February 8, 2018

Rule 2.9 Announcement

8th February 2018

Stellar Diamonds plc (“Stellar” or the “Company”)

Rule 2.9 Announcement

In accordance with Rule 2.9 of the Code, Stellar confirms that, as at the date of this announcement, it has in issue 62,007,748 Ordinary Shares of 1 pence nominal value each. The International Securities Identification Number (ISIN) of the shares is GB00BYZ5QT80.

In addition to the issued ordinary share capital of the Company, currently rights over 111,882,669 ordinary shares have been granted as follows:

  Rights over ordinary shares
   
Rights held by Warrant Holders1 92,448,272
Options held by Directors and employees 5,250,000
Other rights over ordinary shares2 14,184,397
Total 111,882,669

1 The rights held by warrant holders includes warrants over 92,220,553 ordinary shares which are associated with the Company’s convertible loan notes. The number of these warrants has been calculated based on the aggregate exercise price of the warrants of US$2.475 million and US$4 million with the exercise price being assumed to be, for the purpose of the Possible Offer by Newfield Resources Ltd, 5 pence per share and using an exchange rate of US$1.41 to £1.00. The warrant exercise price may vary in accordance with the terms of the loan note agreements (which are summarised in the Company’s previous announcements, notably the announcements of 14 August 2017 and 11 September 2017 (“CLN Announcements”)) in the event that the Possible Offer does not proceed. Warrants in respect of 227,719 ordinary shares are exercisable at a price of 7.125 pence.

 

2 pursuant to an agreement entered into with the Company on 6 October 2016 (as subsequently amended) whereby Deutsche Balaton AG conditionally agreed to waive certain of its rights under its convertible loan note relating to its ability to convert/and or exercise its loan note and warrants respectively into shares in a subsidiary of the Company.

In addition, convertible loan notes of US$2.99 million have been issued of which US$1.65 million have a maturity date of 31 March 2018 (“CLN US$1.65 million”) and US$1.34 million have a maturity date of 5 June 2018 (“CLN US$1.34 million”).

The CLN US$1.65 million is currently convertible at 5 pence. The CLN US$1.34 million is convertible at a price of 70% of the lower of the VWAP of the Company’s equity raisings, further details of which are set out in the CLN Announcements.

The maturity date and the conversion price of the CLN US$1.34 million was incorrectly stated in the announcement titled “Possible Offer for the Company and proposed Loan” on 1 February 2018 as 30 April 2018 and 5 pence respectively, accordingly the information in this announcement replaces that information.

Enquiries:

Karl Smithson, CEO Stellar Diamonds plc Tel: +44 (0) 20 7010 7686
Emma Earl

Sandy Jamieson

Cairn Financial Advisers (Nominated Adviser and Rule 3 Adviser to Stellar) Tel: +44 (0) 20 7213 0880