September 11, 2017

Amendments to Convertible Loan Note

11 September 2017

AIM: STEL

Stellar Diamonds plc

(Stellar” or the “Company”)

 Amendments to Convertible Loan Note

Stellar Diamonds plc, the London listed diamond development company focused on West Africa, announces an extension to the longstop date of its US$1.65 million outstanding Convertible Loan Note (“CLN”) with Deutsche Balaton.  The Longstop has been extended to 30 September 2017 or in the event that the Company enters into a satisfactory letter of intent for funding of the Tongo-Tonguma project development prior to 30 September 2017 then to 30 November 2017 (“Extension”).  Details of the CLN are contained in the announcements by the Company of 2 November 2015, 6 October 2016, 24 February 2017, 5 May 2017 and 3 July 2017 (“CLN Announcements”).

In consideration of the Extension it has been agreed that the definition of ‘Issue Price’ as defined in the CLN Announcements, be changed from the VWAP of the first US$10 million raised from 1 February 2017 to the lower of:

  • 5 pence per share
  • the VWAP of the next $2m equity raised;
  • the VWAP of the first $10m raised since 1 February 2017; or
  • the VWAP of equity raisings from the date of this amendment until at least $35m of debt has been raised for the purposes of the Tongo-Tonguma Project.

Note on Related Party Transaction

For the avoidance of doubt, other than as set out in this announcement, all other terms of the CLNs remain in force and as set out in the CLN Announcements. By virtue of Deutsche Balaton being a substantial shareholder of the Company the amendments above constitute related party transactions under the AIM Rules for Companies. The Directors who are independent of the CLN consider, having consulted with the Company’s Nominated Adviser, that the amended terms of the CLN are fair and reasonable in so far as the Company’s shareholders are concerned.

For further information contact the following or visit the Companys website at www.stellar-diamonds.com.

Karl Smithson, CEO

Philip Knowles, CFO

Stellar Diamonds plc

Stellar Diamonds plc

Tel: +44 (0) 20 7164 6371

Tel: +44 (0) 20 7164 6371

Emma Earl

Sandy Jamieson

Cairn Financial Advisers (Nominated Adviser) Tel: +44 (0) 20 7213 0880
Jon Bellis Beaufort Securities Limited (Joint Broker) Tel: +44 (0) 20 7382 8300
Martin Lampshire

 

 

Rory Scott

Peterhouse Corporate Finance (Joint Broker)

 

 

Mirabaud Securities (Financial Advisers)

Tel: +44 (0) 20 7469 0930

 

 

Tel: +44 (0) 20 7878 3360

Tim Blythe

Nick Elwes

Blytheweigh

(Financial PR)

Tel: +44 (0) 20 7138 3204

About Stellar Diamonds plc

Stellar is an AIM listed (AIM: STEL) West African focused diamond company with projects at the trial mining and mine development stages in Guinea and Sierra Leone.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ”believe”, ”could”, “should” ”envisage”, ”estimate”, ”intend”, ”may”, ”plan”, ”potentially”, ”will” or the negative of those, variations or comparable expressions, including references to assumptions. These forward looking statements are not based on historical facts but rather on the Directors’ current expectations and assumptions regarding the Company’s future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors’ current beliefs and assumptions and are based on information currently available to the Directors. 

A number of factors could cause actual results to differ materially from the results discussed in the forward looking statements including risks associated with vulnerability to general economic and business conditions, competition, environmental and other regulatory changes, actions by governmental authorities, the availability of capital markets, reliance on key personnel, uninsured and underinsured losses and other factors, many of which are beyond the control of the Company. Although any forward looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions, the Company cannot assure investors that actual results will be consistent with such forward looking statements. Accordingly, readers are cautioned not to place undue reliance on forward looking statements. Subject to any continuing obligations under applicable law or any relevant AIM Rule requirements, in providing this information the Company does not undertake any obligation to publicly update or revise any of the forward looking statements or to advise of any change in events, conditions or circumstances on which any such statement is based.

** ENDS **