestone in the Orapa 
kimberlite field close to the BK11 mine, of which 8 have been proven to be 
diamondiferous.  Firestone intends to use the infrastructure that has now been 
established at BK11 to evaluate the economic potential of these kimberlites 
rapidly and at relatively low cost.  The Firestone Directors believe that 
Firestone has the potential to develop a sizeable satellite mining operation 
based around BK11 and multiple other kimberlites in the Orapa area.  Of these, 
the BK16 kimberlite is at the most advanced stage of evaluation, with high 
quality diamonds and encouraging grades recovered from historical work, and is 
expected to be the first of the satellite kimberlites to be evaluated for 
commercial mining. 
 
Firestone also intends to resume exploration and evaluation work at the Tsabong 
kimberlite field, either through a joint venture with an industry partner or by 
resuming its own work.  The Tsabong kimberlite field is one of the largest 
diamondiferous kimberlite fields in the world, with 84 kimberlites discovered to 
date, of which 20 have been proven to contain diamonds.  Tsabong is noted for 
the exceptionally large size of many of its kimberlites, in particular the 146 
hectare MK1 kimberlite, which is one of the largest known diamondiferous 
kimberlites.  Substantial work has been carried out at Tsabong by Firestone, the 
results of which indicate that the Tsabong kimberlite field is located in a 
similar geological setting to the major Jwaneng Mine and that it has the 
potential to contain economic large sized diamondiferous kimberlite deposits. 
 
Firestone has also proven its capability in operating diamond projects, having 
successfully operated the Project Buffels toll treatment project for De Beers in 
South Africa, and is continuing to develop its toll treatment business. 
Firestone has several advanced toll treatment opportunities in Botswana and 
Namibia that have the potential to generate significant cash flow for Firestone. 
 The advantage of cash flow from these projects is that it would not be 
dependant on rough diamond prices, thus reducing the potential impact to 
Firestone of any drop in rough diamond prices that could be caused by future 
economic or stock market volatility. 
 
In June 2010, Firestone announced that a decision had been made by Debswana to 
proceed with the Modular Tailings Treatment Plant at the Jwaneng Mine, with 
Firestone being responsible for supplying, constructing and operating the MTTP. 
Debswana is a joint venture between the Government of the Republic of Botswana 
and De Beers and is the world's leading diamond producer by value.  Jwaneng is 
the largest diamond mine in the world by value and in 2008 produced 
approximately 13 million carats, with an estimated value of $1.8 billion. 
Subject to contractual arrangements, which are at an advanced stage, being 
finalised, and suitable financing arrangements being made for the capital costs 
of the project, construction is expected to commence in H1 2011 with full 
production scheduled for 2012.  The Jwaneng tailings resource is estimated to be 
in excess of 30 million tonnes. 
 
The MTTP is intended to serve as a pilot facility to demonstrate the economics 
and capability of the modular plant concept on the Jwaneng tailings resource, 
and could potentially lead to the deployment by Firestone of similar plants to 
exploit additional tailings resources at other Debswana mines.  With the total 
tailings resources at Debswana's mines estimated to be approximately 300 million 
tonnes, the Firestone Directors consider that they represent a significant 
revenue opportunity. 
 
In addition, Firestone has been selected by Namdeb as the preferred supplier and 
operator for the Dredge and Floating Treatment Plant project at Namdeb's diamond 
mining operations on the south west coast of Namibia.  Namdeb is a joint venture 
between the Government of the Republic of Namibia and De Beers and is the 
world's 6th largest diamond producer by value.  Firestone and the Namdeb project 
team are currently working together to revise Namdeb's feasibility study for the 
project to reflect current capital costs and Firestone's projected operating 
costs. 
 
 
7.         Information on Kopane 
 
Kopane is a diamond company with its principal project at Liqhobong in Lesotho, 
Southern Africa.  Liqhobong is operated by Liqhobong Mining Development Company 
(Proprietary) Limited, which is 75 per cent. owned by Kopane and 25 per cent. 
owned by the Government of Lesotho.  The Letseng Mine, which is operated by Gem 
Diamonds Limited, and a number of other kimberlites that are currently 
undergoing evaluation by other companies, including the Kao and Mothae 
kimberlites, are also located in Lesotho. 
 
The Liqhobong project is comprised of the Main Pipe and the Satellite Pipe, 
which cover areas of 8.5 hectares and 0.8 hectares, respectively.  LMDC has been 
granted a mining lease by GOL covering an area of 390 hectares in respect of 
both pipes which expires in August 2017, but is then renewable for a further ten 
years. 
 
Over 350,000 carats of diamonds have been produced at Liqhobong from the 
commencement of operations at the Satellite Plant in late 2005 up to the 
suspension of production in December 2008 due to the sharp fall in rough diamond 
prices at that time.  Activities at Liqhobong since then have been focused on 
completion of the DFS on the Main Pipe, where a resource of some 31.14 million 
carats has been defined.  Preliminary results from the DFS, which is now at an 
advanced stage, indicate that the Main Pipe is likely to support a substantial, 
long life mining operation. 
 
In December 2009, Kopane's independent mining and geological consultants, ACA 
Howe International Limited, issued an updated resource statement for the Main 
Pipe which showed total resources of 90.66Mt at an average grade of 34.3cpht 
containing 31.14 million carats, with an independent run of mine valuation of 
US$86 per carat (September 2008 valuation), giving revenue of $29/t and a gross 
in-situ value of $2.7 billion.  Of the Mineral Resources at Liqhobong, 38.54Mt 
at an average grade of 32.8cpht with contained diamonds of 12.64m carats are in 
the Indicated Resource category and the remainder are in the Inferred Resource 
category. With the Firestone Directors' estimated operating costs of $12/t for 
kimberlite mining in Lesotho (based on Gem Diamonds' costs at the Letseng mine), 
the Firestone Directors believe that this provides an indication of the 
significant economic potential at Liqhobong. In considering the merits of the 
Acquisition and the Scheme, Kopane Shareholders and Firestone Shareholders 
should not consider the estimated in-situ value of the Main Pipe to be an asset 
valuation for the purposes of Rule 29 of the Takeover Code. 
 
Kopane is currently finalising the DFS for the Main Pipe, which, following the 
issue of the updated resource statement in December 2009, necessitated a 
reconsideration of plant design and tailings disposal as a result of the 
considerably larger kimberlite resource of 90.66 Mt. 
 
In parallel with completing the outstanding work on the DFS, Kopane is planning 
for the recommencement of production at Liqhobong in 2011 employing the 
Satellite Plant and using diesel-generated power until a connection to the 
electricity grid is available.  Following completion of the DFS Kopane intends 
to construct a new diamond processing plant, which will be significantly larger 
than the Satellite Plant and of suitable size to optimally exploit the Main Pipe 
resource. Kopane's pre-feasibility study in 2007 identified a plant size of 3.5 
mtpa although the plant could be in the region of 4 mtpa processing capacity. 
Estimates for the schedule and cost for construction of the new plant are being 
made as part of the DFS. 
 
The successful development of the Main Pipe will require a connection to the 
electricity grid operated by the Lesotho Electricity Company.  A Memorandum of 
Understanding between LMDC, the LEC, GOL and Standard Lesotho Bank in respect of 
funding of the construction of an electrical power line to the Main Pipe was 
signed in August 2009.  Terms for a bank loan to fund the work are in the course 
of negotiation and tender documents for construction contracts are being 
finalised.  It is envisaged that LEC and GOL will contribute funds towards the 
cost of the project and GOL will provide a sovereign guarantee to the bank in 
respect of the loan funding.  LMDC will finance the servicing of the loan and 
its repayment on terms to be agreed.  The engineering specifications of the 
power line, together with environmental impact assessment studies, have been 
completed in readiness for the start of construction once funding is in place. 
It is expected that construction will start by the end of 2010, which should 
allow grid electricity to be available at the mine site by Q1 2012. 
 
Kopane also has diamond exploration assets in Finland.  These assets are being 
operated, financed and developed under a joint venture agreement with Mantle 
Diamonds Limited, but are considered to be non-core and not material relative to 
the value of Liqhobong and the Acquisition. 
 
 
8.         Directors, Management and Employees 
 
The Firestone Directors and the Kopane Directors have discussed Firestone's 
plans for Kopane management and employees within the Enlarged Group. 
 
The Firestone Directors will remain in the same respective positions that they 
currently hold on the Firestone Board and no Kopane Directors will join the 
Firestone Board.  Each of the Kopane Directors, save for James Cable and Andrew 
Birnie, will resign from the Kopane Board, conditional upon, and with effect 
from, the Scheme becoming effective in accordance with its terms.  James Cable 
and Andrew Birnie will each be engaged under consultancy agreements to provide 
services to the Kopane Group on a part-time basis from the Effective Date. 
 
Further details of the termination arrangements and consultancy arrangements for 
the Kopane Directors will be set out in the Scheme Document. 
 
Firestone has given assurances that, following the Scheme becoming effective, 
the existing employment rights, including accrued pension rights, of Kopane 
employees will be fully safeguarded and, save in the case of the Kopane 
Directors as referred to above, its plans for Kopane do not include any material 
changes in the terms and conditions of employment of Kopane employees. 
 
 
9.         Current Trading and Financial information relating to Kopane and 
Firestone 
 
Firestone 
For the year ended 30 June 2009, Firestone generated revenue of GBP4.0 million, 
all of which was derived from the Bonte Koe toll treatment project with De Beers 
in South Africa.  Firestone made an operating profit of GBP0.7 million before 
impairment charges of GBP11.2 million related to the termination of operations 
at the Bonte Koe project and Firestone's other alluvial projects in South 
Africa, producing a loss for the year of GBP11.0 million.  For the six month 
period ended 31 December 2009 Firestone generated no revenue and made a loss of 
GBP1.4 million. 
 
Following the successful completion of the final phase of evaluation work on 
BK11 in December 2009 a decision was made to proceed with the development of 
commercial mining operations at BK11, and Firestone's activities since then have 
been primarily focused on BK11. In April 2010 Firestone raised GBP9.45 million, 
of which approximately GBP4.5 million was to cover the final costs to bring BK11 
into full production.  Commercial production commenced at BK11 in July 2010. 
 
Firestone has also continued to develop its toll treatment business.  In March 
2010 Firestone announced that it had been selected by Namdeb as the preferred 
supplier and operator for the FTP project at Namdeb's diamond mining operations 
on the south west coast of Namibia.  In June 2010, Firestone announced that a 
decision had been made by Debswana to proceed with the MTTP at the Jwaneng Mine, 
with Firestone being responsible for supplying, constructing and operating the 
MTTP. 
 
As at 30 June 2010 Firestone's cash balances stood at approximately GBP5.4 
million. 
 
Kopane 
For the year ended 30 June 2009, Kopane generated revenue of GBP1.9 million, and 
made a loss for the period of GBP4.5 million.  For the six month period ended 31 
December 2009 Kopane generated no revenue and made a loss for the period of 
GBP1.2 million. 
 
Production at Liqhobong was suspended in early 2008 in response to the sharp 
fall in rough diamond prices at that time.  Since 31 December 2009, Kopane has 
been focused on completion of the DFS on the Main Pipe, planning for the funding 
and engineering of the construction of electrical power to Liqhobong and 
planning for resumption of production using the Satellite Plant in 2011. 
 
As at 30 June 2010 Kopane's cash balances stood at GBP2.1 million.  Kopane is 
also entitled to receive further payments from Lanstead Capital LP, pursuant to 
the share placing arrangements agreed with Lanstead at the end of 2009 and the 
beginning of 2010. As at the date of this Announcement, Kopane expects to 
receive a further 18 monthly payments which at a Kopane share price of 17p per 
Kopane Share (being the price agreed pursuant to the Acquisition for each Kopane 
Share), will amount to approximately GBP295,000 for 14 months and GBP120,000 for 
a further 4 months. The funds receivable by Kopane pursuant to these 
arrangements vary depending on Kopane's share price from time to time. The 
monthly payments are currently suspended as a result of the Acquisition, but are 
expected to resume 30 days following the date of this Announcement and, after 
the Effective Date, will be calculated by reference to the price of a Firestone 
Share on a basis consistent with the current swap arrangements. 
 
