Unlisted options granted
May 17 2007 - 3:00AM
UK Regulatory
17 May 2007
Company Announcements Office
Australian Stock Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Kimberley Diamond Company NL (ASX: KIM, AIM: KDC)
GRANT OF 1,000,000 UNLISTED OPTIONS
Further to the Company's Appendix 3B lodged on 7 May 2007, we advise that
1,000,000 unlisted options exercisable at $0.80 expiring on the third
anniversary of date of grant (the Options) were issued to Societe Generale
Australia Branch, Sydney, on 15 May 2007. No funds were raised on the grant of
the Options.
The grant of the Options was in accordance with terms and conditions of a
letter agreement entitled "15 April 2005 Facility Agreement as amended -
Financial Covenant Compliance" dated 3 May 2007 between Kimberley Diamond
Company NL and Societe Generale.
A copy of the terms of the Options is attached hereto.
Jean Mathie
COMPANY SECRETARY
Kimberley Diamond Company NL
(ABN 91 061 899 634)
TERMS AND CONDITIONS OF 2010 UNLISTED OPTIONS
a. The options are not to be listed on Australian Stock Exchange Limited
("ASX").
b. Each option has the right to subscribe for one ordinary fully paid share in
the capital of the Company.
c. Each option may be exercised at any time prior to 5pm (WST) on the third
anniversary of date of grant and any option not exercised on or before that
date will expire and cease to carry any rights or benefits.
d. The exercise price of each option is $0.80.
e. Options can be exercised by an option holder delivering to the Company's
registered office or share registry a notice (in a form prescribed by the
Company from time to time) stating the number of options to be exercised
and accompanied by the relevant holding statement(s) and a cheque (in
Australian currency) made payable to the Company for an amount being the
result of the exercise price multiplied by the number of options being
exercised.
f. Within five business days of receipt of a properly executed exercise notice
and application monies in respect of the exercise of any options, the
Company will issue the resultant shares and deliver notification of share
holdings.
g. The Company shall make application to have shares (issued pursuant to an
exercise of options) listed for official quotation by ASX within three
business days of the date of issue.
h. Shares issued pursuant to an exercise of options shall rank, from the date
of allotment, pari passu with existing shares of the Company in all
respects.
i. The options have no right to participate in pro-rata issues of securities
to shareholders unless the options are exercised prior to the record date
for determining entitlements to the relevant pro-rata issue.
j. Each option holder will be notified by the Company of any proposed pro-rata
issue of securities to shareholders at least ten business days prior to the
record date and, if the option is exercised before the record date, the
option holder can participate in a pro-rata issue to shareholders.
k. In the event of a reorganisation (including reconstruction, consolidation,
subdivision, reduction, or return) of the capital of the Company, the terms
of the options will be changed to the extent necessary to comply with the
requirements of ASX Listing Rules (in force at the time of the
reorganisation) for the reorganisation of capital.
l. Each share issued pursuant to an exercise of an option shall be issued free
of any encumbrance.
12 WALKER AVENUE WEST PERTH 6005 WESTERN AUSTRALIA PO BOX 806 WEST PERTH
WESTERN AUSTRALIA 6872
TEL (+61-8) 9321 5887 FAX (+61-8) 9321 5884 EMAIL general@kimres.com.au WWW
www.kimberleydiamondco.com.au
END
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