DCP.L Regulatory News (DCP)

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY RIGHTS, ORDINARY SHARES OR OTHER SECURITIES OF THE COMPANY AND NEITHER THIS ANNOUNCEMENT NOR ANYTHING HEREIN FORMS THE BASIS FOR ANY CONTRACT OR COMMITMENT WHATSOEVER.

PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND PANMURE GORDON (UK) LIMITED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

17 June 2015

DiamondCorp plc

AIM share code: DCP & JSE share code: DMC

ISIN: GB00B183ZC46

(Incorporated in England and Wales)

(Registration number 05400982)

(SA company registration number 2007/031444/10)

("DiamondCorp", "the Group" or "the Company")

Open Offer of up to 20,894,263 new Ordinary Shares at 10 pence per share

Further to the statement on 5 June 2015, DiamondCorp, the Southern African focussed diamond development, exploration and mining company, is pleased to announce the launch of an Open Offer today to issue up to 20,894,263 further new Ordinary Shares to Eligible Shareholders at 10 pence each. A circular concerning the Open Offer (the "Circular") will today be posted to Eligible Shareholders.

The Board recognises and is grateful for the continued support received from Shareholders and has therefore decided to provide an opportunity for all existing Eligible Shareholders to participate in a further issue of new Ordinary Shares also at the Placing Price. The Open Offer is not being underwritten but, assuming take-up in full, the Open Offer will raise net proceeds of approximately £2.0 million. Such proceeds shall be used towards enhancing the economics of the Lace Mine primarily through the following discretional capital expenditure:

(i) the purchase of two dump trucks to expand the mine's existing fleet, thereby increasing operational availability;

(ii) a deposit towards the purchase of a high-volume optical and x-ray waste sorter which will reduce the volume of internal waste rock from kimberlite ore prior to processing. Such equipment has the potential to significantly reduce plant water and electricity consumption and increase processing rates;

and for additional working capital purposes.

Eligible Shareholders may subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 17 Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

The Open Offer has been structured so that it is not made to Non-Eligible Shareholders or to Shareholders resident in any Restricted Jurisdiction. Subject to certain exceptions, Restricted Jurisdictions specifically includes the Republic of South Africa and Non-Eligible Shareholders include all Shareholders registered on the SA Register, as further discussed in paragraph 3.1 of the Circular.

Application will be made to the London Stock Exchange and the JSE for the Open Offer Shares to be admitted to trading on AIM and AltX respectively. The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. It is expected that Admission will become effective and that dealings in the Open Offer Shares will commence on 7 July 2015.

Further details of the Open Offer, including the terms and conditions and what action Shareholders may take, are set out in the Circular. A copy of the Circular will be made available on the Company's website (www.diamondcorp.plc.uk) and extracts thereof are set out below.

Unless otherwise stated, terms and expressions defined in the Circular have the same meaning in this announcement.

Contact details:

DiamondCorp plc

Paul Loudon, Chief Executive

Tel: +27 828 246 897

Euan Worthington, Chairman

Tel: +44 7753 862 097

UK Broker & Nomad

Panmure Gordon (UK) Limited

Dominic Morley/Adam James/Tom Salvesen

Tel: +44 20 7886 2500

JSE Designated Advisor

Sasfin Capital (a division of Sasfin Bank Limited)Megan Young

Tel: +27 11 445 8068

SA Corporate Advisor

Qinisele Resources Proprietary Limited

Dennis Tucker / Andrew Brady

Tel: +27 11 883 6358

Note regarding forward-looking statements

This announcement contains certain forward looking statements relating to the Company's future prospects, developments and business strategies.

Forward looking statements are identified by their use of terms and phrases such as "targets" "estimates", "envisages", "believes", "expects", "aims", "intends", "plans", "will", "may", "anticipates", "would", "could" or similar expressions or the negative of those, variations or comparable expressions, including references to assumptions.

The forward looking statements in this announcement are based on current expectations and are subject to risks and uncertainties which could cause actual results to differ materially from those expressed or implied by those statements.

These forward looking statements relate only to the position as at the date of this announcement.

Neither the Directors nor the Company undertake any obligation to update forward looking statements or risk factors, other than as required by the AIM Rules for Companies or by the rules of any other applicable securities regulatory authority, whether as a result of the information, future events or otherwise.

You are advised to read this announcement and, once available the Circular and the information

incorporated by reference therein, in their entirety for a further discussion of the factors that could affect the Company's or the Group's future performance and the industries in which they operate. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Neither the content of the Company's website (or any other website) nor any website accessible by

hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this

announcement.

If in any doubt about any of the contents of this announcement, independent professional advice should be obtained.

This summary should be read in conjunction with the full text of the announcement which follows.

DiamondCorp plc

Open Offer of up to 20,894,263 new Ordinary Shares at 10 pence per share

1. Introduction

Further to the Company's announcement on 5 June 2015 in respect of the Placing, the Board recognises and is grateful for the continued support received from Shareholders and has therefore decided to offer all Eligible Shareholders the opportunity to participate in a further issue of new equity in the Company by launching the Open Offer to issue up to 20,894,263 further new Ordinary Shares to Eligible Shareholders at the Issue Price (being equivalent to the Placing Price). Eligible Shareholders may subscribe for Open Offer Shares on the basis of 1 Open Offer Share for every 17 Existing Ordinary Shares held on the Record Date. Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.

Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise further gross proceeds of up to £2.1 million for the Company.

The Open Offer Shares to be issued pursuant to the Open Offer are to be admitted to trading on both AIM and AltX, which is expected to take place at 8.00 a.m. on 7 July 2015. The net proceeds of the Open Offer (after commission and expenses) will be used towards enhancing the economics of the Lace Mine and for additional working capital purposes.

Further details on the background to and the reasons for the Open Offer are given in section 2 below.

The purpose of the letter is to explain to Shareholders the background to, and reasons for, the Open Offer.

2. Background to and reasons for the Open Offer

The Open Offer is being made so as to enable all Eligible Shareholders to subscribe for new Ordinary Shares at the Issue Price on a pro rata basis to their current holdings and with the option for increasing their allocation pursuant to an excess application facility.

In light of the Placing and the potential value implications for the Lace mine resource resulting from the recently announced discovery of a Type IIa diamond, the Board concluded it is not in the Company's best interests to proceed with the royalty financing facility from Acrux Resources (Pty) Limited, of which the signing of a term sheet was announced on 17 March 2015, and consequently terminated the agreement.

The net proceeds of the Placing are to be used to fund the working capital shortfall disclosed in the Company's audited financial results for the year ended 31 December 2014, as announced on 26 May 2015, being £1.8 million in the Company's base case to £2.8 million in the sensitised case. Consequently, the Directors consider that as a result of the Placing, the Company now has sufficient funds to ramp up to commercial production, which is anticipated in the second half of 2015, leading to the commencement of positive cashflow anticipated by the end of 2015.

The Board recognises and is grateful for the continued support received from Shareholders and has therefore decided to provide an opportunity for all existing Eligible Shareholders to participate in a further issue of new Ordinary Shares also at the Placing Price. The Open Offer is not being underwritten but, assuming take-up in full by Eligible Shareholders, the Open Offer shall raise net proceeds of approximately £2.0 million. Such proceeds shall be used towards enhancing the economics of the Lace Mine primarily through the following discretional capital expenditure:

(iii) the purchase of two dump trucks to expand the mine's existing fleet, thereby increasing operational availability;

(iv) a deposit towards the purchase of a high-volume optical and x-ray waste sorter to reduce the volume of internal waste rock from kimberlite ore prior to processing. Such equipment has the potential to significantly reduce plant water and electricity consumption and increase kimberlite processing rates;

and for additional working capital purposes.

The Open Offer has been structured so that it is not made to Non-Eligible Shareholders or to Shareholders resident in any Restricted Jurisdiction. Subject to certain exceptions, Restricted Jurisdictions specifically includes the Republic of South Africa and Non-Eligible Shareholders include all Shareholders registered on the SA Register, as further discussed in paragraph 3.1 below.

3. Details of the Open Offer

3.1 Structure

The Directors have considered the best way to structure the Open Offer, having regard to, inter alia, the importance of pre-emption rights to all Shareholders, the extent to which there are Overseas Shareholders, the regulatory requirements applicable to companies listed on AIM and on AltX and associated timetabling, cost implications and market risks. After considering these factors, the Directors have concluded that the most suitable structure for the Open Offer, for both the Company and its Shareholders as a whole, is that the Open Offer be made only to Eligible Shareholders who are not resident in any Restricted Jurisdiction (which includes specifically, the Republic of South Africa). Non-Eligible Shareholders are Shareholders who are not registered on the UK Register (therefore excluding specifically all Shareholders on the SA Register).

The Open Offer provides an opportunity for all Eligible Shareholders to acquire Open Offer Shares pro rata to their current holdings of Existing Ordinary Shares with the option for subscribing for more shares pursuant to the Excess Application Facility. The Issue Price for the Open Offer is the same as the Placing Price in the Placing. Once subscriptions by Eligible Shareholders under their respective Basic Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Eligible Shareholders under the Excess Application Facility will be met in full, in part or at all.

3.2 Principal Terms of the Open Offer

Subject to the fulfilment of the conditions set out below and in Part III of the Circular, Eligible Shareholders are being given the opportunity to subscribe for the Open Offer Shares at a price of 10 pence per Open Offer Share, pro rata to their holdings of Existing Ordinary Shares on the Record Date on the basis of:

1 Open Offer Share for every 17 Existing Ordinary Shares

Eligible Shareholders are also being given the opportunity, provided that they take up their Basic Entitlement in full, to apply for Excess Entitlements through the Excess Application Facility.

Assuming full take-up under the Open Offer, the issue of the Open Offer Shares will raise gross proceeds of approximately £2.1 million for the Company. The Open Offer Shares will, upon issue, rank pari passu with the Existing Ordinary Shares.

Fractions of Open Offer Shares will not be allotted; instead, each Eligible Shareholder's entitlement under the Open Offer will be rounded down to the nearest whole number. The fractional entitlements may be aggregated and sold in the market, with the proceeds being retained for the benefit of the Company. Eligible Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating the Basic Entitlements.

