Karelian Diamond Res. Capital raising and Total voting rights
22 December 2016 - 12:23AM
UK Regulatory
TIDMKDR
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014. With the publication of this
announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.
21 December 2016
Karelian Diamond Resources plc (the "Company")
CAPITAL RAISING
TOTAL VOTING RIGHTS
Placing to raise GBP425,000 (EUR505,000)
* Placing of 94,444,444 new ordinary shares at 0.45 pence per share
together with 31,481,481 warrants to raise GBP425,000 (EUR505,000) before expenses
and issue of 15,740,741 Broker Warrants
* Proceeds of the placing to be applied to fund the advancement of the
Company's principal diamond opportunities and in particular the Lahtojoki
Diamond Project, its exploration at Riihivaara and for working capital
Karelian Diamond Resources plc (AIM: KDR, ESM: KDRI), the diamond exploration
company focused on Finland, is pleased to announce that it has conditionally
raised GBP425,000 (ca.EUR505,000), prior to expenses, through a placing (the
"Placing") of 94,444,444 ordinary shares of EUR0.00001 in the capital of the
Company (the "Placing Shares") and 31,481,481 warrants all at an exercise price
of 0.8 pence per warrant (the "Warrants"), together the "Placing Units", at a
price of 0.45 pence per Placing Unit (the "Placing Price").
The Placing is conditional, inter alia, on admission of the Placing Shares to
trading on AIM and the Enterprise Securities Market operated by the Irish Stock
Exchange Limited ("ESM"). The Placing Shares will rank pari passu with the
existing issued ordinary shares of EUR0.00001 in the capital of the Company
("Ordinary Shares").
The Warrants can be exercised at any time from admission of the Placing Shares
to the second anniversary of the anticipated admission of the Placing Shares,
being 29 December 2018.
The Company intends to use the proceeds of the Placing to fund the advancement
of the Company's principal diamond opportunities and in particular the recently
acquired Lahtojoki Diamond Project, its exploration at Riihivaara where the
Company has discovered a potential new diamond source and for working capital
generally.
As part of the Placing, certain of the Directors have subscribed for an
aggregate of 16,666,667 Placing Units, consisting of 16,666,667 Placing Shares
and 5,555,555 Warrants. The Directors' participation in the Placing and their
resultant shareholding following admission of the Placing Shares to trading
("Admission") is as follows:
Placing Percentage
Shares interest in
Placing subscribed Resultant the enlarged Warrants
Director participation for Shareholding issued share received
capital
GBP No. No. No.
Professor
Richard Conroy 67,500 15,000,000 91,806,168 22.27 5.000,000
Maureen Jones 4,500 1,000,000 7.110,875 1.72 3333,333
James P. Jones 3,000 666,667 4,481,539 1.09 2222,222
75,000 16,666,667 103,398,582 25.08 5,555,555
The participation of Professor Richard Conroy, Maureen Jones and James P Jones
in the Placing is a related party transaction pursuant to Rule 13 of the AIM
Rules for Companies. The independent directors of the Company (being Séamus
FitzPatrick, Louis Maguire, and Sor?a Conroy), having consulted with the
Company's Nominated Adviser and ESM adviser, consider the terms of the Placing
to be fair and reasonable insofar as the Shareholders are concerned.
Application has been made to AIM and ESM for the Placing Shares to be admitted
to trading. It is expected that admission will become effective on 29 December
2016.
Following the issue of the Placing Shares, and for the purposes of the
Disclosure and Transparency Rules, the Company's total issued share capital on
Admission will consist of 412,229,478 [JT1] Ordinary Shares.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the Company, under the
Disclosure and Transparency Rules.
In conjunction with the Placing the Company is issuing 15,740,741 Broker
Warrants, also exercisable at 0.8 pence per warrant until 29 December 2018, to
Beaufort Securities.
Professor Richard Conroy, Chairman, Karelian Diamond Resources plc commented:
"The Placing provides the funds to enable the Company to step up its
activities, in particular at Lahtojoki where we are looking to develop a mine.
With the funds raised we can start to demonstrate the potential this project
has to offer and also further the work at Riihivaara where the Company has
discovered a potential new diamond source".
Further Information:
Professor Richard Conroy, Chairman, Karelian Diamond Tel: +353-1-661-8958
Resources plc
David Hart/James Thomas/Nick Harriss, Allenby Capital Tel: +44-20-3328-5656
Limited (Nomad)
Ger Heffernan/Jan Fitzell, IBI Corporate Finance Limited Tel: +353-7662-34800
(ESM Adviser)
Jon Belliss/Elliot Hance, Beaufort Securities Limited Tel: +44-20-7382-8300
(Broker)
Michael Padley, Lothbury Financial Services Limited Tel: +44-20-3290-0707
Don Hall, Hall Communications Tel: +353-1-660-9377
http://www.kareliandiamondresources.com
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014. The information set out below is
provided in accordance with the requirements of Article 19(3) of that
Regulation.
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Professor Richard Thomas Walter
Lawrence Conroy
2 Reason for the notification
a) Position/status Director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Karelian Diamond Resources plc
b) LEI N/A
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary Shares of EUR0.00001 each
instrument, type of instrument ("Ordinary Shares")
Identification code ISIN for Karelian Diamond Resources plc
Ordinary Shares:
IE00B01ZSK94
b) Nature of the transaction Purchase of shares via a placing
c) Price(s) and volume(s) Price - 0.45 pence per ordinary share
Volume - 15,000,000 Ordinary Shares
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 21 December 2016
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name Maureen Theresa Anne Jones
2 Reason for the notification
a) Position/status Director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Karelian Diamond Resources plc
b) LEI N/A
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary Shares of EUR0.00001 each
instrument, type of instrument ("Ordinary Shares")
Identification code ISIN for Karelian Diamond Resources plc
Ordinary Shares:
IE00B01ZSK94
b) Nature of the transaction Purchase of shares via a placing
c) Price(s) and volume(s) Price - 0.45 pence per ordinary share
Volume - 1,000,000 Ordinary Shares
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 21 December 2016
f) Place of the transaction Outside a trading venue
1 Details of the person discharging managerial responsibilities/person
closely associated
a) Name James ("Jim") Patrick Jones
2 Reason for the notification
a) Position/status Director of the Company
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Karelian Diamond Resources plc
b) LEI N/A
4 Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii)
each date; and (iv) each place where transactions have been conducted
a) Description of the financial Ordinary Shares of EUR0.00001 each
instrument, type of instrument ("Ordinary Shares")
Identification code ISIN for Karelian Diamond Resources plc
Ordinary Shares:
IE00B01ZSK94
b) Nature of the transaction Purchase of shares via a placing
c) Price(s) and volume(s) Price - 0.45 pence per ordinary share
Volume - 666,667 Ordinary Shares
d) Aggregated information N/A
- Aggregated volume
- Price
e) Date of the transaction 21 December 2016
f) Place of the transaction Outside a trading venue
[JT1]Ger - we calculated this figure as 94,444,444 + 317,785,034. Given we
have defined Placing Shares and the Company released an Issued Share Capital
Announcement on 12 December quoting the 317,785,034 number, I do not think that
we need to expand this section with any further explanation provided you agree
with these figures.
END
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