5 March 2018
AIM: STEL
Stellar Diamonds plc
Interim Results for the six months to 31 December 2017
Stellar Diamonds plc, the AIM listed (AIM: STEL) diamond development company focused on West Africa, announces its unaudited interim results for the six months to 31 December 2017.
Operational and Corporate Highlights:
o Successful disposal of Guinea assets for gross proceeds US$1.25 million;
o Tribute Mining and Revenue Share Agreement with Octea Mining over the Tongo-Tonguma project closed post period;
o Environmental Licence issued for Tongo paving way for issuing of the large scale mining licence subject to licence fee payment being made;
o Post-period announcement of a possible offer for the issued and to be issued share capital of Stellar by ASX listed Newfield Resources Limited ("Newfield Resources") with the intention to fund the commercial development of the Tongo-Tonguma mine.
Financial Highlights
o Placing of £330,000 and an oversubscribed open offer raising £200,000 completed;
o Receipt of final funds related to Guinea transaction, bringing total gross consideration to US$1,250,000 (including exclusivity payment of US$250,000 received pre-interim report period);
o Repayment of US$1.24m convertible loan note ("CLN") and issue of a US$1,340,000 CLN during period;
o Amendments to US$1,650,000 and US$1,340,000 CLN's made with repayment longstop dates extended to 30 April 2018 and 31 March 2018 respectively for the completion of the Tongo-Tonguma tribute mining agreement and securing of the project funding as defined in the CLN agreements;
o US$3 million unsecured loan received from Newfield Resources post period, funds used towards commencement of the Front End Engineering Design ("FEED"), mine plan drilling, payment of certain licence fees, certain creditors and transaction fees.
Stellar Diamonds Chief Executive Karl Smithson commented, "The interim reporting period has primarily been focussed on sourcing the necessary funding to bring the Tongo-Tonguma project into production. The capital markets in the UK have proven extremely difficult to raise funds for junior mining companies in recent years. Furthermore, the market capitalisation of Stellar during the last six months hovered around the US$2 million level, which provided additional challenges of raising capital to develop the mine in Sierra Leone. However, we were pleased to report on 1st February 2018 that a possible share offer to acquire Stellar by ASX listed Newfield Resources, at a significant premium for Stellar shareholders, was received which, if successful and alongside a planned fundraise by Newfield Resources, would also bring the required project development capital for Tongo-Tonguma. Alongside any possible offer for the Company and subsequent to the period ended 31 December 2017, Newfield Resources has advanced to Stellar an unsecured US$3 million loan with which to primarily commence the FEED programme, mine plan drilling and, as a result of the recent completion of the tribute mining agreement, payment of Tonguma mining licence fees of US$1.25 million (covering the period up to July 2018). The loan will also be used to pay legal and corporate financial advisor costs including those related to the possible offer for the Company. Working capital will therefore remain constrained as we continue discussions with Newfield Resources regarding the possible offer.
"In addition, Stellar completed the disposal of its Guinea assets and three Guinean subsidiary companies to BDG Capital in return for an overall payment of US$1.25 million, meaning Stellar can focus its resources on the Tongo-Tonguma project in Sierra Leone."
Chairman's Statement
Stellar achieved two key milestones in the interim reporting period and beyond. Firstly, we were able to successfully conclude the disposal of our Guinean assets and subsidiary companies for a total transaction price of US$1.25 million (with cash received of US$0.87 million in total after payment of taxes, retrenchments, certain creditors and other exit related costs), thus securing our orderly exit from Guinea to focus on Sierra Leone. Secondly, our innovative approach has led us to securing the potential funding for the Tongo-Tonguma project via a proposed offer by Newfield Resources to acquire the issued and to be issued share capital of Stellar by means of a 'scheme of arrangement', which, if successful, will bring in the required development capital for the project in Q2-18.
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