To enable the Company to benefit from applicable exemptions to the requirement under the Prospectus Rules to prepare a prospectus in connection with the Open Offer, a maximum of 20,894,263 Open Offer Shares, representing a total consideration of £2.1 million will be made available to Eligible Shareholders under the Open Offer, which will be conducted on the basis of 1 Open Offer Share for every 17 Existing Ordinary Shares. The Open Offer is restricted to Eligible Shareholders in order to enable the Company to benefit from exemptions from securities law requirements in certain jurisdictions outside the United Kingdom.

It should be noted that the Open Offer is not a rights issue. Accordingly, the Application Form is not a document of title and cannot be traded. Unlike a rights issue, any Open Offer Shares not applied for under the Open Offer will not be sold in the market or placed for the benefit of Eligible Shareholders who do not take up their rights to subscribe under the Open Offer.

3.3 Excess Application Facility

The Excess Application Facility will enable Eligible Shareholders, provided that they take up their Basic Entitlement in full, to apply for Excess Entitlements. Eligible Non-CREST Shareholders who wish to apply to acquire more than their Basic Entitlement should complete the relevant sections on the Application Form. Eligible CREST Shareholders will have Excess Entitlements credited to their stock account in CREST and should refer to paragraph 4(ii)(j) of Part III of the Circular for information on how to apply for Excess Entitlement pursuant to the Excess Application Facility. Applications for Excess Entitlements will be satisfied only and to the extent that corresponding applications by other Eligible Shareholders are not made or are made for less than their Basic Entitlements.

Once subscriptions by Eligible Shareholders under their respective Basic Entitlements have been satisfied, the Company shall, in its absolute discretion, determine whether to meet any excess applications in full or in part and no assurance can be given that applications by Eligible Shareholders under the Excess Application Facility will be met in full, in part or at all. Application will be made for the Basic Entitlements and Excess Entitlements in respect of Eligible CREST Shareholders to be admitted to CREST. It is expected that such Basic Entitlements and Excess Entitlements will be admitted to CREST by 3.00 p.m. on 18 June 2015. Applications through the means of the CREST system may only be made by the Eligible Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. Eligible Non-CREST Shareholders will receive an Application Form with the Circular which sets out their entitlement to Open Offer Shares as shown by the number of Basic Entitlements allocated to them. Eligible Non-CREST Shareholders should note that the Application Form is not a negotiable document and cannot be traded.

Eligible CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Basic Entitlements by 3.00 p.m. on 18 June 2015. Eligible CREST Shareholders should note that although the Basic Entitlements and Excess Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Eligible Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim. If applications are made for less than all of the Open Offer Shares available, then the lower number of Open Offer Shares will be issued and any outstanding Basic Entitlements will lapse.

Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, are set out in Part III of the Circular. For Eligible Non-CREST Shareholders, completed Application Forms, accompanied by full payment, should be returned by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, UK so as to arrive as soon as possible and in any event so as to be received no later than 11:00 a.m. on 3 July 2015. For Eligible CREST Shareholders the relevant CREST instructions must have been settled as explained in the Circular by no later than 11:00 a.m. on 3 July 2015.

3.4 Other information relating to the Open Offer

The Open Offer is conditional, inter alia, upon Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on 7 July 2015 (or such later time and/or date as Panmure and the Company may agree).

The Open Offer will result in the issue of in total 20,894,263 Open Offer Shares assuming full take up under the Open Offer (representing, in aggregate, approximately 5.56 per cent. of the Enlarged Ordinary Share Capital assuming full take up under the Open Offer). The Open Offer Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares and therefore rank equally for all dividends or other distributions declared, made or paid after the date of issue of the Open Offer Shares. No temporary documents of title will be issued.

Following the issue of the Open Offer Shares pursuant to the Open Offer (and assuming that the Open Offer is taken up in full), Eligible Shareholders who do not subscribe for any of their Open Offer Entitlements will suffer a dilution of approximately 5.56 per cent. to their interests in the Company.

4. Admission and dealings

Application will be made to the London Stock Exchange and the JSE for the Open Offer Shares to be admitted to trading on AIM and AltX respectively. The Open Offer Shares will, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared following Admission. It is expected that Admission will become effective and that dealings in the Open Offer Shares will commence on 7 July 2015.

5. Additional Information

Your attention is drawn to the additional information set out in Parts II and III of the Circular. In particular the attention of investors is drawn to the information regarding taxation set out in section 6 of Part III. This information is intended only as a general guide to the current tax position under UK taxation law for certain types of investor. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their professional advisers.

The Circular will be available for a period of twelve months from the date of the Circular on the Company's website www.diamondcorp.plc.ukfree of charge in accordance with the requirements of Rule 26 of the AIM Rules for Companies.

Appendix I - Expected Timetable of Principal Events

Notes:

(1) If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service.

(2) All times are London times and each of the times and dates are subject to change.

Appendix II - Definitions

The following definitions apply throughout this announcement, unless the context requires otherwise: