BlueRock Diamonds : Circular and Notice of AGM

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about what action to take, you should obtain your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all or part of your holding of ordinary shares of £0.05 each ("Ordinary Shares") in the capital of in BlueRock Diamonds plc (the "Company" or "BlueRock") you should forward this document and the attached Proxy Form as soon as possible to the purchaser(s) or transferee(s) or the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser(s) or transferee(s).

The Directors of BlueRock, whose names are set out on page 4 of this document, accept responsibility for the information contained in this document, except for (i) the Recommendation on page 18 of this document, for which the Independent Directors take responsibility and (ii) the information on Teichmann Company Limited ("TCL") for which the directors of TCL (details of whom are set out on page 20 of this document) take responsibility. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best of the knowledge and belief of the directors of TCL (who have taken all reasonable care to ensure that such is the case), the information contained in this document relating to TCL is in accordance with the facts and does not omit anything likely to affect the import of such information.

If you have sold or otherwise transferred all of your Ordinary Shares, please immediately forward this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares you should retain this document, and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected. This document should be read in conjunction with the Notice of Annual General Meeting as set out at the end of this document. The whole text of this document should be read.

BLUEROCK DIAMONDS PLC

(Registered in England and Wales with No. 08248437)

WAIVER OF RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS

TEICHMANN FINANCING

NOTICE OF ANNUAL GENERAL MEETING

Notice of the Annual General Meeting of BlueRock, to be held at the offices of SP Angel, Prince Frederick House, 35-39 Maddox Street, London W1S 2PP on 7 September 2022 at 10.00 am is set out starting on page 38 of this document. A Proxy Form for use in connection with the Annual General Meeting is enclosed and should be completed and returned to the Company's registrars at Share Registrars Limited, 3 Millennium Centre, Crosby Way, Farnham, Surrey, GU9 7XX as soon as possible and, in any event, by no later than 10.00 am on 5 September 2022. Completion and return of a Proxy Form will not preclude Shareholders from attending and voting at the Annual General Meeting in person should they so wish. If you do not complete and return a valid Proxy Form or attend the Annual General Meeting in person to vote, no-one else may vote on your behalf.

SP Angel Corporate Finance LLP ("SP Angel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the proposed admission of the New Ordinary Shares to trading on AIM and the proposals described in this document. It will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of SP Angel or for providing advice in relation to such proposals. SP Angel has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by SP Angel for the accuracy of any information or opinions contained in this document or for the omission of any information. SP Angel owes

certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, the Shareholders or any other person.

The distribution of this document and the offering or sale of the New Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or SP Angel that would permit an offering of the New Ordinary Shares or possession or distribution of this document or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this document comes are required by the Company and SP Angel to inform themselves about and to observe any such restrictions.

This document is directed only at members of the Company falling within the meaning of Article 43(2)(a) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (all such persons together being referred to as Relevant Persons). This document must not be acted on or relied on by persons who are not Relevant Persons. This document does not constitute an offer of securities and accordingly is not a prospectus, neither does it constitute an admission document drawn up in accordance with the AIM Rules.

This document includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or "similar" expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless it is required to do so by applicable law or the AIM Rules.

Copies of this document are available free of charge on the Company's website: www.bluerockdiamonds.co.uk/Reports-and-Circulars.html

	CONTENTS
		Page No.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS.............................................................................	2
STATISTICS .........................................................................................................................................	3
DIRECTORS, SECRETARY AND ADVISERS .....................................................................................	4
DEFINITIONS .......................................................................................................................................	5
LETTER FROM THE CHAIRMAN OF BLUEROCK DIAMONDS PLC..................................................	9
ADDITIONAL INFORMATION ............................................................................................................	20
1	INFORMATION ON THE TEICHMANN CONCERT PARTY ..................................................	20
2	SHAREHOLDINGS, DEALINGS AND IRREVOCABLE UNDERTAKINGS ............................	24
3	MIDDLE-MARKET QUOTATIONS FOR ORDINARY SHARES .............................................	30
4	FURTHER INFORMATION ON THE TEICHMANN FINANCING...........................................	30
5	FURTHER INFORMATION ON THE COMPANY...................................................................	32
6	GENERAL ..............................................................................................................................	35
7	DOCUMENTS FOR INSPECTION.........................................................................................	35
8	DOCUMENTS INCORPORATED BY REFERENCE..............................................................	36
NOTICE OF ANNUAL GENERAL MEETING......................................................................................	38

1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of Subscription Agreement	5 July 2022
Date of posting of this Circular	15 August 2022
Latest time and date for receipt of Proxy Forms	10.00	am on 5 September 2022
Annual General Meeting	10.00	am on 7 September 2022

Notes:

Each of the dates in the above timetable is subject to change at the absolute discretion of the Company.

If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to shareholders by announcement through a Regulatory Information Service. References to time in this Circular are to London time except when otherwise stated.

All events listed in the above timetable following the Annual General Meeting are conditional on the passing of the Resolutions at the Annual General Meeting.

2

STATISTICS

Issue Price

Number of Existing Ordinary Shares in issue as at the date of this Circular

Number of Subscription Shares to be issued on redemption of the Simple Loan Notes

Number of New Conversion Shares to be issued on conversion of the New Convertible Loan Notes

Number of Existing Conversion Shares to be issued on conversion of the Existing CLN

Enlarged Issued Share Capital following issue of the Subscription Shares, the New Conversion Shares and the Existing Conversion Shares, and assuming exercise of Michael Houston's options (but not including the potential issue of shares under the Broker Option)

Percentage of the Enlarged Share Capital of the Teichmann Concert Party following issue of the Subscription Shares, the New Conversion Shares and the Existing Conversion Shares, and assuming exercise of Michael Houston's options

Total gross proceeds of the Teichmann Financing (excluding the Facility Agreement and Broker Option)

Estimated net proceeds of the Teichmann Financing (excluding the Facility Agreement and Broker Option)

£0.07

21,776,755

15,234,437

8,339,229

6,465,247

52,094,972

65.46%

£1,650,157

£1,341,000

3