REG-Karelian Diamond Res.: Notice of EGM

Karelian Diamond ResourcesAnnouncement

25/01/2021 13:50

25 January 2021

Karelian Diamond Resources plc

(“Karelian Diamonds” or the “Company”)

Notice of extraordinary general meeting to maintain electronic trading in the
Company’s shares post Brexit

Karelian Diamond Resources plc (AIM: KDR), the diamond exploration and
development company focused on Finland, announces that it has convened an
extraordinary general meeting of the Company to be held at Unit 3300 Lake
Drive, Citywest Business Campus, Dublin 24, D24 TD21, Ireland on 17 February
2021 at 12.00 noon (the "EGM").

The business of the EGM will be to consider and, if thought fit, approve
certain resolutions which are necessary to effect a technical change to how,
and where, the electronic settlement of trading in the Company’s shares
occurs.  Settlement is the process that occurs following a trade in the
Company’s shares when payment is made and ownership of the shares transfers.
This change is a consequence of the end of the transition period following the
United Kingdom’s departure from the European Union (“Brexit”) and will
not alter where the Company’s shares are listed or traded.

Background to the EGM

As a consequence of Brexit, the settlement system relating to trading in the
Company’s shares needs to move from CREST in London to Euroclear Bank in
Belgium (“Migration”). Migration is expected to occur on 15 March 2021. 
However, if the resolutions proposed for the EGM are passed, the Company’s
shares will continue to be traded on the AIM market in London.

There is no meaningful alternative to Migration and failure to migrate would
remove the Company’s access to electronic trade settlement. This would
seriously risk the Company’s ability to retain admission of its shares to
trading on AIM and, importantly, a market for its ordinary shares. 
Therefore, the board is asking all shareholders to support the resolutions
proposed for he EGM by voting in favour of all the resolutions being proposed
at the EGM or appointing a proxy to do so on their behalf.

A circular, which includes the notice of the EGM (the "Circular"), and a form
of proxy will be posted to shareholders later today.  The Board strongly
urges shareholders to review the contents of the Circular in their entirety,
including the documents referred to therein, and consider the Board's
recommendation to vote in favour of the resolutions being proposed at the EGM.

In economic terms, shareholders’ interest in their shares is largely
unaffected by Migration but there are some technical changes to how their
interest is held and therefore shareholders are recommended to read the
Circular.

The Circular, the form of proxy and copies of the documents referred to in the
Circular will be available to view shortly on the Company's website,
www.kareliandiamondresources.com and will be available for inspection during
normal business hours on any business day from the date of the Notice of EGM
until the EGM at the registered office of the Company at Unit 3300 Lake Drive,
Citywest Business Campus, Dublin 24, D24 TD21, Ireland.

Public Health Guidelines and the EGM

The well-being of shareholders and employees is a primary concern for the
Board. The Board is closely monitoring the COVID-19 situation and will take
all recommendations and applicable law into account in the conduct of the
EGM.  Based on the latest available guidance from the Health Service
Executive (“HSE”) in Ireland the Board expects the EGM to proceed on 17
February 2021 but under very constrained circumstances.

In line with the measures advised by the HSE and Irish Government
recommendations on public gatherings, we have put in place a number of
measures to minimise the risk of spreading the Coronavirus (Covid-19) at the
EGM and we encourage all Shareholders, on this occasion, to complete and
return their Forms of Proxy as soon as possible to ensure their vote is
registered at the EGM and to minimise the need to attend in these
unprecedented circumstances. In light of the unprecedented circumstances
arising from the Covid-19 pandemic, the Board would ask that Shareholders
refrain from physical attendance at the EGM.

Given the severity of the circumstances and the health risks involved, the
Directors will take all appropriate safety measures to ensure the safety of
any attendees and others involved in the EGM, including restricting attendance
at the EGM, should it be deemed necessary or desirable.

Proxy voting can be carried out in advance of the EGM by completing the form
of proxy to the Company’s Registrar, Link Registrars Limited at P.O. Box
1110, Maynooth, Co. Kildare, Ireland (if delivered by post) or Link Registrars
Limited, Block C, Maynooth Business Campus, Maynooth, Co. Kildare, W23 F854,
Ireland (if delivered by hand during normal business hours). To be valid,
Forms of Proxy, and any authority under which they are signed, must be lodged
not less than 48 hours before the time appointed for the holding of the
meeting.

For further instructions on proxy voting, shareholders should read carefully
the form of Proxy and the notes to the Notice of EGM.

Any relevant updates regarding the EGM, including any changes to the
arrangements outlined in the Circular, will be announced via a Regulatory
Information Service and will be available
on www.kareliandiamondresources.com.

In the event that it is not possible to hold the EGM either in compliance with
public health guidelines or applicable law or where it is otherwise considered
that proceeding with the EGM as planned poses an unacceptable health and
safety risk, the EGM may be adjourned or postponed or relocated to a different
time and/or venue, in which case notification of such adjournment or
postponement or relocation will be given in accordance with applicable law.

Shareholders may submit questions relating to the business of the meeting in
advance (so as to be received no later than 12:00 noon on 15 February 2021) by
email to kdr-egm@kareliandiamondresources.com. Questions submitted using this
method will be posted in a statement on the Company's website.

For further information please contact:

 Karelian Diamond Resources plc                Tel: +353-1-479-6180   
 Professor Richard Conroy, Chairman                                   
 Allenby Capital Limited (Nomad)               Tel: +44-20-3328-5656  
 Nick Athanas/Nick Harriss                                            
 Brandon Hill Capital Limited (Joint Broker)   Tel: +44-20-3463-5000  
 Jonathan Evans                                                       
 Lothbury Financial Services                  T el: +44-20-3290-0707  
 Michael Padley                                                       
 Hall Communications                           Tel : +353-1-660-9377  
 Don Hall                                                             

Visit the website at: www.kareliandiamondresources.com



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