Lucara Diamond Announces Acquistion of Clara Diamond Solutions Corporation - Seite 2

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 the rough diamond supply chain and is expected to result in higher realized prices for its rough
  
  
• Provides stable, continuous cashflow that is no longer tied to a fixed sales cycle
  
  
• Diversifies Lucara's existing business model with the potential to deliver strong cashflows to supplement revenue from the Karowe diamond mine
  
  
• Supports Lucara's reputation as an industry-leader in the adoption of new technology having invested in a technologically advanced mine design to optimize revenues and minimizing diamond losses through and building on the successful integration of XRT technology
  
  
• Acquisition of a digital business solution that uses blockchain to unlock value and ensure diamond provenance, integrity and transparency throughout the value chain

Acquisition Terms

Lucara has agreed to purchase Clara for up-front consideration of 13.1 million shares of Lucara (approximately $29 million in up-front consideration based on the closing price of Lucara common shares as at February 22, 2018) resulting in approximately 3.7% dilution to its existing share capital. Further staged equity payments totaling 13.4 million shares become payable upon the achievement of performance milestones related to total revenues (revenues from rough diamonds bought and sold) generated through the platform. In the event that (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 a third party such that the current shareholders of Lucara own less than 50% of the merged entity, all of the milestones set forth above will, subject to certain exceptions, be deemed to be met immediately and the balance of the 13.4 million shares will become issuable. However, if the acquisition or merger of Lucara occurs more than three years after Lucara's acquisition of Clara, and the first revenue milestone has not yet been met, the 13.4 million shares will not vest and will only become issuable as and when the milestones are met.