(LUC – TSX, LUC – BSE, LUC – Nasdaq Stockholm)
Lucara Diamond Corp. (“Lucara” or the “Company”)
is pleased to announce today that it has entered into an agreement
with a syndicate of underwriters led by BMO Capital Markets under
which the underwriters have agreed to buy on bought deal
basis 29,400,000 common shares (the “Common Shares”), at a
price of C$0.75 per Common Share for gross proceeds of
approximately C$22 million (the “Public Offering”). The Company has
granted the Underwriters an option, exercisable at the offering
price for a period of 30 days following the closing of the Public
Offering, to purchase up to an additional 15% of the Public
Offering to cover over-allotments, if any. The offering is expected
to close on or about July 15, 2021 and is subject to Lucara
receiving all necessary regulatory approvals.
The Company is also pleased to announce that it
has agreed to launch a concurrent private placement of
approximately C$16 million on the same terms as the Public Offering
(the “Private Placement” and together with the Public Offering, the
“Financing”) to Nemesia S.à.r.l. (“Nemesia”) and to certain other
investors on a private placement basis. Any Common Shares issued
pursuant to the Private Placement will be subject to a statutory
hold period in Canada for a period of 4 months and one day. The
Private Placement is expected to close on or about July 15, 2021
and is subject to Lucara receiving all necessary regulatory
approvals.
The net proceeds of the Public Offering and
Private Placement will be used for working capital to support the
development and ongoing operation of the Karowe diamond mine.
In respect of the Public Offering, Common Shares
will be offered by way of a short form prospectus in British
Columbia, Alberta, Manitoba and Ontario and may also be offered by
way of private placement in the United States.
The securities offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws, and may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
Nemesia is an insider of the Company and, as a
result of their participation in the Private Placement, the Private
Placement will be considered a “related party transaction” under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). The Company intends
to rely on the exemptions set forth in sections 5.5(a) and
5.7(1)(a) of MI 61-101 from the valuation and minority shareholder
approval requirements of MI 61-101 in respect of such insider
participation, as neither the aggregate fair market value of the
Common Shares expected to be purchased by Nemesia is less than 25%
of the Company’s market capitalization. A material change report in
respect of the Financing will be filed in accordance with MI
61-101, but is not expected to be filed 21 days in advance of the
closing of the Financing as certain details regarding the
participation of Nemesia have not yet been finalized and the
Company wishes to close on an expedited basis for sound business
reasons.
This news release is not an offer to the public
to subscribe for Common Shares or otherwise acquire Common Shares
or other financial instruments in the Company, whether in Sweden or
in any other EEA Member State. This news release is an
advertisement and does not constitute a prospectus in accordance
within the meaning of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the “Prospectus
Regulation”). No such prospectus has been or will be prepared in
connection with the Offering or the Private Placement. The
financial instruments referred to in the news release are not
intended to be offered to the public in any EEA Member State except
to qualified investors (as defined in the Prospectus Regulation)
and in accordance with any other applicable exemption from the
requirement to prepare a prospectus under the Prospectus Regulation
in that Member State.
Eira ThomasPresident and Chief Executive
Officer
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For further information, please contact:
|
Investor Relations &
Communications |
|
+1 604 674 0272|
info@lucaradiamond.com |
|
|
Sweden |
Robert Eriksson, Investor
Relations & Public Relations |
|
+46 701 112615 |
reriksson@rive6.ch |
|
|
UK Public Relations |
Charles Vivian / Jos Simson,
Tavistock |
|
+44 79 772 97903|
lucara@tavistock.co.uk |
ABOUT LUCARA
Lucara is a leading independent producer of
large exceptional quality Type IIa diamonds from its 100% owned
Karowe Mine in Botswana and owns a 100% interest in Clara Diamond
Solutions, a secure, digital sales platform positioned to modernize
the existing diamond supply chain and ensure diamond provenance
from mine to finger. The Company has an experienced board and
management team with extensive diamond development and operations
expertise. The Company operates transparently and in accordance
with international best practices in the areas of sustainability,
health and safety, environment and community relations.
The information in this release is accurate at
the time of distribution but may be superseded or qualified by
subsequent news releases.
This information is information that the Company
is obliged to make public pursuant to the EU Market Abuse
Regulation. The information was submitted for publication, through
the agency of the contact persons set out above, at 3:30 pm Eastern
Time on June 24, 2021.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
Certain of the statements made and contained
herein and elsewhere constitute forward-looking statements as
defined in applicable securities laws. Generally, these
forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "anticipates",
"believes", "intends", "estimates", "potential", "possible" and
similar expressions, or statements that events, conditions or
results "will", "may", "could" or "should" occur or be
achieved.
Forward-looking statements are based on the
opinions and estimates of management as of the date such statements
are made, including in respect to Lucara's ability to make future
equity and cash payments to the former shareholders of Clara and
Clara's founders, facilitators and management and the approval of
the Toronto Stock Exchange. These assumptions, opinion and
estimates are subject to a number of known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievement
expressed or implied by such forward-looking statements. The
Company believes that expectations reflected in this
forward-looking information are reasonable, but no assurance can be
given that these expectations will prove to be accurate and such
forward-looking information included herein should not be unduly
relied upon. In particular, this release may contain forward
looking information pertaining to the payment of future
consideration to the former shareholders of Clara and its founders,
facilitators and management and Lucara's ability to make such
payment and the approval of the Toronto Stock Exchange.
There can be no assurance that such forward
looking statements will prove to be accurate, as the Company's
results and future events could differ materially from those
anticipated in this forward-looking information as a result of
those factors discussed in or referred to under the heading "Risks
and Uncertainties” in the Company's most recent Annual Information
Form available at http://www.sedar.com, as well as changes in
general business and economic conditions, changes in interest and
foreign currency rates, the supply and demand for, deliveries of
and the level and volatility of prices of rough diamonds, costs of
power and diesel, acts of foreign governments and the outcome of
legal proceedings, inaccurate geological and recoverability
assumptions (including with respect to the size, grade and
recoverability of mineral reserves and resources), and
unanticipated operational difficulties (including failure of plant,
equipment or processes to operate in accordance with specifications
or expectations, cost escalations, unavailability of materials and
equipment, government action or delays in the receipt of government
approvals, industrial disturbances or other job actions, adverse
weather conditions, and unanticipated events relating to health
safety and environmental matters).
Accordingly, readers are cautioned not to place
undue reliance on these forward-looking statements which speak only
as of the date the statements were made, and the Company does not
assume any obligations to update or revise them to reflect new
events or circumstances, except as required by law.
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