 
10.       Prospects for the Enlarged Group 
 
The Firestone Directors and the Kopane Directors believe that their respective 
projects complement each other and that the Enlarged Group's diversified 
portfolio of production, development and exploration stage projects will provide 
significant benefits to both Firestone Shareholders and Kopane Shareholders and 
enhance the prospects of the Enlarged Group. 
The Enlarged Group is expected to generate cash flow from BK11, which is 
expected to reach full production capacity by the end of 2010, and, subject to 
the successful completion of discussions with Debswana, from the Jwaneng 
Tailings Project in 2012.  Firestone intends to use the cash flow from these 
projects to accelerate the evaluation and development of the Enlarged Group's 
expanded portfolio of kimberlites.  The primary focus of these efforts will 
initially be on Liqhobong and the other kimberlites controlled by Firestone in 
the Orapa kimberlite field. 
With revenue of $29/t and Firestone's estimated operating costs of $12/t for a 
kimberlite mining operation in Lesotho (based on Gem Diamonds' costs at 
Letseng), the economic potential at Liqhobong is significant.  Firestone intends 
to exploit this potential through the construction of a 4Mt per annum plant 
following completion of the DFS which, assuming a successful design and build 
process, would be expected to be commissioned in approximately three years' time 
The Enlarged Group will benefit from having a larger market capitalisation, 
which the Firestone Directors and the Kopane Directors believe is likely to 
result in more liquidity in the trading of Firestone's Shares, an improved 
rating and greater access to capital to fund the Enlarged Group's growth plans. 
In the medium to long term, the Firestone Directors and the Kopane Directors 
believe that the combination of BK11, the substantial Mineral Resource at 
Liqhobong, 21 other kimberlites in the Orapa kimberlite field, 84 kimberlites in 
the Tsabong kimberlite field, and the potential for developing a significant 
toll treatment business with Debswana and Namdeb, will enable the Enlarged Group 
to become one of the leading mid-tier diamond producers, with a target 
production level of 1 million carats by 2014. 
11.       Strategy 
 
Firestone's objective is for the Enlarged Group to become one of the leading 
mid-tier diamond producers, and its strategy for doing so is comprised of three 
key elements: 
 
The first is to build a diversified portfolio comprising both kimberlite 
exploration, evaluation and production projects and toll treatment projects.  In 
the short term, cash flow from the production and toll treatment projects will 
be used to fund large scale exploration and evaluation projects with the 
potential to yield significant economic discoveries, and in the mid to long term 
it will be used to pay dividends to shareholders. 
 
The second is to focus on projects in Southern Africa, which is a comparatively 
stable region politically and economically, and has relatively low capital and 
operating costs compared to other regions where diamond mining and exploration 
are carried out. Botswana, where most of Firestone's current projects are 
located, benefits from being among the most political and economically stable 
countries in Africa, and enjoys a high exploration success rate, with 8 per 
cent. of kimberlites proving to be economically viable, compared to 1 per cent. 
worldwide. 
 
The third is to focus exploration and evaluation activities on projects in 
proven economic or diamondiferous kimberlite fields, where the probability of 
economic discoveries is significantly higher than for grass roots and early 
stage exploration projects. 
 
The Firestone Directors believe that the Acquisition fits well with this 
strategy. 
12.       Kopane Options 
 
The Scheme will extend to any Kopane Shares that are unconditionally allotted or 
issued pursuant to the exercise of options or vesting of awards under the Kopane 
Share Option Scheme, in each case on or prior to the Reduction Record Time. 
Appropriate proposals will be made to participants in the Kopane Share Option 
Scheme at the same time as the Scheme Document is posted to Scheme Shareholders 
or as soon as possible thereafter. Details of these proposals will be set out in 
the Scheme Document and in separate letters to be sent to participants in the 
Kopane Share Option Scheme. 
13.       Kopane Warrants 
 
finnCap, the holder of the Kopane Warrants, has agreed with Kopane and Firestone 
that upon the Scheme becoming effective, the Kopane Warrants shall lapse, and 
accordingly no proposals are intended to be made to finnCap in respect of the 
Kopane Warrants. 
 
14.       Implementation Agreement 
 
Firestone and Kopane have entered into the Implementation Agreement, which 
contains certain obligations on both parties in relation to the implementation 
of the Scheme and the conduct of both Kopane's operations and Firestone's 
operations prior to the Effective Date or termination of such agreement. 
 
Under the Implementation Agreement, Kopane has agreed with Firestone to pay an 
inducement fee of approximately GBP400,000 million (inclusive of VAT). 
 
The inducement fee shall be payable by Kopane if, in summary: 
 
(i)         a Competing Proposal in relation to Kopane (or any amendment, 
variation or revision of such proposal) is announced pursuant to Rule 2.5 of the 
Code prior to the Acquisition lapsing or being withdrawn and such Competing 
Proposal subsequently becomes or is declared wholly unconditional or is 
otherwise completed; or 
 
(ii)         the Kopane Directors either (i) fail to recommend or (ii) withdraw 
or adversely modify or qualify their recommendation to Kopane Shareholders to 
vote in favour of the Scheme and the Kopane Resolution respectively at the Court 
Meeting and/or the Kopane GM or (as the case may be) accept a Takeover Offer or 
withdraw or adversely modify or qualify their recommendation of the Acquisition 
generally in any statement contained in an announcement issued by Kopane through 
a Regulatory Information Service after the date of the Kopane Shareholder 
Meetings, and subsequently the Acquisition lapses or is withdrawn, provided that 
an inducement fee will not be payable by Kopane in these circumstances if, prior 
to the Kopane Directors failing to recommend or withdrawing or adversely 
modifying, or qualifying, such recommendation: 
            (a)        the Firestone Directors have failed to recommend or have 
withdrawn or adversely modified or qualified their recommendation to Firestone 
Shareholders to vote in favour of the Firestone Resolutions at the Firestone 
General Meeting or have withdrawn or adversely modified or qualified their 
recommendation of the Acquisition generally in any statement contained in an 
announcement issued by Firestone through a Regulatory Information Service after 
the date of the Firestone General Meeting; 
 
            (b)        the Firestone Directors have recommended any Competing 
Proposal in relation to Firestone; or 
 
            (c)        Firestone is in material breach of any provision of the 
Implementation Agreement such that the Kopane Directors determine, acting in 
good faith and having taken appropriate advice, that such recommendation should 
not be given or should be withdrawn or modified or qualified in order to comply 
with their fiduciary duties; or 
 
(iii)        the Kopane Directors recommend any Competing Proposal in relation 
to Kopane and subsequently the Acquisition lapses or is withdrawn. 
 
In addition, under the terms of the Implementation Agreement, Firestone has 
agreed with Kopane to pay an inducement fee of approximately GBP400,000 million 
(inclusive of VAT). 
 
The inducement fee shall be payable by Kopane, if in summary: 
 
(i)         a Competing Proposal in relation to Firestone (or any amendment, 
variation or revision of such proposal) is announced pursuant to Rule 2.5 of the 
Code prior to the Acquisition lapsing or being withdrawn and such Competing 
Proposal subsequently becomes or is declared wholly unconditional or is 
otherwise completed; or 
 
(ii)         the Firestone Directors either (i) fail to recommend or (ii) 
withdraw or adversely modify or qualify their recommendation to Firestone 
Shareholders to vote in favour of the Firestone Resolution at the Firestone 
General Meeting or withdraw or adversely modify or qualify their recommendation 
of the Acquisition generally in any statement contained in an announcement 
issued by Firestone through a Regulatory Information Service after the date of 
the Firestone General Meeting, and subsequently the Acquisition lapses, provided 
that an inducement fee will not be payable by Firestone in these circumstances 
if, prior to the Firestone Directors failing to recommend or withdrawing or 
adversely modifying, or qualifying, such recommendation: 
 
            (a)        the Kopane Directors have failed to recommend or have 
withdrawn or adversely modified or qualified their recommendation to Kopane 
Shareholders to vote in favour of the Scheme and the Kopane Resolution 
respectively at the Court Meeting and the Kopane GM or (as the case may be) 
accept a Takeover Offer or have withdrawn or adversely modified or qualified 
their recommendation of the Acquisition generally in any statement contained in 
an announcement issued by Kopane through a Regulatory Information Service after 
the date of the Kopane Shareholder Meetings; 
 
            (b)        the Kopane Directors have recommended any Competing 
Proposal in relation to Kopane; or 
 
            (c)        Kopane is in material breach of any provision of the 
Implementation Agreement such that the Firestone Directors determine, acting in 
good faith and having taken appropriate advice, that such recommendation should 
not be given or should be withdrawn or modified or qualified in order to comply 
with their fiduciary duties; or 
 
(iii)        the Firestone Directors recommend any Competing Proposal in 
relation to Firestone and subsequently the Acquisition lapses or is withdrawn. 
 
However, nothing in the Implementation Agreement obliges Kopane or Firestone to 
pay any amount which the Panel would determine would not be permitted by Rule 
21.2 of the Code. 
 
15.       Irrevocable Undertakings 
 
None of the Kopane Directors hold any Kopane Shares, although each Kopane 
Director has given an irrevocable undertaking to Firestone to vote in favour of 
the Scheme at the Court Meeting and the Kopane Resolution at the Kopane GM in 
respect of any Kopane Shares acquired after the date of this Announcement. 
Firestone has received an irrevocable undertaking to vote in favour of the 
Scheme at the Court Meeting and the Kopane Resolution at the Kopane GM from 
Obtala, a company associated with Francesco Scolaro, the chairman of Kopane, in 
respect of its direct and indirect holding of Kopane Shares amounting in 
aggregate to 48,695,000 Kopane Shares, representing approximately 16.15 per 
cent. of Kopane's existing issued ordinary share capital. This undertaking will 
continue to be binding even in the event of a higher Competing Proposal for 
Kopane being announced, and cannot be withdrawn other than in the event of the 
Scheme lapsing or being withdrawn. 
Firestone has also received irrevocable undertakings to vote in favour of the 
Scheme at the Court Meeting and the Kopane Resolution at the Kopane General 
Meeting from certain other Kopane Shareholders representing, in aggregate, 
approximately 19.58 per cent. of Kopane's existing issued ordinary share 
capital. The circumstances when these undertakings cease to be binding are set 
out in Appendix III to this Announcement. In total Firestone has received 
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting 
and the Kopane Resolution at the Kopane General Meeting from Kopane Shareholders 
representing approximately 35.73 per cent. of Kopane's existing issued ordinary 
share capital. 
Firestone and Kopane have received irrevocable undertakings to vote in favour of 
the Firestone Resolutions at the Firestone GM from the Firestone Directors who 
hold Firestone Shares in respect of their entire holding of Firestone Shares 
amounting to, in aggregate, 2,000,363 Firestone Shares, representing 
approximately 1.56 per cent. of the existing issued share capital of Firestone. 
In addition, Firestone and Kopane have also received irrevocable undertakings to 
vote in favour of the Firestone Resolutions at the Firestone GM from Firestone 
Shareholders representing, in aggregate, approximately 28.27 per cent. of 
Firestone's existing issued ordinary share capital. In total Firestone and 
Kopane have received irrevocable undertakings to vote in favour of the Firestone 
Resolutions at the Firestone General Meeting from Firestone Shareholders 
representing approximately 29.83 per cent. of Firestone's Ordinary existing 
issued ordinary share capital. 
Further details of these irrevocable undertakings are contained in Appendix III 
to this Announcement. 
16.       Structure of the Acquisition and shareholder meetings for both Kopane 
Shareholders and Firestone Shareholders 
 
