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Firestone Diamonds Offer For Kopane Diamond -15-

Wed, 21st Jul 2010 11:55

| | of which Euroclear UK & Ireland | | | Limited is operator as defined in the | | | CREST Regulations) | +--------------------+---------------------------------------+ | CREST Regulations | means the Uncertificated Securities | | | Regulations 1996 (SI 1995 NO. | | | 93/3272), as amended | +--------------------+---------------------------------------+ | Daily Official | the Daily Official List published by | | List | the London Stock Exchange | +--------------------+---------------------------------------+ | De Beers | De Beers SA | +--------------------+---------------------------------------+ | Debswana | Debswana Diamond Company Limited | +--------------------+---------------------------------------+ | Definitive | the definitive feasibility study in | | Feasibility Study | the course of being produced by LMDC | | or DFS | in relation to the Main Pipe | +--------------------+---------------------------------------+ | Disclosed | fairly disclosed in: | | | (i) the 2009 annual report | | | and accounts of Kopane (including the | | | audited consolidated financial | | | statements of Kopane for the year | | | ended 30 June 2009); | | | (ii) the interim financial | | | statements of Kopane for the six | | | month period ended 31 December 2009; | | | (iii) all documents in | | | Kopane's online data room which has | | | been made available as at 6.00pm on | | | 20 July 2010 to Firestone and its | | | advisers; or | | | (iv) any public announcement | | | released by or on behalf of Kopane to | | | a Regulatory Information Service at | | | any time prior to 6.00 p.m. on 20 | | | July 2010 | +--------------------+---------------------------------------+ | Dredge and | the floating dredge and processing | | Floating Treatment | plant proposed to be used by | | Plant | Firestone to process alluvial diamond | | or FTP | material for Namdeb | | | | +--------------------+---------------------------------------+ | Effective Date | the date on which the Scheme becomes | | | effective in accordance with its | | | terms | +--------------------+---------------------------------------+ | Enlarged Group | the Firestone Group and the Kopane | | | Group following the Acquisition | | | becoming effective | +--------------------+---------------------------------------+ | Evolution | Evolution Securities Limited, | | Securities | authorised and regulated by the | | | Financial Services Authority and | | | financial adviser and broker to | | | Firestone | +--------------------+---------------------------------------+ | Exchange Ratio | 0.4657 of a New Firestone Share for | | | every 1 Kopane Share | +--------------------+---------------------------------------+ | Existing Firestone | the Firestone Shares in issue as at | | Shares | the Effective Date | +--------------------+---------------------------------------+ | Financial Services | the UK Financial Services Authority | | Authority or FSA | | +--------------------+---------------------------------------+ | finnCap | finnCap Limited, authorised and | | | regulated by the Financial Services | | | Authority and financial adviser, rule | | | 3 adviser and nominated adviser to | | | Kopane | +--------------------+---------------------------------------+ | Firestone | Firestone Diamonds plc, a company | | | registered in England and Wales with | | | registered number 3589905 | +--------------------+---------------------------------------+ | Firestone Board | the board of directors of Firestone | +--------------------+---------------------------------------+ | Firestone Circular | the document comprising an admission | | | document in accordance with the AIM | | | Rules to be produced by Firestone and | | | posted to the Firestone Shareholders | | | as soon as practicable following the | | | Announcement Date containing the | | | notice convening the Firestone GM and | | | providing information on the New | | | Firestone Shares and the Enlarged | | | Group | +--------------------+---------------------------------------+ | Firestone | the directors of Firestone as at the | | Directors | date of this Announcement and | | | "Firestone Director" means any one of | | | them | +--------------------+---------------------------------------+ | Firestone GM or | the general meeting of Firestone to | | Firestone General | be convened in connection with the | | Meeting | Acquisition, including any | | | adjournment thereof | +--------------------+---------------------------------------+ | Firestone Group | Firestone and its Group | +--------------------+---------------------------------------+ | Firestone | the resolutions to be proposed at the | | Resolutions | Firestone GM for the purposes of, | | | inter alia, approving and | | | implementing the Acquisition | +--------------------+---------------------------------------+ | First Firestone | the ordinary resolution to be | | Resolution | proposed at the Firestone GM to | | | approve and implement the | | | Acquisition, to approve the increase | | | in authorised share capital and to | | | grant the Firestone Directors | | | authority to allot the New Firestone | | | Shares | +--------------------+---------------------------------------+ | Firestone | a holder of Firestone Shares | | Shareholder | | +--------------------+---------------------------------------+ | Firestone Shares | ordinary shares of 20p each in the | | | capital of Firestone (including, if | | | the context so requires, the New | | | Firestone Shares) | +--------------------+---------------------------------------+ | FSMA | means the Financial Services and | | | Markets Act 2000 (as amended) | +--------------------+---------------------------------------+ | GOL | Government of the Kingdom of Lesotho | +--------------------+---------------------------------------+ | Group | in relation to any person, that | | | person and any companies which are | | | holding companies, subsidiaries or | | | subsidiary undertakings of it or of | | | any such holding company | +--------------------+---------------------------------------+ | holding company | has the meaning given to it in the | | | Companies Act | +--------------------+---------------------------------------+ | Implementation | the implementation agreement between | | Agreement | Firestone and Kopane dated the date | | | hereof in connection with the | | | implementation of the Acquisition | +--------------------+---------------------------------------+ | Indicated Resource | the part of a mineral resource for | | | which the tonnage, densities, shape, | | | physical characteristics, grade and | | | mineral content can be estimated with | | | a reasonable level of confidence. It | | | is based on exploration, sampling and | | | testing information gathered through | | | appropriate techniques from locations | | | such as outcrops, trenches, pits, | | | workings and drill holes. The | | | locations are too widely or | (MORE TO FOLLOW) Dow Jones Newswires July 21, 2010 06:55 ET (10:55 GMT)
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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -17-

