December 3, 2015

Director’s dealing Issue of equity

3 December 2015

AIM: STEL

Stellar Diamonds plc

(“Stellar” of the “Company”)

Director’s dealing

Issue of equity

The Company announces that application has today been made for 1,969,189 new ordinary shares of 1p each in the Company (“New Ordinary Shares”) to be admitted to trading on the AIM market of the London Stock Exchange plc.

Further to the announcement by the Company on 2 November 2015 (the “Announcement”), the Company has accrued net fees to certain Non-Executive Directors of approximately £65,607 in aggregate for the period up to December 2015 in order to conserve cash. Additionally, the Company has accrued a further £23,850 in respect of net fees owed to the Chief Executive Officer and £39,525 in respect of certain senior management for the same period. Due to being in a close period at the time of the Announcement, it was not possible to issue shares to the Directors and senior management in lieu of these fees concurrent with the subscription to raise approximately £0.5million at 6.55 pence per share which was announced at that time (“Subscription”) (“Subscription Price”). The Company is no longer in a close period following the publication of its annual results on 24 November 215 and announcement of the submission of its mining licence on 27 November 2015. Accordingly, notwithstanding the statement in the Circular dated 2 November 2015 and in the Announcement, as a result of the Directors and Senior Management’s outstanding payroll liabilities being settled in cash, they have agreed for the net amount received to be reinvested into new shares in the Company at the Subscription Price through the issue of the New Ordinary Shares.

1,365,753 New Ordinary Shares have been allotted to certain Directors as follows:

Director New ordinary shares issued Total beneficial shareholding Percentage of the issued share capital
Peter Daresbury 330,280 538,936 2.09
Karl Smithson 364,123 509,470 1.97
Steven Poulton 167,939 371,342 1.23
Luis da Silva 96,285 161,598 0.63
Dr Markus Elssaser 223,919 275,542 1.07
Liviu Meran 183,207 183,207 0.71

The New Ordinary Shares will be subject to a lock-in period of 6 months from the date of admission (subject to certain limited exceptions), which can only be waived with the consent of Cairn Financial Advisers LLP.

The issue of the New Ordinary Shares is conditional on Admission. The New Ordinary Shares will rank pari passu with the existing ordinary shares and dealings are expected to commence in the New Ordinary Shares on or around 10 December 2015.

Related party transaction

The issue of the New Ordinary Shares to the Directors and certain senior management constitutes a related party transaction as defined by AIM Rules for Companies. The independent director, being Hansjörg Plaggemars, having consulted with the Company’s nominated adviser Cairn Financial Advisers LLP, considers that the terms of the terms of the transaction are fair and reasonable insofar as the Company’s Shareholders are concerned.

Total voting rights

Following the issue of the New Ordinary Shares, the Company’s total voting share capital in issue will be 25,802,476 ordinary shares of 1p each.

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

Karl Smithson, CEO

Philip Knowles, CFO

Stellar Diamonds plc

Stellar Diamonds plc

Tel: +44 (0) 20 7010 7686

Tel: +44 (0) 20 7010 7686

Martin Lampshire

Emma Earl

Jo Turner

Daniel Stewart & Company plc (Broker)

Cairn Financial Advisers (Nomad)

Tel: +44 (0) 20 7776 6550

Tel: +44 (0) 20 7148 7900

Lottie Brocklehurst St Brides Partners Ltd Tel: +44 (0) 20 7236 1177
Charlotte Heap (Financial PR) Tel: +44 (0) 20 7236 1177

About Stellar Diamonds plc

Stellar is an AIM quoted (AIM: STEL) West African focused diamond development company which is continuing trial mine evaluation of its Baoulé kimberlite in Guinea, and is progressing the 1.45 million carat Tongo Dyke-1 resource through the mining licence application process. In addition, Stellar holds the 3 million carat Droujba project in Guinea and continues to pursue channels to ensure the proper reinstatement of its Kono licences in Sierra Leone.