It is intended that the Acquisition will be implemented by way of a scheme of 
arrangement between Kopane and the Scheme Shareholders under Part 26 of the 
Companies Act (including a reduction of capital under section 641 of the 
Companies Act). The purpose of the Scheme is to allow Firestone to become the 
owner of the entire issued ordinary share capital of Kopane.  The procedure 
involves an application by Kopane to the Court to sanction the Scheme and 
confirm the cancellation of the Scheme Shares held by Scheme Shareholders at the 
Scheme Record Time, the application of the reserve arising from such 
cancellation in paying up in full a number of new shares in Kopane (which is 
equal to the number of the Scheme Shares cancelled) and issuing those new shares 
to Firestone in consideration for which Scheme Shareholders will receive New 
Firestone Shares on the basis set out in paragraph 2 of this Announcement. 
The implementation of the Scheme is subject to the satisfaction or (where 
appropriate) waiver of all the Conditions and the further terms set out in 
Appendix I. 
Implementation of the Scheme is subject, amongst other things, to the approval 
of a majority in number of the Scheme Shareholders present and voting in person 
or by proxy at the Court Meeting representing not less than 75 per cent. in 
value of the Scheme Shares voted by the Scheme Shareholders. Implementation of 
the Scheme will also require the passing of the Kopane Resolution, requiring the 
approval of Kopane Shareholders representing at least 75 per cent. of the votes 
cast at the Kopane GM. Application will shortly be made to the Court for leave 
to convene the Court Meeting which (subject to the approval of the Court) is 
expected to be held on 6 September 2010. It is expected that the Kopane GM will 
also be convened for 6 September 2010, immediately following the Court Meeting. 
The Acquisition is classified under the AIM Rules as a reverse takeover of 
Firestone due to the size of the Acquisition in relation to Firestone and 
therefore requires approval by Firestone Shareholders at the Firestone General 
Meeting. In addition, Firestone requires Firestone Shareholders to approve an 
increase to its authorised share capital and the allotment of the New Firestone 
Shares in order to implement the Acquisition. Accordingly, the Acquisition is 
conditional on the approval by Firestone Shareholders of the First Firestone 
Resolution at the Firestone GM. 
 
Following the passing of the relevant resolutions at the Meetings, the Scheme 
and the Reduction of Capital will become effective upon the Court sanctioning 
the Scheme and confirming the Reduction of Capital and copies of the Court 
Orders having been delivered to the Registrar of Companies in England and Wales. 
 The Scheme is also conditional on Admission occurring (or the London Stock 
Exchange agreeing to admit the New Firestone Shares and agreeing to readmit the 
Existing Firestone Shares to trading on AIM). Once the Scheme becomes effective, 
it will be binding on all Kopane Shareholders whether or not they attended or 
voted at the Court Meeting or the Kopane GM. 
The Scheme Document setting out full details of the Acquisition and the Scheme, 
together with notices of the Court Meeting and the Kopane GM, and the Firestone 
Circular for information only, will be posted as soon as practicable to Kopane 
Shareholders.  At the same time, Firestone will post the Firestone Circular, 
containing a notice convening the Firestone GM, to Firestone Shareholders. 
Subject to the terms of the Implementation Agreement, Firestone reserves the 
right to elect to implement the Acquisition by way of a Takeover Offer. In such 
event, the Acquisition will be implemented on the same terms (subject to 
appropriate amendments), so far as applicable, as those which would apply to the 
Scheme. 
 
Further details of the Scheme, including an indicative timetable for its 
implementation, together with how Scheme Shareholders may participate in the 
Court Meeting and Kopane GM, will be contained in the Scheme Document. 
 
17.       Settlement, listing and dealings 
 
Prior to the Scheme becoming effective, Kopane will make an application to the 
London Stock Exchange for the cancellation of the Kopane Shares from trading on 
AIM. Accordingly, if the Scheme is sanctioned by the Court and the other 
conditions of the Scheme are waived or satisfied, it is expected that the Kopane 
Shares will cease to be quoted on AIM on or before 8.00 a.m. on the Effective 
Date. 
On the Effective Date, share certificates in respect of Kopane Shares will cease 
to be valid and should, if so requested by Kopane, be sent to Kopane for 
cancellation. In addition, on the Effective Date entitlements to Kopane Shares 
held within the CREST system will be cancelled.  It is proposed that on the 
Effective Date, Kopane will be re-registered as a private limited company. 
The New Firestone Shares will be issued free from all liens, charges, 
encumbrances and other third party rights and/or interests of any nature 
whatsoever.  When issued, the New Firestone Shares will be in registered form 
and will be capable of being held in certificated or uncertificated form. 
Pending the issue of definitive certificates for the New Firestone Shares, 
transfers of New Firestone Shares in certificated form will be certified against 
the register.  No temporary documents of title in respect of the New Firestone 
Shares will be issued.  Settlement of the New Firestone Shares to which Kopane 
Shareholders are entitled is expected to occur as soon as possible after the 
Effective Date and in any event within 14 days of the Effective Date. 
The Acquisition constitutes a reverse takeover under the AIM Rules.  The AIM 
Rules require that the securities of an AIM company that is the subject of a 
reverse takeover are cancelled from trading on AIM following approval of that 
transaction by shareholders. Conditional upon the Firestone Shareholders passing 
the First Firestone Resolution at the Firestone GM and the Scheme and the 
Reduction of Capital being approved by Kopane Shareholders and sanctioned by the 
Court, the Existing Firestone Shares will be cancelled from trading on AIM and 
the Firestone Board will make an application for the New Firestone Shares to be 
admitted and for the Existing Firestone Shares to be readmitted to trading on 
AIM.  It is envisaged that trading of the New Firestone Shares will commence on 
AIM and trading of the Existing Firestone Shares will re-commence on AIM on 30 
September 2010. 
 
 
18.       Interests in Kopane securities held by Firestone and its concert 
parties 
 
Except for the irrevocable undertakings referred to in paragraph 15 above, as at 
20 July 2010 (the latest practicable date prior to the date of this 
Announcement), neither Firestone nor any member of the Firestone Group nor any 
Firestone Director nor (in the case of the Firestone Directors) any member of 
their immediate families or related trusts or any connected persons nor any 
persons acting in concert with Firestone or the Firestone Directors has any 
interest or short position in, or right to subscribe for, any relevant 
securities in Kopane. 
 
19.       Overseas Kopane shareholders 
 
Kopane Shareholders who are resident in, ordinarily resident in, or who are 
citizens of any jurisdiction outside the UK ("Overseas Kopane Shareholders") 
should consult their independent professional advisers as to whether they 
require any governmental or other consents or need to observe any other 
formalities to enable them to participate in the Acquisition. If a Kopane 
Shareholder is in any doubt as to his eligibility to participate in the 
Acquisition, he should contact his independent professional adviser immediately. 
The implications of the Scheme for Overseas Kopane Shareholders may be affected 
by the laws of the relevant jurisdictions. Such Overseas Kopane Shareholders 
should inform themselves about and observe any applicable legal requirements. It 
is the responsibility of each Overseas Kopane Shareholder to satisfy himself as 
to the full observance of the laws of the relevant jurisdiction in connection 
therewith, including the obtaining of any governmental, exchange control or 
other consents which may be required to be observed and the payment of any 
issue, transfer or other taxes in such jurisdictions. 
Further details in relation to Overseas Kopane Shareholders will be set out in 
the Scheme Document. 
20.       General 
 
The Acquisition will be subject to the Conditions and certain further terms set 
out in Appendix I. 
 
The bases and sources of certain information contained in this Announcement are 
set out in Appendix II. 
 
Certain terms used in this Announcement are defined in Appendix IV. 
 
The Scheme Document setting out the details of the Acquisition will be posted to 
Kopane Shareholders as soon as possible, but in any event, within 28 days of 
today's date.  The Scheme Document will include full details of the Scheme, 
together with notices of the Court Meeting and the Kopane GM, and the expected 
timetable, and will specify the necessary action to be taken by Kopane 
Shareholders.  Kopane Shareholders receiving the formal documentation in 
relation to the Acquisition are advised to read it carefully, once it has been 
dispatched as it will contain important information. 
 
The Firestone Circular setting out details of the Acquisition, and the Enlarged 
Group will be posted to Firestone Shareholders as soon as possible, but in any 
event within 28 days of today's date.  The Firestone Circular will contain 
notice of the Firestone GM and will specify the necessary action to be taken by 
Firestone Shareholders. 
 
Subject to the terms of the Implementation Agreement, Firestone reserves the 
right, subject to the prior consent of the Panel, to elect to implement the 
Acquisition by way of a Takeover Offer.  In such event, such Takeover Offer will 
be implemented on the same terms (subject to appropriate amendments), so far as 
applicable, as those which would apply to the Scheme except that the Takeover 
Offer may exclude Kopane Shareholders resident in certain overseas 
jurisdictions.  Furthermore, if sufficient acceptances of such offer are 
received and/or sufficient Kopane Shares are otherwise acquired, it is the 
intention of Firestone to apply the provisions of section 979 of the Companies 
Act to acquire compulsorily any outstanding Kopane Shares to which such offer 
relates. 
 
This Announcement is not a prospectus. It does not constitute or form any part 
of an offer to sell or an invitation to purchase or subscribe for any securities 
or the solicitation of any vote for approval in any jurisdiction, nor shall 
there be any sale, issuance or transfer of the securities referred to in this 
Announcement in the United States or any jurisdiction in contravention of 
applicable law. The Offer will be made solely on the basis of the Scheme 
Document, which will contain the full terms and conditions of the Acquisition. 
The Scheme Document will be posted to those shareholders able to receive it in 
due course. Any response in relation to the Acquisition should be made only on 
the basis of the information in the Scheme Document. 
 
The availability of the Offer to Kopane Shareholders who are not resident in and 
citizens of the United Kingdom may be affected by the laws of the relevant 
jurisdictions in which they are located or of which they are citizens. Such 
persons should inform themselves of, and observe, any applicable legal or 
regulatory requirements of their jurisdictions. Further details in relation to 
overseas shareholders will be contained in the Scheme Document. 
 
To the extent that the Acquisition is effected by way of the Scheme, the New 
Firestone Shares to be issued to Kopane Shareholders under the Scheme have not 
been, and will not be, registered under the US Securities Act, or under the 
securities laws of any state, district or other jurisdiction of the United 
States, the Republic of South Africa, Singapore, Canada or Japan. 
 
If the Acquisition is carried out by way of a Takeover Offer, it will not be 
made, directly or indirectly, in or into the United States, the Republic of 
South Africa, Singapore, Canada or Japan and will not be capable of acceptance 
from or within the United States, Republic of South Africa, Singapore, Canada or 
Japan.  Accordingly, copies of this Announcement and all documents relating to 
the Takeover Offer will not be and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from the United States, the Republic of South 
Africa, Singapore, Canada or Japan.  If the Acquisition is carried out by way of 
a Takeover Offer, the New Firestone Shares to be issued in connection with such 
Takeover Offer have not been and will not be registered under the US Securities 
Act or under the securities laws of any state of the United States and, subject 
to certain exceptions, the Takeover Offer will not be made in or into the United 
States.  There will be no public offering of the New Firestone Shares in the 
United States and the New Firestone Shares may not be offered, sold or 
delivered, directly or indirectly, in or into the United States other than 
pursuant to an exemption from the registration requirements of the US Securities 
Act. 
 
These written materials are not an offer of securities for sale in the United 
States.  Securities may not be offered or sold in the United States absent 
registration under the US Securities Act or an exemption therefrom.  Firestone 
has not registered and does not intend to register any of the New Firestone 
Shares under the US Securities Act. 
 