+--------------------+---------------------------------------+ | Reduction of | the proposed reduction of the | | Capital | ordinary share capital of Kopane | | | provided by the Scheme under section | | | 641 of the Companies Act

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -10-

States. Securities may not be offered or sold in the United States absent registration under the US Securities Act or an exemption therefrom. Firestone has not registered and does not intend to register any of the New Firestone Shares under the US Securities Act. To the extent that the Acquisitio

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -8-

(b) the Firestone Directors have recommended any Competing Proposal in relation to Firestone; or (c) Firestone is in material breach of any provision of the Implementation Agreement such that the Kopane Directors determine, acting in good faith and having taken appropriate

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -12-

Kopane Group therein, is terminated, adversely modified or adversely affected, or any adverse action is taken or onerous obligation or liability arises thereunder; (e) the value of any member of the Wider Kopane Group or its financial or trading position is adversely affected; (f) any

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -6-

the exceptionally large size of many of its kimberlites, in particular the 146 hectare MK1 kimberlite, which is one of the largest known diamondiferous kimberlites. Substantial work has been carried out at Tsabong by Firestone, the results of which indicate that the Tsabong kimberlite field is loca

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -9-

right to elect to implement the Acquisition by way of a Takeover Offer. In such event, the Acquisition will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme. Further details of the Scheme, including an indicative ti

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -11-

The Acquisition is conditional upon the Scheme becoming unconditional and becoming effective by not later than 31 December 2010, or such later date (if any) as Kopane and Firestone may, with the consent of the Panel (if required) agree and the Court may allow. Part A: Conditions of the Acquisition 1

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -5-

Kopane by Firestone will be value enhancing and will provide significant benefits to both Firestone Shareholders and Kopane Shareholders. * Firestone will acquire a large Mineral Resource at Liqhobong at the final stages of a DFS with substantial economic potential that will allow the Enlarged Grou

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -7-

Africa, producing a loss for the year of GBP11.0 million. For the six month period ended 31 December 2009 Firestone generated no revenue and made a loss of GBP1.4 million. Following the successful completion of the final phase of evaluation work on BK11 in December 2009 a decision was made to proc

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -4-

capital have irrevocably undertaken to vote in favour of the Scheme and the Kopane Resolution. In total Firestone has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Kopane Resolution at the Kopane General Meeting from Kopane Shareholders representing

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond Developments Plc

TIDMFDI TIDMKDD RNS Number : 6900P Firestone Diamonds PLC 21 July 2010 ? Firestone Diamonds PLC 21 July 2010 21 July 2010 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR ANY J

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -3-

responsible to anyone other than Kopane for providing the protections afforded to clients of finnCap nor for providing advice in relation to the Acquisition or any other matter described in this Announcement. The Firestone Directors accept responsibility for all the information contained in this An

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21 Jul 2010 11:55

Firestone Diamonds Offer For Kopane Diamond -2-

| Firestone GM | 3 | | | September 2010 | +--------------------------------------------+-------------------+ | Court Meeting | 6 September 2010 | +-------------------------------

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21 Jul 2010 11:13

Small caps round-up: PureCircle, Mobile Streams,Northacre ...

Natural ingredients firm PureCircle said that the US Food and Drug Administration has issued a 'no objection' letter in respect of the user of the company's SG95 sugar substitute as a food and beverage ingredient in the USA. Mobile content seller Mobile Streams expects half-year revenue to rise 20%

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12 Jul 2010 16:00

UK SMALLCAP ROUNDUP: Avanti Communications Raises GBP70M

Dow Jones smallcap news is now on Twitter, allowing you to catch up on the news away from your desk. Go to http://twitter.com/DJ_UK_Smallcaps AVANTI COMMUNICATIONS GROUP PLC (AVN.LN), a broadband-by-satellite company, Monday said the launch of its first satellite will be delayed by up to six we

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