REG-Lucara Diamond Announces Acquistion of Clara Diamond Solutions Corporation LUC.TO

By Reuters / February 25, 2018 / www.kitco.com / Article Link

For best results when printing this announcement, please click on link below: Vancouver, Feb. 25, 2018 (GLOBE NEWSWIRE) --Lucara Diamond Corp. ("Lucara" or the "Company") wishes to announcethe acquisition of Clara Diamond Solutions Corp. ("Clara"), a companywhose primary asset is a secure, digital sales platform that will transformhow rough diamonds are sold, unlocking value for diamond producers andmanufacturers alike. Clara uses proprietary analytics together with cloudand blockchain technologies to modernize the existing diamond supply chain,driving efficiencies and ensuring diamond provenance from mine to finger.Lucara has agreed to purchase Clara for a total up-front consideration of 13.1million shares of Lucara (approximately $29 million in up-front considerationbased on the closing price of Lucara common shares as at February 22, 2018)resulting in approximately 3.7% dilution to its existing share capital.The Clara Diamond Platform* Clara is a commercially scalable, digital platform that applies computingalgorithms to match rough diamond production to specific polishedmanufacturing demand on a stone by stone basis * Clara allows buyers to source rough diamonds tailored to specific polisheddiamond demand resulting in improved margins for both buyers and sellers * Efficiently integrates with blockchain technology, ensuring provenancetracking across the entire diamond supply chain* Encourages adoption of technology and accelerates innovation across thesupply chain* Eliminates dependency on a fixed sales cycle, reducing unwanted carryingcosts for all stakeholdersLucara intends to commercialize the Clara platform in the coming months usinga selection of the diamond production from the company's Karowe DiamondMine. Thereafter, Clara will be scaled to accommodate diamond uptake from avariety of sources across the supply chain. Testing on the platform hasdemonstrated the potential to unlock greater than 20% of value throughout thediamond pipeline to the benefit of all participants. Clara's revenue modelwill be based on capturing a portion of this incremental value.Expected Benefits to Lucara* Provides an affordable, potentially high value, near term growth platform,compatible with the Company's core diamond mining business* Non-cash transaction with no expected impact on the dividend * Expansion of Lucara's customer base, engaging new participants in therough diamond supply chain and is expected to result in higher realized pricesfor its rough * Provides stable, continuous cashflow that is no longer tied to a fixed salescycle* Diversifies Lucara's existing business model with the potential to deliverstrong cashflows to supplement revenue from the Karowe diamond mine* Supports Lucara's reputation as an industry-leader in the adoption of newtechnology having invested in a technologically advanced mine design tooptimize revenues and minimizing diamond losses through and building on thesuccessful integration of XRT technology* Acquisition of a digital business solution that uses blockchain to unlockvalue and ensure diamond provenance, integrity and transparency throughout thevalue chainAcquisition TermsLucara has agreed to purchase Clara for up-front consideration of 13.1 millionshares of Lucara (approximately $29 million in up-front consideration based onthe closing price of Lucara common shares as at February 22, 2018) resultingin approximately 3.7% dilution to its existing share capital. Furtherstaged equity payments totaling 13.4 million shares become payable upon theachievement of performance milestones related to total revenues (revenues fromrough diamonds bought and sold) generated through the platform. In the eventthat (i) Lucara's ownership over the Clara platform decreases below 81% or(ii) a third party acquires greater than 50% of Lucara or Lucara merges with athird party such that the current shareholders of Lucara own less than 50% ofthe merged entity, all of the milestones set forth above will, subject tocertain exceptions, be deemed to be met immediately and the balance of the13.4 million shares will become issuable. However, if the acquisition ormerger of Lucara occurs more than three years after Lucara's acquisition ofClara, and the first revenue milestone has not yet been met, the 13.4 millionshares will not vest and will only become issuable as and when the milestonesare met.Lucara has also agreed to a profit sharing mechanism whereby the founders ofthe Clara technology, and management of Clara, will retain 13.33% and 6.67%,respectively, of the annual EBITDA generated by the platform, to a maximum ofUS$25 million per year, for 10 years.Eira Thomas, a current director of Lucara, was a shareholder of Clara and wasissued a total of 1,192,000 shares of Lucara in consideration for her sharesof Clara and, subject to Clara achieving the milestones described above (orupon the occurrence of a change of control event described above), Ms. Thomaswill be issued up to an additional 1,788,001 shares of Lucara upon thosemilestones being achieved or a change of control event occurring. Ms. Thomasis also part of the existing and ongoing management team at Clara and,accordingly, will be a participant in the EBITDA sharing arrangement describedabove. As a result of the initial payment made by Lucara in respect of theClara acquisition, based on the current amount of issued and outstandingshares of Lucara and those shares to be issued pursuant to the initial paymentfor Clara, Ms. Thomas will own 1.36% of the issued and outstanding shares ofLucara immediately after the closing of the acquisition.As a result of the foregoing, the issuance of Lucara shares to Ms. Thomas isconsidered to be a "related party transaction" as defined underMultilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions ("MI 61-101"). Lucara is relying on the exemptionsfrom the formal valuation and minority approval requirements found in sections5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of thetransaction, insofar as it involves Ms. Thomas, is not more than 25% ofLucara's market capitalization. The acquisition of Clara was unanimouslyapproved by the independent directors of Lucara (with Ms. Thomas abstaining).The acquisition of Clara may close prior to the expiry of the 21 day periodfollowing the filing of the material change report respecting thisannouncement if management of Lucara determines it to be necessary for soundbusiness reasons.BMO Capital Markets acted as financial advisors and Blake, Cassels & GraydonLLP were legal counsel to Lucara on the transaction. DuMoulin Black LLP werelegal advisors to Clara and Stikeman Elliott LLP were legal advisors to thefounders of Clara.The Company will host a conference call and webcast to discuss this corporateupdate on Monday, February 26, 2018, at 6:00 a.m. Pacific, 9:00 a.m. Eastern,3:00 p.m. CET, and 2:00 p.m. GMT.Conference CallPlease call