To the extent that the Acquisition is effected by way of the Scheme, it is 
expected that the New Firestone Shares will be issued in reliance upon the 
exemption from the registration requirements of the US Securities Act provided 
by Section 3(a)(10) thereof.  Any offer of New Firestone Shares made by way of 
the Scheme will be made by means of the Scheme Document that may be obtained 
from Kopane which will contain detailed information about the Acquisition, 
Kopane, Firestone and their management, as well as financial and other important 
information.  Any Kopane Shareholder in the United States that is an "affiliate" 
of Firestone under applicable US securities laws either within the 90 days prior 
to the implementation of the Scheme or following implementation of the Scheme 
will be subject to certain restrictions on the sale of the New Firestone Shares 
received pursuant to the Scheme. 
 
Evolution Securities and Brewin Dolphin, which are authorised and regulated in 
the United Kingdom by the Financial Services Authority, are acting exclusively 
for Firestone and no-one else in connection with the matters described in this 
Announcement and will not be responsible to anyone other than Firestone for 
providing the protections afforded to clients of Evolution Securities or Brewin 
Dolphin or for providing advice in relation to the matters described in this 
Announcement. 
 
finnCap, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Kopane and no-one else 
in connection with the matters described in this Announcement and will not be 
responsible to anyone other than Kopane for providing the protections afforded 
to clients of finnCap nor for providing advice in relation to the Acquisition or 
any other matter described in this Announcement. 
 
The Firestone Directors accept responsibility for all the information contained 
in this Announcement except for that information for which the Kopane Directors 
accept responsibility. To the best of the knowledge and belief of the 
Firestone Directors (who have taken all reasonable care to ensure that such is 
the case), the information contained in this Announcement for which they are 
responsible is in accordance with the facts and does not omit anything likely to 
affect the import of such information. 
 
The Kopane Directors accept responsibility for all information in this 
Announcement relating to Kopane, the Kopane Group and the Kopane Directors. To 
the best of the knowledge and belief of the Kopane Directors (who have taken all 
reasonable care to ensure that such is the case), the information contained in 
this Announcement for which they are responsible is in accordance with the facts 
and does not omit anything likely to affect the import of such information. 
 
Forward-Looking Statements 
 
This document contains certain forward-looking statements with respect to the 
financial condition, results of operations and business of Firestone, Kopane and 
the Enlarged Group and certain plans and objectives of the Firestone Directors 
and the Kopane Directors with respect thereto. These forward-looking statements 
can be identified by the fact that they do not relate only to historical or 
current facts. Forward-looking statements often use words such as "anticipate", 
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", 
"may", "should", "would", "could" or other words of similar meaning. These 
statements are based on assumptions and assessments made by the Firestone 
Directors and/or the Kopane Directors in light of their experience and their 
perception of historical trends, current conditions, expected future 
developments and other factors they believe appropriate. By their nature, 
forward-looking statements involve risk and uncertainty, because they relate to 
events and depend on circumstances that will occur in the future and the factors 
described in the context of such forward-looking statements in this Announcement 
could cause actual results and developments to differ materially from those 
expressed in or implied by such forward-looking statements. Although the 
Firestone Directors and/or the Kopane Directors believe that the expectations 
reflected in such forward-looking statements are reasonable, they can give no 
assurance that such expectations will prove to have been correct and assume no 
obligation to update or correct the information contained in this document and 
Firestone and Kopane therefore caution investors not to place undue reliance on 
these forward-looking statements which speak only as at the date of this 
Announcement. 
Nothing in this Announcement is intended to be a profit forecast and the 
statements in this Announcement should not be interpreted to mean that the 
earnings per Firestone Share or Kopane Share for the current or future financial 
periods will necessarily be greater than those for the relevant preceding 
financial period. 
The statements contained herein are made as at the date of this Announcement, 
unless some other time is specified in relation to them, and the issue of this 
Announcement shall not give rise to any implication that there has been no 
change in the facts set forth herein since that date. Nothing contained herein 
shall be deemed to be a forecast, projection or estimate of the future financial 
performance of Firestone or Kopane except where otherwise stated. 
Dealing disclosure requirements 
 
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any 
class of relevant securities of an offeree company or of any paper offeror 
(being any offeror other than an offeror in respect of which it has been 
announced that its offer is, or likely to be, solely in cash) must make an 
Opening Position Disclosure following the commencement of the Offer period and, 
if later, following the announcement in which any paper offeror is first 
identified. 
 
An Opening Position Disclosure must contain details of the person's interests 
and short positions in, and rights to subscribe for, any relevant securities of 
each of (i) the offeree company and (ii) any paper offeror(s).  An Opening 
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no 
later than 3.30 p.m. (London time) on the 10th business day following the 
commencement date of the offer period and, if appropriate, by no later than 3.30 
p.m. (London time) on the 10th business day following the announcement in which 
the paper offeror is first identified.  Relevant persons who deal in the 
relevant securities of the offeree company or a paper offeror prior to the 
deadline for making an Opening Position Disclosure must instead make a Dealing 
Disclosure. 
 
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 
or more of any class of relevant securities of the offeree company or of any 
paper offeror must make a Dealing Disclosure if the person deals in any relevant 
securities of the offeree company or of any paper offeror.  A Dealing Disclosure 
must contain details of the dealing concerned and of the person's interests and 
short positions in, and rights to subscribe for, any relevant securities of each 
of (i) the offeree company and (ii) the paper offeror, save to the extent that 
these details have previously been disclosed under Rule 8.  A Dealing Disclosure 
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. 
(London time) on the business day following the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire an interest in relevant securities of an 
offeree or  a paper offeror, they will be deemed to be a single person for the 
purposes of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and  by 
any offeror and Dealing Disclosures must also be made by the offeree, by any 
offeror and by any persons acting in concert with any of them (see Rules 8.1, 
8.2 and 8.4). 
 
Details of the offeree and the offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made can 
be found in the Disclosure Table on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk, including details of the number of relevant 
securities in issue, when the offer period commenced and when any offeror was 
first identified.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
 
Firestone is a paper offeror for the purposes of the above disclosure 
requirements. 
 
Publication on websites 
 
A copy of this Announcement and certain information published or otherwise made 
available by Firestone in connection with the Acquisition is available at: 
http://www.Firestonediamonds.com/ 
 
A copy of this Announcement and certain information published or otherwise made 
available by Kopane in connection with the Acquisition is available at: 
http://www.Kopanediamonds.com/s/Home.asp 
 
Rule 2.10 Disclosure 
 
In accordance with Rule 2.10 of the Code, Firestone has 127,891,637 ordinary 
shares of 20p each in issue with ISIN GB0003915336.  Kopane has 301,511,651 
ordinary shares of 1p each in issued with ISIN GB0002998978. 
 
 
                                   Appendix I 
                Conditions and Further Terms of the Acquisition 
 
The Acquisition is conditional upon the Scheme becoming unconditional and 
becoming effective by not later than 31 December 2010, or such later date (if 
any) as Kopane and Firestone may, with the consent of the Panel (if required) 
agree and the Court may allow. 
Part A: Conditions of the Acquisition 
1.         The Scheme is conditional upon: 
1.1        the approval of the Scheme by a majority in number of Scheme 
Shareholders (or any relevant class or classes thereof), present and voting 
either in person or by proxy, at the Court Meeting (or at any adjournment of 
such meeting) representing 75 per cent. or more in value of the Scheme Shares 
voted by those Scheme Shareholders; 
1.2        the resolution(s) required to implement the Scheme and set out in the 
notice of the Kopane General Meeting being duly passed by the requisite majority 
at the Kopane General Meeting (or at any adjournment of such meeting); and 
1.3        the sanction (with or without modification, any such modification 
being on terms reasonably acceptable to Kopane and Firestone) of the Scheme and 
the confirmation of the Reduction of Capital by the Court being obtained and 
office copies of the Court Orders being delivered to the Registrar of Companies. 
2.         In addition, subject as stated in Part B below, the Acquisition is 
conditional upon the following matters, and accordingly the necessary actions to 
make the Scheme effective will not be taken unless such Conditions have been 
satisfied (where capable of satisfaction), or waived, prior to the Scheme being 
sanctioned by the Court in accordance with paragraph 1 above: 
2.1        the passing at the Firestone General Meeting (or any adjournment 
thereof) of the First  Firestone Resolution (as such resolution is set out in 
the Firestone Circular); 
2.2        admission to AIM of the New Firestone Shares and the re-admission to 
AIM of the Existing Firestone Shares becoming effective in accordance with the 
AIM Rules or the London Stock Exchange agreeing to admit the New Firestone 
Shares to AIM and to re-admit the Existing Firestone Shares to AIM; 
2.3        no central bank, government or governmental, quasi-governmental, 
supranational, statutory or regulatory body, or any court, institution, 
investigative body, association, trade agency or professional or environmental 
body or (without prejudice to the generality of the foregoing) any other person 
or body having statutory or regulatory competence in any jurisdiction (each a 
"Relevant Authority") having decided to take, instituted, implemented or 
threatened any action, proceedings, suit, investigation or enquiry or enacted, 
made or proposed any statute, regulation or order or otherwise taken any other 
step or done any thing, and there not being outstanding any statute, legislation 
or order, which would or might reasonably be expected to: 
(i)         make the Acquisition or its implementation or the acquisition of 
shares in, or control of, Kopane by any member of the Firestone Group, illegal, 
void or unenforceable in or under the laws of any jurisdiction or directly or 
indirectly otherwise, to an extent which is material, restrict, restrain, 
prohibit, delay, impose additional conditions or obligations with respect to, or 
otherwise interfere with, challenge or require amendment to the implementation 
of, the Acquisition or the acquisition of any shares in, or control of Kopane by 
any member of the Firestone Group or any matters arising therefrom; 
(ii)         require, prevent, delay or affect the divestiture (or alter the 
terms of any proposed divestiture) by any member of the Wider Firestone Group or 
Wider Kopane Group of all or any portion of their respective businesses, assets 
or properties or of any Kopane Shares or other securities in Kopane or impose 
any limitation on the ability of any of them to conduct their respective 
businesses or own their respective assets or properties or any part thereof, in 
any such case to an extent which is material in the context of the Wider 
Firestone Group, or the Wider Kopane Group, as the case may be, taken as a 
whole; 
(iii)        impose any material limitation on the ability of any member of the 
Wider Firestone Group to acquire or hold or exercise effectively, directly or 
indirectly, all rights attaching to all or any of the Kopane Shares (whether 
acquired pursuant to the Acquisition or otherwise); 
(iv)        other than in connection with the Acquisition, require any member of 
the Wider Firestone Group or the Wider Kopane Group to acquire or to offer to 
acquire any shares or other securities or rights thereover in any member of the 
Wider Kopane Group owned by any third party, in any such case to an extent which 
is material in the context of the Wider Firestone Group, or the Wider Kopane 
Group, as the case may be, taken as a whole; 
(v)         impose any limitation on the ability of any member of the Wider 
Firestone Group or the Wider Kopane Group to integrate or co-ordinate its 
business, or any part of it, with the business of any other member of the Wider 
Firestone Group or the Wider Kopane Group in any such case to an extent which is 
material in the context of the Wider Firestone Group or the Wider Kopane Group, 
as the case may be, taken as a whole; or 
(vi)        otherwise adversely affect any or all of the businesses, assets, 
financial or trading position, prospects or profits of any member of the Wider 
Firestone Group or the Wider Kopane Group or the exercise of any rights 
attaching to the shares of any company in the Kopane Group, in any such case to 
an extent which is material in the context of the Wider Firestone Group, or the 
Wider Kopane Group, as the case may be, taken as a whole, 
and all applicable waiting or other time periods during which such Relevant 
Authority could take, institute, implement or threaten any such action, 
proceeding, suit, investigation, enquiry or reference or otherwise intervene in 
respect of the Acquisition, having expired, lapsed or been terminated; 
2.4        (i) all authorisations, orders, grants, consents, clearances, 
licences, permissions and approvals, in any jurisdiction, deemed reasonably 
necessary or appropriate by Firestone in respect of the Acquisition, being 
obtained in terms and in a form satisfactory to Firestone (acting reasonably) 
from all appropriate Relevant Authorities or (without prejudice to the 
generality of the foregoing) from any persons or bodies with whom any member of 
the Wider Firestone Group or the Wider Kopane Group has entered into contractual 
arrangements or which are necessary for Kopane or any member of the Kopane Group 
to carry on its business; (ii) all such material authorisations, orders, grants, 
consents, clearances, licences, permissions and approvals remaining in full 
force and effect and there being no intimation of any intention to revoke, 
suspend, restrict, modify or not to renew the same and all necessary 
notifications, applications and filings having been made, all appropriate 
waiting and other time periods (including extensions thereto) under any 
applicable legislation and regulations in any jurisdiction having expired, 
lapsed or been terminated and (iii) all material statutory or regulatory 
obligations in any jurisdiction in respect of the Acquisition or the proposed 
acquisition of Kopane by Firestone having been complied with; 
2.5        appropriate assurances being received, in terms satisfactory to 
Firestone (acting reasonably), from the Relevant Authorities or any party with 
whom any member of the Wider Kopane Group has any contractual or other 
relationship that the interests held by any member of the Wider Kopane Group 
under any material licences, leases, consents, permits and other rights will not 
be materially and adversely amended or otherwise materially and adversely 
affected by the Acquisition or the proposed acquisition of Kopane or any matters 
arising therefrom, that such licences, leases, consents, permits and other 
rights are in full force and effect and that there is no intention to revoke or 
amend any of the same; 
2.6        save as Disclosed, there being no provision of any agreement, 
instrument, permit, licence or other arrangement to which any member of the 
Wider Kopane Group is a party or by or to which it or any of its assets may be 
bound, entitled or subject which, as a consequence of the Acquisition or the 
proposed acquisition of Kopane or because of a change in the control or 
management of Kopane or any member of the Wider Kopane Group or otherwise, would 
or might reasonably be expected to have the result (which, in any such case is 
material and adverse in the context of the Wider Kopane Group taken as a whole), 
that: 
(a)        any monies borrowed by, or other indebtedness, actual or contingent, 
of, or grant available to, any member of the Wider Kopane Group becomes or is 
capable of being declared repayable immediately or earlier than the repayment 
date stated in such agreement, instrument or other arrangement or the ability of 
any member of the Wider Kopane Group to borrow monies or incur indebtedness is 
withdrawn, prohibited, inhibited or adversely affected or becomes capable of 
being withdrawn or inhibited; 
(b)        the creation or assumption of any liability, actual or contingent, by 
any member of the Wider Kopane Group other than in the ordinary course of 
business; 
(c)        any mortgage, charge or other security interest is created or 
enforced over the whole or any material part of the business, property or assets 
of any member of the Wider Kopane Group or any such security interest (whenever 
arising) becomes enforceable; 
(d)        any such agreement, instrument, permit, licence or other arrangement, 
or any right, interest, liability or obligation of any member of the Wider 
Kopane Group therein, is terminated, adversely modified or adversely affected, 
or any adverse action is taken or onerous obligation or liability arises 
thereunder; 
(e)        the value of any member of the Wider Kopane Group or its financial or 
trading position is adversely affected; 
(f)         any material asset or interest of any member of the Wider Kopane 
Group is or falls to be disposed of or charged or ceases to be available to any 
such member or any right arising under which any asset or interest could be 
required to be disposed of or charged other than in the ordinary course of 
business; 
(g)        the rights, liabilities, obligations or interests or business of any 
member of the Wider Kopane Group in or with any other person, firm or company 
(or any arrangement relating to such interest or business) are terminated, 
adversely modified or adversely affected; or 
(h)        any member of the Wider Kopane Group ceases to be able to carry on 
business under any name under which it currently does so. 
2.7        since 31 December 2009 and save as Disclosed, no member of the Kopane 
Group having: 
(a)        issued or agreed to issue or authorised or proposed the issue of 
additional shares of any class or issued or authorised or proposed the issue of 
or granted or agreed to grant securities convertible into or rights, warrants or 
options to subscribe for or acquire such shares or convertible securities or 
redeemed, purchased or reduced or announced any intention to do so or made any 
other change to any part of its share capital, save as between Kopane and wholly 
owned subsidiaries of Kopane and save for the issue of Kopane Shares pursuant to 
or in connection with rights granted under, or the grant of rights under, the 
Kopane Share Scheme which has been Disclosed; 
(b)        recommended, declared, paid or made or proposed to recommend, 
declare, pay or make any dividend, bonus or other distribution other than 
dividends lawfully paid to other members of the Kopane Group; 
(c)        authorised or proposed or announced its intention to propose any 
merger or demerger or acquisition or disposal or transfer of assets or shares or 
securities (other than to other members of the Kopane Group) or any material 
change in its share or loan capital; 
(d)        issued or authorised or proposed the issue of any debentures or 
incurred or increased any indebtedness or contingent liability, in each case of 
an aggregate amount that is material in the context of the Wider Kopane Group 
taken as a whole; 
(e)        (save for transactions between members of the Kopane Group) disposed 
of or transferred, mortgaged or encumbered any asset or any right, title or 
interest in any asset or entered into or varied or terminated any contract, 
commitment or arrangement (whether in respect of capital expenditure or 
otherwise) which is of a long term or onerous or unusual nature or which 
involves or might reasonably be expected to involve an obligation of a nature or 
magnitude which is material or authorised, proposed or announced any intention 
to do so, where in each such case it is material in the context of the Wider 
Kopane Group taken as a whole; 
(f)         other than pursuant to the Acquisition (and save for transactions 
between members of the Kopane Group) entered into or varied or proposed to enter 
into or vary any contract, commitment, arrangement or other transaction which is 
of a long term or unusual or onerous nature or is otherwise than in the ordinary 
course of business or announced any intention to do so, that is material in the 
context of the Wider Kopane Group taken as a whole; 
(g)        implemented or authorised any reconstruction, amalgamation or other 
transaction (other than pursuant to the Acquisition and save for transactions 
between members of the Kopane Group) which is, in any case, material in the 
context of the Wider Kopane Group taken as a whole; 
(h)        entered into, or varied the terms of, any contract or agreement with 
any of the directors or senior executives of Kopane; 
(i)         taken or proposed any corporate action or had any legal proceedings 
started or threatened against it for its winding-up, dissolution or 
reorganisation or for the appointment of a receiver, administrator, 
administrative receiver, trustee or similar officer of all or any of its assets 
and revenues or the appointment of any analogous person in any jurisdiction; 
(j)         (other than in respect of claims between members of the Kopane 
Group) waived or compromised or settled any claim other than in the ordinary 
course of business, which is material in the context of the business of the 
Wider Kopane Group taken as a whole; 
(k)        (other than pursuant to the Acquisition and as envisaged in 
accordance with the terms of the Scheme) made any amendment to its articles of 
association or other constitutional documents; 
(l)         entered into any contract, commitment, transaction or arrangement 
which is or may be restrictive in a material way on the business of any member 
of the Wider Kopane Group; 
(m)       been unable or admitted that it is unable to pay its debts or having 
stopped or suspended (or threatened to stop or suspend) payment of its debts 
generally or ceased or threatened to cease carrying on all or a substantial part 
of its business; 
(n)        modified in any respect the terms of the Kopane Share Scheme or 
proposed, agreed to provide, or modified in any respect any other share option 
scheme or incentive scheme relating to the employment or termination of 
employment of any person employed by the Wider Kopane Group, in each case to the 
extent material in the context of the Wider Kopane Group taken as a whole; or 
(o)        entered into any contract, commitment or agreement or passed any 
resolution or made any offer (which remains open) with respect to, or proposed 
or announced any intention to effect or propose any of the transactions, matters 
or events referred to in this condition 2.7; 
2.8        since 31 December 2009 and save as Disclosed: 
(a)        no litigation, arbitration, prosecution or other legal proceedings or 
investigation by any Relevant Authority having been instituted, announced or 
threatened or become pending or remained outstanding by or against any member of 
the Wider Kopane Group or to which any member of the Wider Kopane Group is or 
may become a party (whether as plaintiff, defendant or otherwise), and no 
enquiry or investigation by any Relevant Authority or other investigative body 
having been threatened, announced, implemented or instituted or remaining 
outstanding by, against or in respect of any member of the Wider Kopane Group 
which in any such case would have a material adverse effect on the Wider Kopane 
Group taken as a whole; 
(b)        no adverse change having occurred in the business, assets, financial 
or trading position, profits or prospects of any member of the Wider Kopane 
Group, which is material in the context of the Wider Kopane Group taken as a 
whole; 
(c)        no contingent or other liability in respect of any member of the 
Wider Kopane Group having arisen which would or might reasonably be expected 
materially and adversely to affect any member of the Wider Kopane Group and 
which in any such case is material in the context of the Wider Kopane Group 
taken as a whole; and 
(d)        no steps having been taken and no omissions having been made which 
would or would be reasonably likely to result in the withdrawal, cancellation, 
termination or adverse modification of any licence held by any member of the 
Wider Kopane Group which is necessary for the proper carrying on of its business 
and which, in any such case, is material in the context of the Wider Kopane 
Group taken as a whole; and 
2.9        save as Disclosed, Firestone not having discovered that: 
(a)        any business, financial or other information concerning any member of 
the Wider Kopane Group that has been Disclosed, either contains a 
misrepresentation of fact or omits to state a fact necessary to make the 
information contained therein not misleading and which, in any such case, is 
material in the context of the Wider Kopane Group taken as a whole; 
(b)        any member of the Wider Kopane Group is subject to any liability, 
actual or contingent and which in each such case is material in the context of 
the Wider Kopane Group taken as a whole; 
(c)        any information which affects the import of any information disclosed 
at any time by or on behalf of the Wider Kopane Group to an extent which is 
material in the context of the Wider Kopane Group taken as a whole; 
(d)        any past or present member of the Wider Kopane Group has not complied 
with all applicable legislation or regulations of any jurisdiction or any notice 
or requirement of any Relevant Authority with regard to the storage, disposal, 
discharge, spillage, leak or emission of any waste or hazardous substance or any 
substance likely to impair the environment or to harm human or animal health or 
otherwise relating to environmental matters (which non-compliance might 
reasonably be expected to give rise to any liability (whether actual or 
contingent) or cost on the part of any member of the Wider Kopane Group) or that 
there has otherwise been any such disposal, discharge, spillage, leak or 
emission (whether or not the same constituted a non-compliance by any person 
with any such legislation or regulations and wherever the same may have taken 
place) which in any such case might reasonably be expected to give rise to any 
liability (whether actual or contingent) or cost on the part of any member of 
the Wider Kopane Group and which in each such case is material, in the context 
of the Wider Kopane Group taken as a whole; 
(e)        there is or is reasonably likely to be any liability (whether actual 
or contingent) to make good, repair, reinstate or clean up any property now or 
previously owned, occupied or made use of or controlled by any past or present 
member of the Wider Kopane Group or any controlled waters under any 
environmental legislation, regulation, notice, circular or order of any Relevant 
Authority or third party or otherwise in any jurisdiction, in each case to an 
extent which is material in the context of the Wider Kopane Group taken as a 
whole; 
(f)         circumstances exist (whether as a result of the Acquisition of 
otherwise) which might reasonably be expected to lead to any Relevant Authority 
instituting, or any member of the Wider Kopane Group might reasonably be 
expected to be required to institute, an environmental audit or take any other 
steps which in any such case might reasonably be expected to result in any 
actual or contingent liability to improve or install new plant or equipment or 
make good, repair, reinstate or clean up any land or other asset now or 
previously owned, occupied or made use of or controlled by any member of the 
Wider Kopane Group, which in each case, are material in the context of the Wider 
Kopane Group taken as a whole; or 
(g)        circumstances exist whereby a person or class of persons might 
reasonably be expected to have any claim or claims in respect of any product or 
process of manufacture or materials used therein now or previously manufactured, 
sold or carried out by any past or present member of the Wider Kopane Group 
which in each such case, are material in the context of the Wider Kopane Group 
taken as a whole. 
Part B: Waiver of Conditions and further terms of the Acquisition 
3.         Firestone reserves the right to waive, in whole or in part, all or 
any of Conditions 2.3 to 2.9 (inclusive). Firestone shall be under no obligation 
to waive or treat as satisfied any of such Conditions by a date earlier than the 
date specified above for the satisfaction thereof notwithstanding that the other 
Conditions of the Acquisition may at such earlier date have been waived or 
fulfilled and that there are at such earlier date no circumstances indicating 
that any such Conditions may not be capable of fulfilment. 
4.         If Firestone is required by the Panel to make an offer for Kopane 
Shares under the provisions of Rule 9 of the Code, Firestone may make such 
alterations to any of the above Conditions as are necessary to comply with the 
provisions of that Rule. 
5.         The Acquisition will lapse and the Scheme will not proceed if the 
European Commission initiates proceedings under Article 6(1)(c) of the EC Merger 
Regulation or the Acquisition is referred to the Competition Commission before 
the date of the Court Meeting. 
Part C: Certain further terms of the Acquisition 
6.         Firestone reserves the right, with the consent of the Panel and the 
consent (such consent not to be unreasonably withheld or delayed) of Kopane, to 
elect to implement the Acquisition by way of a takeover offer. In such event, 
such offer will be implemented on the same terms (subject to appropriate 
amendments including (without limitation) an acceptance condition set at 90 per 
cent. (or such lesser percentage (being more than 50 per cent.) as Firestone may 
decide) of the shares to which such offer relates and of the voting rights 
carried by those shares) so far as applicable, as those which would apply to the 
Scheme. 
7.         The availability of the Acquisition to persons not resident in the 
United Kingdom may be affected by the laws of the relevant jurisdictions. 
Persons who are not resident in the United Kingdom should inform themselves 
about any applicable requirements. 
8.         If the Scheme is effected, the New Kopane Shares to be issued 
pursuant to the Scheme will be acquired by Firestone fully paid and free from 
all liens, charges, equitable interests, encumbrances, rights of pre-emption and 
any other rights and interests of any nature whatsoever and together with all 
rights now and hereafter attaching thereto, including voting rights and the 
right to receive and retain in full all dividends and other distributions (if 
any) declared, made or paid on or after the effective date of the Scheme. Under 
the terms of the Acquisition, each Kopane Shareholder will forego all rights to 
any future dividend or undeclared dividends or other returns of capital of 
Kopane. 
This document and any rights or liabilities arising hereunder, together with the 
Acquisition and the Scheme, will be governed by English law and will be subject 
to the jurisdiction of the English courts. The AIM Rules and the rules contained 
in the Code, so far as they are appropriate, will apply to the Acquisition. 
 
