The board of directors at Stellar Diamonds (LON:STEL) recommended Monday a merger with Australia's Newfield Resources (ASX: NWF), which also operates in Sierra Leone.
The all-share takeover by the Sydney-listed company offers 0.76 Newfield shares for each Stellar one, valuing the diamond miner at ?7.74 million (about $10.8 million).
Under the deal, Newfield will lend Stellar $3 million to help it over its immediate short-term cash needs, while undertaking a right issue to raise A$30 million (roughly $23.6m) to re-finance the blended company.
According to the parties, the sum is a premium of around 154% to Stellar's share price of 4.9p shortly before news of the deal broke in February.
Newfield has a number of diamond exploration licences in Sierra Leone as well as several gold projects in Western Australia.Existing Stellar shareholders will own 8.14% of the group following the merger and financing.
Newfield's acquisition allows for mining the combined and contiguous Tongo and Tonguma concessions, which is expected to create one of the largest diamond mines in West Africa, with an estimate resource of 4.5 million carats.
The boards of both companies believe the combination would create an enlarged and well-funded diamond development group with a number of highly prospective licences in Sierra Leone and Liberia, as well as an experienced management team with combined 100+ years of experience in the diamond sector.
The Aussie miner's exploration in Sierra Leone has led to the discovery of kimberlites in its licence areas, while bulk sampling from some alluvial deposits has resulted in diamond sales at over $450 per carat.
Newfield also holds several gold projects in Western Australia.
Tongo-Tonguma lies to the north-east of Newfield's Allotropes diamond project.
Shares in Stellar rose by 51% to 7.42p.