in 10 minutes before the conference call starts and stay on theline (an operator will be available to assist you).Conference ID:3283457 / Lucara DiamondDial-In Numbers:Toll-Free Participant Dial-In North America: +1-844-892-6587All International Participant Dial-In: +1-661-378-9938WebcastTo view the live webcast presentation, please log on using this direct link: The presentation slideshow can be obtained in PDF format by contactinginfo@lucaradiamond.com at least 10 minutes before the conference call, and acopy will be emailed to you.Conference ReplayA replay of the telephone conference will be available two hours after thecompletion of the call until March 5, 2018.Replay number (Toll Free North America): +1-855-859-2056Replay number (International): +1-404-537-3406The pass code for the replay is: 3283457On behalf of the Board,William Lamb President and CEOLucara Diamond on Facebook ( ) Lucara Diamond on Twitter( ) Lucara Diamond on Google+ ( ==) Lucara Diamond on Instagram( ) For further information, please contact:Lucara: Michelle Fyfe, Investor Relations +1 604 806-3077,michelle.fyfe@lucaradiamond.comSweden: Robert Eriksson, InvestorRelations +46 701-112615,reriksson@rive6.chUK: Louise Mason, Citigate Dewe Rogerson +44 (0) 20 7282 2932,louise.mason@citigatedewerogerson.comAbout LucaraLucara is a leading independent producer of large exceptional quality Type IIadiamonds from its 100% owned Karowe Mine in Botswana. The Company has anexperienced board and management team with extensive diamond development andoperations expertise. The Company operates transparently and in accordancewith international best practices in the areas of sustainability, health andsafety, environment and community relations.The information in this release is accurate at the time of distribution butmay be superseded or qualified by subsequent news releases.The information in this release is subject to the disclosure requirements ofthe Company under the EU Market Abuse Regulation and the Swedish SecuritiesMarket Act. This information was publicly communicated on February 25, 2018 at2:15 p.m. Pacific Time.CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSCertain of the statements made and contained herein and elsewhere constituteforward-looking statements as defined in applicable securities laws.Generally, these forward-looking statements can be identified by the use offorward-looking terminology such as "expects", "anticipates","believes", "intends", "estimates", "potential","possible" and similar expressions, or statements that events, conditionsor results "will", "may", "could" or "should" occur or beachieved.Forward-looking statements are based on the opinions and estimates ofmanagement as of the date such statements are made, and they are subject to anumber of known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Company to bematerially different from any future results, performance or achievementexpressed or implied by such forward-looking statements. The Company believesthat expectations reflected in this forward-looking information are reasonablebut no assurance can be given that these expectations will prove to beaccurate and such forward-looking information included herein should not beunduly relied upon. In particular, this release may contain forward lookinginformation pertaining to the following: the estimates of the Company'smineral reserve and resources; estimates of the Company's production andsales volumes for the Karowe Mine; processing capabilities, recovery rates,cash flows and sales volumes for the Karowe Mine, including the potentialeffect of the development and integration of the proposed underground mine atKarowe on production, sales volumes and the expected LOM; estimated costs toconstruct the proposed Karowe underground development and the timelinesassociated therewith; expected exploration and development expenditures andexpected reclamation costs at the Karowe Mine including associated plans,objectives and economic estimates; expectation of diamond prices and changesto foreign currency exchange rate; expectations regarding the need to raisecapital; possible impacts of disputes or litigation; expectations regardingthe timing of commercialization of Clara's technology, its ability to unlockvalue and improve margins, expansion of customer base, stability of cashflows;the timing and completion of the acquisition of Clara, whether any EBITDAsharing payments will be made and the quantum thereof, and the timing orachievement of any revenue milestones and resulting issuance of shares andother forward looking information.There can be no assurance that such forward looking statements will prove tobe accurate, as the Company's results and future events could differmaterially from those anticipated in this forward-looking information as aresult of those factors discussed in or referred to under the heading "Risksand Uncertainties"' in the Company's most recent Annual Information Formavailable at , as well as changes in general business andeconomic conditions, changes in interest and foreign currency rates, thesupply and demand for, deliveries of and the level and volatility of prices ofrough diamonds, costs of power and diesel, acts of foreign governments and theoutcome of legal proceedings, inaccurate geological and recoverabilityassumptions (including with respect to the size, grade and recoverability ofmineral reserves and resources), unanticipated operational difficulties(including failure of plant, equipment or processes to operate in accordancewith specifications or expectations, cost escalations, unavailability ofmaterials and equipment, government action or delays in the receipt ofgovernment approvals, industrial disturbances or other job actions, adverseweather conditions, and unanticipated events relating to health safety andenvironmental matters), delays or failure to successfully commercializeClara's platform, acceptance of Clara's platform by the diamond industry,risks relating to the technology underlying Clara's platform and other risksinherent in the implementation of new technologies.Accordingly, readers are cautioned not to place undue reliance on theseforward-looking statements which speak only as of the date the statements weremade, and the Company does not assume any obligations to update or revise themto reflect new events or circumstances, except as required by law. Disclaimer: The views expressed in this article are those of the author and may not reflect those of Kitco Metals Inc. The author has made every effort to ensure accuracy of information provided; however, neither Kitco Metals Inc. nor the author can guarantee such accuracy. This article is strictly for informational purposes only. It is not a solicitation to make any exchange in commodities, securities or other financial instruments. Kitco Metals Inc. and the author of this article do not accept culpability for losses and/ or damages arising from the use of this publication.

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