 
                                  Appendix II 
                                Sources and Bases 
 
Save as otherwise stated, the following constitute the bases and sources of 
certain information referred to in this Announcement: 
1.              Historic financial information relating to Kopane has been 
extracted without material adjustment from the relevant published audited 
reports and accounts of Kopane. 
2.              Historic financial information relating to Firestone has been 
extracted without material adjustment from the relevant published audited 
reports and accounts of Firestone. 
3.              Reference to the Kopane Fully Diluted Share Capital assumes: 
(a)         301,511,651 Kopane Shares in issue; and 
(b)         the vesting of all awards and exercise of all options (where such 
options have an exercise price of not more than 17 pence) issued and outstanding 
over Kopane Shares, representing 8,276,981 Kopane Shares in aggregate; and 
(c)         the Kopane Warrants have been excluded in view of the fact that they 
will lapse on the Effective Date, 
in each case as at 20 July 2010 (being the Business Day prior to the date of 
this Announcement). 
4.              Unless otherwise stated, all prices quoted for shares are 
Closing Prices. 
5.              The percentage ownership of the Enlarged Group held by former 
Kopane Shareholders and existing Firestone Shareholders is based on the enlarged 
issued share capital of Firestone following the Acquisition, being the aggregate 
of 127,891,637 Firestone Shares in issue on 20 July 2010 (source: Firestone 
registrar) and approximately 140,413,465 million New Firestone Shares to be 
issued pursuant to the Offer. 
6.              The calculation of the 140,413,465 New Firestone Shares to be 
issued as the consideration payable for the Acquisition is based upon Kopane's 
undiluted share capital of 301,511,651 ordinary shares on 20 July 2010 and the 
Exchange Ratio. 
 
                                  Appendix III 
                            Irrevocable Undertakings 
 
None of the Kopane Directors hold any Kopane Shares, although all the Kopane 
Directors have given irrevocable undertakings to Firestone and Kopane as 
described in paragraph 4 of this Announcement in respect of any Kopane Shares 
acquired by them prior to the completion of the Scheme.  In addition to the 
Kopane Directors, the following persons have given irrevocable undertakings to 
vote in favour of the Kopane Resolution at the Kopane GM and in favour of the 
resolution to be proposed at the Court Meeting in respect of the number of 
Kopane Shares set out below: 
 
+---------------+--------------------------------------------+ 
|     Name      |          Number of Kopane Shares           | 
|               |                                            | 
+---------------+--------------------------------------------+ 
| Obtala*       |                48,695,000                  | 
+---------------+--------------------------------------------+ 
| Lanstead**    |                30,000,000                  | 
+---------------+--------------------------------------------+ 
| JP Morgan     |                29,049,367                  | 
| Fleming       |                                            | 
+---------------+--------------------------------------------+ 
 
Notes: 
 
*32,200,000 shares are registered in the name of Corporate Services TD 
(Waterhouse) Nominees Ltd and 16,495,000 shares are registered in the name of 
Pershing Nominees Limited 
 
** registered in the name of KAS Bank NV 
 
These undertakings will continue to be binding in the event that the Acquisition 
is implemented by way of a Takeover Offer. The undertaking from Obtala remains 
binding in the event of a higher Competing Proposal being made in relation to 
Kopane unless the Acquisition lapses or is withdrawn. The undertaking from 
Lanstead will cease to be binding in the event that an alternative offer for 
Kopane is announced pursuant to rule 2.5 of the Code ("Alternative Offer"), and 
the valuation of the consideration payable pursuant to the Alternative Offer 
represents an improvement in the reasonable opinion of finnCap of not less than 
10 per cent. over the value of the Acquisition. The undertaking from JP Morgan 
Fleming will cease to be binding in the event that a third party announces an 
intention to make a general offer to acquire the issued share capital of 
Firestone which is recommended by the Firestone Directors, or a third party 
announce an intention to make a general offer to acquire the issued share 
capital of Kopane which is recommended by the Kopane Directors. 
 
The following Firestone Directors have given irrevocable undertakings to vote in 
favour of the Firestone Resolutions at the Firestone GM in respect of the number 
of Firestone Shares set out below: 
 
+---------------+--------------------------------------------+ 
|     Name      |        Number of Firestone Shares          | 
|               |                                            | 
+---------------+--------------------------------------------+ 
| James F.      |                  505,765                   | 
| Kenny         |                                            | 
+---------------+--------------------------------------------+ 
| Philip Kenny  |                  538,806                   | 
+---------------+--------------------------------------------+ 
| Hugh          |                  586,057                   | 
| Jenner-Clarke |                                            | 
+---------------+--------------------------------------------+ 
| James Kenny   |                  157,023                   | 
+---------------+--------------------------------------------+ 
| Michael       |                  190,712                   | 
| Hampton       |                                            | 
+---------------+--------------------------------------------+ 
| William       |                  22,000                    | 
| Douglas       |                                            | 
| Baxter        |                                            | 
+---------------+--------------------------------------------+ 
 
In addition, the following Firestone Shareholders have given irrevocable 
undertakings to vote in favour of the Firestone Resolutions at the Firestone GM 
in respect of the number of Firestone Shares set out below: 
 
 
+---------------+--------------------------------------------+ 
|     Name      |        Number of Firestone Shares          | 
|               |                                            | 
+---------------+--------------------------------------------+ 
| JP Morgan     |                13,059,536                  | 
| Fleming       |                                            | 
+---------------+--------------------------------------------+ 
| Axa           |                 8,383,600                  | 
| Framlington   |                                            | 
+---------------+--------------------------------------------+ 
| Blenheim      |                 7,508,531                  | 
+---------------+--------------------------------------------+ 
| Aurora        |                 7,200,000                  | 
+---------------+--------------------------------------------+ 
 
The undertakings from Blenheim and Aurora remain binding remain binding unless 
the Offer lapses or is withdrawn. The undertaking from Axa Framlington will 
cease to be binding in the event that any third party announces an intention to 
make a general offer to acquire the issued share capital of Firestone regardless 
of whether such offer is recommended by the Firestone Directors. The undertaking 
from JP Morgan Fleming will cease to be binding in the event that a third party 
announces a intention to make a general offer to acquire the issued share 
capital of Firestone which is recommended by the Firestone Directors, or a third 
party announces an intention to make a general offer to acquire the issued share 
capital of Kopane which is recommended by the Kopane Directors. 
 
