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Case study

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ico-naturalResources.pngFirestone Diamonds plc

Location: Lesotho

Deal Type: Fundraise consisting of a US$82.4m debt facility with Absa Bank, US$40.0m placing with new and existing shareholders and US$100m financing package with Pacific Road and RCF VI, comprising a US$30m mezzanine facility and a US$70m equity subscription, to finance the construction and building of the Main Treatment Plant at the Company’s Liquobong mine.

Deal Size: US$222.4m

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In mid 2013, Strand Hanson was appointed by Firestone Diamonds plc (“Firestone” or the “Company”) as nominated and financial adviser to the Company. In late 2013, Strand Hanson was engaged specifically to advise the Company on the US$222.4m fundraise (the “Fundraise”) required to build and commission the Main Treatment Plant at Liquobong, the Company’s flagship asset in the Lesotho-highlands, with expected full nameplate production in early 2016.

The Fundraise comprised an US$82.4m debt facility with Absa Bank, a US$40.0m  brokered placing (the “Placing”) with new and existing institutional shareholders at a placing price of 3.0 pence (the “Placing Price”) and a US$100.0m financing package (“Financing Package”) with two new strategic investors Pacific Road Resource Funds (“Pacific Road”)(1) and Resource Capital Fund VI L.P. (“RCF VI”)(2), both leading mining-focussed investment groups, with each investing equal amounts on equivalent terms. The Placing Price represented an 7.7 per cent. discount to the prevailing mid-market price.

The Financing Package comprised, in aggregate, a US$30.0m mezzanine facility and US$70m equity subscription at the Placing Price. In addition, under the terms of the mezzanine facility, Pacific Road and RCF VI each received warrants to subscribe for 243,932,186 new ordinary shares, at a 25 per cent. premium to the Placing Price.

Following completion of the Fundraise, Pacific Road and RCF VI each hold 23.5 per cent. of the enlarged share capital of the Company and assuming Pacific Road and RCF VI exercise their warrants in full and the Company has not issued any further shares, they will each hold 27.1 per cent. of the then enlarged issued share capital of the Company. Under the terms of the Financing Package, Pacific Road and RCF VI are both entitled to proportional representation on the Board of Firestone.

Strand Hanson acted as Nominated and Financial Adviser to Firestone in respect of the Fundraise. In addition to providing financial advice on the Fundraise, Strand Hanson advised the Company on related corporate governance, Takeover Code and AIM Rules related matters.