Lucara Diamond Corp. (TSX:LUC) entered into a share purchase agreement to acquire Clara Diamond Solutions Corporation from Eira Thomas, Catherine McLeod-Seltzer, John Armstrong, Zara Boldt and others for CAD 56.4 million on February 25, 2018. The consideration includes, 13.1 million shares of Lucara resulting in 3.7% dilution to Lucara existing share capital and equity payments totaling 13.4 million shares become payable upon the achievement of performance milestones related to total revenues generated through the platform. In the event that Lucara’s ownership over the Clara platform decreases below 81% or 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. Eira Thomas, a current Director of Lucara, was a shareholder of Clara, was issued a total of 1.2 million shares of Lucara and will be issued up to an additional 1.8 million shares of Lucara upon the milestones being achieved or a change of control event occurring. Post transaction, Eira Thomas will hold 1.36stake in Lucara Diamond. Catherine McLeod-Seltzer was issued 0.4 million shares and will be issued 0.6 million shares if performance milestones are achieved. John Armstrong and Zara Boldt were issued 0.05 million shares each and will receive 0.075 million additional shares, each, if performance milestones are achieved. Pursuant to the transaction, Eira Thomas was appointed as Chief Executive Officer of Lucara Diamond as William Lamb retired and Catherine McLeod-Seltzer was appointed as a Director. The transaction is subject to approval from Toronto Stock Exchange. The acquisition was unanimously approved by the independent directors of Lucara Diamond Corp. BMO Capital Markets acted as financial advisors and Peter J. O’Callaghan of Blake, Cassels & Graydon LLP acted as legal advisor to Lucara Diamond Corp. DuMoulin Black LLP and John Anderson, Lisa Sidhu, Julie D’Avignon and Kevin Guenther of Stikeman Elliott LLP acted as legal advisors for Clara Diamond Solutions Corporation.