                                  Appendix IV 
                                  Definitions 
 
 
+--------------------+---------------------------------------+ 
| Acquisition        | means the recommended acquisition of  | 
|                    | the entire issued, and to be issued   | 
|                    | ordinary share capital of Kopane by   | 
|                    | Firestone to be implemented by way of | 
|                    | the Scheme (or, subject to the terms  | 
|                    | of the Implementation Agreement,      | 
|                    | should Firestone elect, by means of a | 
|                    | Takeover Offer) on the terms and      | 
|                    | subject to the Conditions set out in  | 
|                    | this Announcement and the Scheme      | 
|                    | Document and any subsequent revision, | 
|                    | variation, extension or renewal       | 
|                    | thereof (such agreed terms and        | 
|                    | Conditions also being set out in the  | 
|                    | Scheme Document)                      | 
+--------------------+---------------------------------------+ 
| Admission          | means the admission of the New        | 
|                    | Firestone Shares and the re-admission | 
|                    | of the Existing Firestone Shares to   | 
|                    | trading on AIM in accordance with the | 
|                    | AIM Rules                             | 
+--------------------+---------------------------------------+ 
| AIM                | AIM, a market of the London Stock     | 
|                    | Exchange                              | 
+--------------------+---------------------------------------+ 
| AIM Rules          | the AIM Rules for Companies as        | 
|                    | published from time to time by the    | 
|                    | London Stock Exchange                 | 
+--------------------+---------------------------------------+ 
| Announcement       | this announcement made by Firestone   | 
|                    | under Rule 2.5 of the Code regarding  | 
|                    | the proposed acquisition of Kopane by | 
|                    | means of the Scheme                   | 
+--------------------+---------------------------------------+ 
| Announcement Date  | 21 July 2010, being the date of this  | 
|                    | Announcement                          | 
+--------------------+---------------------------------------+ 
| Appendices         | the appendices to this Announcement   | 
+--------------------+---------------------------------------+ 
| Brewin Dolphin     | Brewin Dolphin Limited, authorised    | 
|                    | and regulated by the Financial        | 
|                    | Services Authority and nominated      | 
|                    | adviser to Firestone                  | 
+--------------------+---------------------------------------+ 
| Business Day (or   | a day (excluding Saturdays, Sundays   | 
| business day)      | and UK public holidays) on which      | 
|                    | banks are generally open for business | 
|                    | in London                             | 
+--------------------+---------------------------------------+ 
| Capital Reduction  | the hearing by the Court to confirm   | 
| Hearing            | the Reduction of Capital at which the | 
|                    | Reduction Court Order is expected to  | 
|                    | be granted                            | 
+--------------------+---------------------------------------+ 
| Closing Price      | the closing middle market quotation   | 
|                    | of a share at the close of business   | 
|                    | on a particular trading day as        | 
|                    | derived from the Daily Official List  | 
|                    | published for that day                | 
+--------------------+---------------------------------------+ 
| Code               | The City Code on Takeovers and        | 
|                    | Mergers                               | 
+--------------------+---------------------------------------+ 
| Companies Act      | Companies Act 2006                    | 
+--------------------+---------------------------------------+ 
| Competing Proposal | means a proposed offer, tender offer, | 
|                    | merger, acquisition, scheme of        | 
|                    | arrangement, recapitalisation or      | 
|                    | other combination, whether or not     | 
|                    | subject to any pre-conditions and     | 
|                    | howsoever implemented relating to any | 
|                    | direct or indirect acquisition or     | 
|                    | purchase of 50 per cent. or more of   | 
|                    | the Kopane Shares or (as the case may | 
|                    | be) Firestone Shares or all or        | 
|                    | substantially all of the business and | 
|                    | assets of Kopane or (as the case may  | 
|                    | be) Firestone and its respective      | 
|                    | subsidiaries proposed by any third    | 
|                    | party                                 | 
+--------------------+---------------------------------------+ 
| Conditions         | the conditions to the implementation  | 
|                    | of the Acquisition (including the     | 
|                    | Scheme) set out in Appendix I to this | 
|                    | Announcement and Condition means any  | 
|                    | one of them                           | 
+--------------------+---------------------------------------+ 
| Court              | the High Court of Justice in England  | 
|                    | and Wales                             | 
+--------------------+---------------------------------------+ 
| Court Meeting      | means the meeting (and any            | 
|                    | adjournment thereof) of the holders   | 
|                    | of Scheme Shares convened by the      | 
|                    | Court under section 896 of the        | 
|                    | Companies Act 2006 to consider and,   | 
|                    | if thought fit, approve the Scheme    | 
+--------------------+---------------------------------------+ 
| Court Orders       | the Scheme Court Order and the        | 
|                    | Reduction Court Order                 | 
+--------------------+---------------------------------------+ 
| cpht               | carats per hundred tonnes;            | 
+--------------------+---------------------------------------+ 
| CREST              | means the relevant system, as defined | 
|                    | in the CREST Regulations (in respect  | 
|                    | of which Euroclear UK & Ireland       | 
|                    | Limited is operator as defined in the | 
|                    | CREST Regulations)                    | 
+--------------------+---------------------------------------+ 
| CREST Regulations  | means the Uncertificated Securities   | 
|                    | Regulations 1996 (SI 1995 NO.         | 
|                    | 93/3272), as amended                  | 
+--------------------+---------------------------------------+ 
| Daily Official     | the Daily Official List published by  | 
| List               | the London Stock Exchange             | 
+--------------------+---------------------------------------+ 
| De Beers           | De Beers SA                           | 
+--------------------+---------------------------------------+ 
| Debswana           | Debswana Diamond Company Limited      | 
+--------------------+---------------------------------------+ 
| Definitive         | the definitive feasibility study in   | 
| Feasibility Study  | the course of being produced by LMDC  | 
| or DFS             | in relation to the Main Pipe          | 
+--------------------+---------------------------------------+ 
| Disclosed          | fairly disclosed in:                  | 
|                    | (i)         the 2009 annual report    | 
|                    | and accounts of Kopane (including the | 
|                    | audited consolidated financial        | 
|                    | statements of Kopane for the year     | 
|                    | ended 30 June 2009);                  | 
|                    | (ii)         the interim financial    | 
|                    | statements of Kopane for the six      | 
|                    | month period ended 31 December 2009;  | 
|                    | (iii)       all documents in          | 
|                    | Kopane's online data room which has   | 
|                    | been made available as at 6.00pm on   | 
|                    | 20 July 2010 to Firestone and its     | 
|                    | advisers; or                          | 
|                    | (iv)        any public announcement   | 
|                    | released by or on behalf of Kopane to | 
|                    | a Regulatory Information Service at   | 
|                    | any time prior to 6.00 p.m. on 20     | 
|                    | July 2010                             | 
+--------------------+---------------------------------------+ 
| Dredge and         | the floating dredge and processing    | 
| Floating Treatment | plant proposed to be used by          | 
| Plant              | Firestone to process alluvial diamond | 
| or FTP             | material for Namdeb                   | 
|                    |                                       | 
+--------------------+---------------------------------------+ 
| Effective Date     | the date on which the Scheme becomes  | 
|                    | effective in accordance with its      | 
|                    | terms                                 | 
+--------------------+---------------------------------------+ 
| Enlarged Group     | the Firestone Group and the Kopane    | 
|                    | Group following the Acquisition       | 
|                    | becoming effective                    | 
+--------------------+---------------------------------------+ 
| Evolution          | Evolution Securities Limited,         | 
| Securities         | authorised and regulated by the       | 
|                    | Financial Services Authority and      | 
|                    | financial adviser and broker to       | 
|                    | Firestone                             | 
+--------------------+---------------------------------------+ 
| Exchange Ratio     | 0.4657 of a New Firestone Share for   | 
|                    | every 1 Kopane Share                  | 
+--------------------+---------------------------------------+ 
| Existing Firestone | the Firestone Shares in issue as at   | 
| Shares             | the Effective Date                    | 
+--------------------+---------------------------------------+ 
| Financial Services | the UK Financial Services Authority   | 
| Authority or FSA   |                                       | 
+--------------------+---------------------------------------+ 
| finnCap            | finnCap Limited, authorised and       | 
|                    | regulated by the Financial Services   | 
|                    | Authority and financial adviser, rule | 
|                    | 3 adviser and nominated adviser to    | 
|                    | Kopane                                | 
+--------------------+---------------------------------------+ 
| Firestone          | Firestone Diamonds plc, a company     | 
|                    | registered in England and Wales with  | 
|                    | registered number 3589905             | 
+--------------------+---------------------------------------+ 
| Firestone Board    | the board of directors of Firestone   | 
+--------------------+---------------------------------------+ 
| Firestone Circular | the document comprising an admission  | 
|                    | document in accordance with the AIM   | 
|                    | Rules to be produced by Firestone and | 
|                    | posted to the Firestone Shareholders  | 
|                    | as soon as practicable following the  | 
|                    | Announcement Date containing the      | 
|                    | notice convening the Firestone GM and | 
|                    | providing information on the New      | 
|                    | Firestone Shares and the Enlarged     | 
|                    | Group                                 | 
+--------------------+---------------------------------------+ 
| Firestone          | the directors of Firestone as at the  | 
| Directors          | date of this Announcement and         | 
|                    | "Firestone Director" means any one of | 
|                    | them                                  | 
+--------------------+---------------------------------------+ 
| Firestone GM or    | the general meeting of Firestone to   | 
| Firestone General  | be convened in connection with the    | 
| Meeting            | Acquisition, including any            | 
|                    | adjournment thereof                   | 
+--------------------+---------------------------------------+ 
| Firestone Group    | Firestone and its Group               | 
+--------------------+---------------------------------------+ 
| Firestone          | the resolutions to be proposed at the | 
| Resolutions        | Firestone GM for the purposes of,     | 
|                    | inter alia, approving and             | 
|                    | implementing the Acquisition          | 
+--------------------+---------------------------------------+ 
| First Firestone    | the ordinary resolution to be         | 
| Resolution         | proposed at the Firestone GM to       | 
|                    | approve and implement the             | 
|                    | Acquisition, to approve the increase  | 
|                    | in authorised share capital and to    | 
|                    | grant the Firestone Directors         | 
|                    | authority to allot the New Firestone  | 
|                    | Shares                                | 
+--------------------+---------------------------------------+ 
| Firestone          | a holder of Firestone Shares          | 
| Shareholder        |                                       | 
+--------------------+---------------------------------------+ 
| Firestone Shares   | ordinary shares of 20p each in the    | 
|                    | capital of Firestone (including, if   | 
|                    | the context so requires, the New      | 
|                    | Firestone Shares)                     | 
+--------------------+---------------------------------------+ 
| FSMA               | means the Financial Services and      | 
|                    | Markets Act 2000 (as amended)         | 
+--------------------+---------------------------------------+ 
| GOL                | Government of the Kingdom of Lesotho  | 
+--------------------+---------------------------------------+ 
| Group              | in relation to any person, that       | 
|                    | person and any companies which are    | 
|                    | holding companies, subsidiaries or    | 
|                    | subsidiary undertakings of it or of   | 
|                    | any such holding company              | 
+--------------------+---------------------------------------+ 
| holding company    | has the meaning given to it in the    | 
|                    | Companies Act                         | 
+--------------------+---------------------------------------+ 
| Implementation     | the implementation agreement between  | 
| Agreement          | Firestone and Kopane dated the date   | 
|                    | hereof in connection with the         | 
|                    | implementation of the Acquisition     | 
+--------------------+---------------------------------------+ 
| Indicated Resource | the part of a mineral resource for    | 
|                    | which the tonnage, densities, shape,  | 
|                    | physical characteristics, grade and   | 
|                    | mineral content can be estimated with | 
|                    | a reasonable level of confidence. It  | 
|                    | is based on exploration, sampling and | 
|                    | testing information gathered through  | 
|                    | appropriate techniques from locations | 
|                    | such as outcrops, trenches, pits,     | 
|                    | workings and drill holes. The         | 
|                    | locations are too widely or           | 
|                    | inappropriately spaced to confirm     | 
|                    | geological and/or grade continuity    | 
|                    | but are spaced closely enough for     | 
|                    | continuity to be assumed              | 
+--------------------+---------------------------------------+ 
| Inferred Resource  | the part of a mineral resource for    | 
|                    | which tonnage, grade and mineral      | 
|                    | content can be estimated with a low   | 
|                    | level of confidence. It is inferred   | 
|                    | from geological and/or grade          | 
|                    | continuity. It is based on            | 
|                    | information gathered through          | 
|                    | appropriate techniques from locations | 
|                    | such as outcrops, trenches, pits,     | 
|                    | workings and drill holes which may be | 
|                    | limited or of uncertain quality and   | 
|                    | reliability                           | 
+--------------------+---------------------------------------+ 
| Jwaneng Mine       | the Jwaneng Mine in Botswana, which   | 
|                    | is owned and operated by Debswana     | 
+--------------------+---------------------------------------+ 
| Jwaneng Tailings   | the tailings treatment project        | 
| Project            | proposed to be operated by the        | 
|                    | Firestone Group at Debswana's Jwaneng | 
|                    | mine                                  | 
+--------------------+---------------------------------------+ 
| Kopane             | Kopane Diamond Developments plc,      | 
|                    | registered in England and Wales with  | 
|                    | registered number 4108629             | 
+--------------------+---------------------------------------+ 
| Kopane Board       | the board of directors of Kopane      | 
+--------------------+---------------------------------------+ 
| Kopane Directors   | the directors of Kopane at the date   | 
|                    | of this Announcement and "Kopane      | 
|                    | Director" means any one of them       | 
+--------------------+---------------------------------------+ 
| Kopane Fully       | has the meaning set out in Appendix   | 
| Diluted Share      | II                                    | 
| Capital            |                                       | 
+--------------------+---------------------------------------+ 
| Kopane GM or       | the general meeting of Kopane         | 
| Kopane General     | convened for the purpose of passing   | 
| Meeting            | the Kopane Resolution, including any  | 
|                    | adjournment thereof                   | 
+--------------------+---------------------------------------+ 
| Kopane Group       | Kopane and its Group                  | 
+--------------------+---------------------------------------+ 
| Kopane Resolution  | the resolution to be proposed at the  | 
|                    | Kopane GM for the purposes of         | 
|                    | approving the Reduction of Capital,   | 
|                    | re-registering Kopane as a private    | 
|                    | limited company and certain           | 
|                    | amendments to the articles of         | 
|                    | association of Kopane, together with  | 
|                    | such other matters as may be agreed   | 
|                    | between Kopane and Firestone as       | 
|                    | necessary or desirable for the        | 
|                    | purposes of implementing the          | 
|                    | Acquisition                           | 
+--------------------+---------------------------------------+ 
| Kopane Shareholder | a holder of Kopane Shares             | 
+--------------------+---------------------------------------+ 
| Kopane Share       | the Kopane plc Share Option Scheme    | 
| Option Scheme      | 2000                                  | 
+--------------------+---------------------------------------+ 
| Kopane Options     | 8,276,981options over Kopane Shares   | 
|                    | granted pursuant to the Kopane Share  | 
|                    | Option Scheme ;                       | 
+--------------------+---------------------------------------+ 
| Kopane Shares      | ordinary shares of one pence each in  | 
|                    | the capital of Kopane                 | 
+--------------------+---------------------------------------+ 
| Kopane Warrants    | the warrants to subscribe for         | 
|                    | 1,500,000 Kopane Shares with an       | 
|                    | exercise price of 25 pence per Kopane | 
|                    | Share held by finnCap                 | 
+--------------------+---------------------------------------+ 
| Lanstead           | Lanstead Capital LP                   | 
+--------------------+---------------------------------------+ 
| LEC                | Lesotho Electricity Company           | 
+--------------------+---------------------------------------+ 
| Liqhobong or       | the Kopane Group's project at         | 
| Liqhobong Project  | Liqhobong, Lesotho operated by LMDC   | 
+--------------------+---------------------------------------+ 
| LMDC               | Liqhobong Mining Development Company  | 
|                    | (Proprietary) Limited                 | 
+--------------------+---------------------------------------+ 
| London Stock       | London Stock Exchange plc or its      | 
| Exchange or LSE    | successor                             | 
+--------------------+---------------------------------------+ 
| Main Pipe          | the Kimberlite pipe within the Kopane | 
|                    | Group's licence at Liqhobong          | 
|                    | amounting to approximately 8.5        | 
|                    | hectares                              | 
+--------------------+---------------------------------------+ 
| Mantle             | Mantle Diamonds Limited               | 
+--------------------+---------------------------------------+ 
| Meetings           | the Court Meeting, the Kopane GM and  | 
|                    | the Firestone GM                      | 
+--------------------+---------------------------------------+ 
| Mineral Resource   | a concentration of material of        | 
|                    | economic interest in or on the        | 
|                    | Earth's crust in such form, quality   | 
|                    | and quantity that there are           | 
|                    | reasonable and realistic prospects    | 
|                    | for eventual economic extraction. The | 
|                    | location, quantity, grade, continuity | 
|                    | and other geological characteristics  | 
|                    | of a Mineral Resource are known,      | 
|                    | estimated from specific geological    | 
|                    | evidence and knowledge, or            | 
|                    | interpreted from a well constrained   | 
|                    | and portrayed geological model.       | 
|                    | Mineral Resources are subdivided, in  | 
|                    | order of increasing confidence in     | 
|                    | respect of geoscientific evidence,    | 
|                    | into Inferred, Indicated and Measured | 
|                    | Resource categories.  A deposit is a  | 
|                    | concentration of material of possible | 
|                    | economic interest in, on or near the  | 
|                    | Earth's crust. Portions of a deposit  | 
|                    | that do not have reasonable and       | 
|                    | realistic prospects for eventual      | 
|                    | economic extraction must not be       | 
|                    | included in a Mineral Resource;       | 
+--------------------+---------------------------------------+ 
| Modular Tailings   | the processing plant proposed to be   | 
| Treatment Plant or | used by Firestone to process tailings | 
| MTTP               | resources at the Jwaneng Mine         | 
+--------------------+---------------------------------------+ 
| Mt                 | million tonnes                        | 
+--------------------+---------------------------------------+ 
| Mtpa               | million tonnes per annum              | 
+--------------------+---------------------------------------+ 
| Namdeb             | Namdeb Diamond Corporation            | 
+--------------------+---------------------------------------+ 
| New Firestone      | the new Firestone Shares proposed to  | 
| Shares             | be issued and credited as fully paid  | 
|                    | to Scheme Shareholders pursuant to    | 
|                    | the Acquisition                       | 
+--------------------+---------------------------------------+ 
| Obtala             | Obtala Resources plc                  | 
+--------------------+---------------------------------------+ 
| Offer              | the Acquisition, the Scheme and the   | 
|                    | Reduction of Capital                  | 
+--------------------+---------------------------------------+ 
| Overseas Kopane    | Kopane Shareholders who are resident  | 
| Shareholders       | in, ordinarily resident in or who are | 
|                    | citizens of any jurisdiction outside  | 
|                    | the UK                                | 
+--------------------+---------------------------------------+ 
| Panel              | The Panel on Takeovers and Mergers    | 
+--------------------+---------------------------------------+ 
| Reduction Court    | the order of the Court confirming the | 
| Order              | Reduction of Capital                  | 
+--------------------+---------------------------------------+ 
| Reduction of       | the proposed reduction of the         | 
| Capital            | ordinary share capital of Kopane      | 
|                    | provided by the Scheme under section  | 
|                    | 641 of the Companies Act              | 
+--------------------+---------------------------------------+ 
| Reduction Record   | 6.00 p.m. on the last Business Day    | 
| Time               | before the date of the hearing at     | 
|                    | which the Reduction Court Order will  | 
|                    | be sought                             | 
+--------------------+---------------------------------------+ 
| Registrar of       | the Registrar of Companies in England | 
| Companies or       | and Wales                             | 
| Registrar          |                                       | 
+--------------------+---------------------------------------+ 
| Regulatory         | an information dissemination provider | 
| Information        | approved by the Financial Services    | 
| Service            | Authority and whose name is set out   | 
|                    | on a list approved by the Financial   | 
|                    | Services Authority                    | 
+--------------------+---------------------------------------+ 
| Restricted         | United States, Australia, Republic of | 
| Jurisdiction       | South Africa, Singapore, Japan,       | 
|                    | Canada and any other jurisdiction     | 
|                    | where the New Firestone Shares cannot | 
|                    | be made available to Scheme           | 
|                    | Shareholders without breaking any     | 
|                    | applicable securities laws            | 
+--------------------+---------------------------------------+ 
| Satellite Pipe     | the Kimberlite pipe within the Kopane | 
|                    | Group's mining lease at Liqhobong     | 
|                    | amounting to approximately 0.8        | 
|                    | hectares                              | 
+--------------------+---------------------------------------+ 
| Satellite Plant    | Kopane's 420,000 tonnes per annum     | 
|                    | diamond processing plant at Liqhobong | 
|                    | originally constructed to process     | 
|                    | kimberlite from the Satellite Pipe    | 
+--------------------+---------------------------------------+ 
| Scheme             | the proposed scheme of arrangement to | 
|                    | be made under Part 26 of the          | 
|                    | Companies Act 2006 to be proposed by  | 
|                    | Kopane to the Scheme Shareholders     | 
|                    | with or subject to any modification,  | 
|                    | addition or condition approved or     | 
|                    | imposed by the Court and agreed to by | 
|                    | Kopane and Firestone, particulars of  | 
|                    | which will be set out in the Scheme   | 
|                    | Document                              | 
+--------------------+---------------------------------------+ 
| Scheme Court Order | the order of the Court granted at the | 
|                    | Court hearing to sanction the Scheme, | 
|                    | sanctioning the Scheme under Part 26  | 
|                    | of the Companies Act                  | 
+--------------------+---------------------------------------+ 
| Scheme Document    | the document to be posted to the      | 
|                    | Kopane Shareholders as soon as        | 
|                    | practicable following the             | 
|                    | Announcement Date containing and      | 
|                    | setting out, amongst other things,    | 
|                    | the terms and conditions of the       | 
|                    | Acquisition, the Scheme, certain      | 
|                    | information about Firestone and       | 
|                    | Kopane, the Scheme and the notices    | 
|                    | convening the Court Meeting and the   | 
|                    | Kopane GM                             | 
+--------------------+---------------------------------------+ 
| Scheme Record Time | 6.00 p.m. on the Business Day         | 
|                    | immediately prior to the Effective    | 
|                    | Date                                  | 
+--------------------+---------------------------------------+ 
| Scheme             | the holders of Scheme Shares          | 
| Shareholders       |                                       | 
+--------------------+---------------------------------------+ 
| Scheme Shares      | means the Kopane Shares:              | 
|                    | a)  in issue at the date of the       | 
|                    | Scheme Document;                      | 
|                    | b)  issued after the date of the      | 
|                    | Scheme Document and before the Voting | 
|                    | Record Time in respect of the Court   | 
|                    | Meeting; and                          | 
|                    | c)  issued on or after the Voting     | 
|                    | Record Time in respect of the Court   | 
|                    | Meeting but on or before the          | 
|                    | Reduction Record Time either on terms | 
|                    | that the original or any subsequent   | 
|                    | holders thereof shall be bound by the | 
|                    | Scheme or in respect of which the     | 
|                    | holder thereof shall have agreed in   | 
|                    | writing to be, bound by the Scheme    | 
|                    |                                       | 
+--------------------+---------------------------------------+ 
| subsidiary and     | have the meanings given to them to be | 
| subsidiary         | construed in accordance with in the   | 
| undertaking        | Companies Act                         | 
+--------------------+---------------------------------------+ 
| Takeover Offer     | a takeover offer governed by the Code | 
|                    | to implement the acquisition of       | 
|                    | Kopane as Firestone may elect to make | 
|                    | in accordance with the terms of the   | 
|                    | Implementation Agreement              | 
+--------------------+---------------------------------------+ 
| UK or United       | United Kingdom of Great Britain and   | 
| Kingdom            | Northern Ireland                      | 
+--------------------+---------------------------------------+ 
| UK Listing         | the Financial Services Authority in   | 
| Authority          | its capacity as the competent         | 
|                    | authority for the purposes of Part VI | 
|                    | of the Financial Services and Markets | 
|                    | Act 2000                              | 
+--------------------+---------------------------------------+ 
| US or United       | the United States of America, its     | 
| States             | territories and possession, any state | 
|                    | of the United States and the District | 
|                    | of Columbia                           | 
+--------------------+---------------------------------------+ 
| US Securities Act  | the US Securities Act of 1933, as     | 
|                    | amended                               | 
+--------------------+---------------------------------------+ 
| Voting Record Time | the time and date specified in the    | 
|                    | Scheme Document by reference to which | 
|                    | entitlement to vote on the Scheme     | 
|                    | will be determined                    | 
+--------------------+---------------------------------------+ 
| Wider Kopane Group | Kopane and its subsidiary             | 
|                    | undertakings, associated undertakings | 
|                    | and any other body corporate,         | 
|                    | partnership, joint venture or person  | 
|                    | in which the Kopane Group and such    | 
|                    | undertakings (aggregating their       | 
|                    | interests) have an interest of more   | 
|                    | than 20 per cent of the voting or     | 
|                    | equity capital or the equivalent      | 
+--------------------+---------------------------------------+ 
| Wider Firestone    | Firestone and its subsidiary          | 
| Group              | undertakings, associated undertakings | 
|                    | and any other body corporate,         | 
|                    | partnership, joint venture or person  | 
|                    | in which the Firestone Group and such | 
|                    | undertakings (aggregating their       | 
|                    | interests) have an interest of more   | 
|                    | than 20 per cent of the voting or     | 
|                    | equity capital or the equivalent      | 
+--------------------+---------------------------------------+ 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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