Offer Update

RNS Number:7659W
Gem Diamonds Limited
17 May 2007


 Not for release, publication or distribution, in whole or in part, in, into or
  from Australia, New Zealand, Canada or Japan or any Restricted Jurisdiction

17 May 2007

                             Recommended Cash Offer

                            by Gem Diamonds Limited

                                      for

                                BDI Mining Corp

                Gem Diamonds Acquires Further BDI Mining Shares

Summary

On 20 April 2007, Gem Diamonds Limited (LSE: GEMD) ("Gem Diamonds") made a
recommended cash offer (the "Offer") for the entire issued and to be issued
share capital of BDI Mining Corp (AIM: BMG) ("BDI Mining") not already owned by
Gem Diamonds.

On 14 May 2007, Gem Diamonds announced that it had acquired, or received valid
acceptances in respect of, 85,005,804 BDI Mining Shares representing
approximately 79.0% of the issued BDI Mining Shares and had extended the Offer
until 25 May 2007.

*Gem Diamonds has acquired a further 450,000 BDI Mining Shares representing
 approximately 0.4% of the issued BDI Mining Shares

*Gem Diamonds, together with the BDI Mining Shares acquired in April 2007, now
 holds 31,450,000 BDI Mining Shares, in aggregate representing approximately
 29.3% of the issued BDI Mining Shares

*As at 3.00 p.m. on 16 May 2007, Gem Diamonds had acquired, or received valid
 acceptances of the Offer in respect of, 96,139,324 BDI Mining Shares,
 representing approximately 89.4 per cent. of the issued BDI Mining Shares

1. Market Purchases

Gem Diamonds announces that, on 16 May 2007, it acquired 450,000 BDI Mining
Shares at 37 pence per BDI Mining Share, representing approximately 0.4% of the
issued BDI Mining Shares.

Together with BDI Mining Shares acquired by Gem Diamonds in April 2007, Gem
Diamonds now owns 31,450,000 BDI Mining Shares in aggregate, representing
approximately 29.3% of the issued BDI Mining Shares.

In accordance with Gem Diamonds Directors' agreement and statement that they
would act within the spirit of the City Code throughout the Offer, disclosure
outlining the key information associated with the purchase, and in a form
consistent with Rule 8.1 disclosure, is provided below.

2. Acceptances

Gem Diamonds announces that, as at 3.00 p.m. on 16 May 2007, valid acceptances
of the Offer had been received in respect of 64,689,324 BDI Mining Shares,
representing approximately 60.2% of the issued BDI Mining Shares.

Including the 31,000,000 BDI Mining Shares acquired by Gem Diamonds in April
2007 and the 450,000 BDI Mining Shares acquired by Gem Diamonds on 16 May 2007,
Gem Diamonds has acquired, or received valid acceptances of the Offer in respect
of, 96,139,324 BDI Mining Shares in aggregate, representing approximately 89.4%
of the issued BDI Mining Shares.

As at the date of the Offer, Gem Diamonds had received irrevocable undertakings
and a letter of intent to accept the Offer in respect of 51,397,157 BDI Mining
Shares representing, in aggregate, approximately 49.1% of the issued BDI Mining
Shares (or 47.8% as at the date of this announcement as a result of issues of
shares since the date of the Offer). Gem Diamonds has received valid acceptances
in respect of the BDI Mining Shares which were the subject of the letter of
intent and the irrevocable undertakings, other than one irrevocable undertaking
representing 72,500 BDI Mining Shares or approximately 0.1% of the issued BDI
Mining Shares in aggregate. Gem Diamonds believes that the acceptance in respect
of these BDI Mining Shares has been submitted and will be processed in due
course.

3. Procedure for acceptance

On 14 May 2007, Gem Diamonds announced that the Offer, which remains subject to
the terms set out in the Offer Document, had been extended and that the next
closing date would be 1.00 p.m. on 25 May 2007.

BDI Mining Shareholders who wish to accept the Offer and who have not already
done so should:

(i) in respect of BDI Mining Shares held in certificated form, complete and
return the Form of Acceptance in accordance with the instructions set out in the
Offer Document and on the Form of Acceptance, so as to be received as soon as
possible and, in any event, by no later than 1.00 p.m. on 25 May 2007; or

(ii) in respect of BDI Mining Shares represented by depository interests in
uncertificated form, withdraw their BDI Mining Shares represented by depository
interests into their own name electronically through CREST, by sending a CREST
withdrawal instruction to CRESTCo as soon as possible and, in any event, so that
the CREST withdrawal instruction settles by no later than 1.00 p.m. on 24 May
2007 and simultaneously complete and return the Form of Acceptance in accordance
with the instructions set out in the Offer Document and on the Form of
Acceptance, so as to be received by no later than 1.00 p.m. on 25 May 2007.

Defined terms used in this announcement have the same meanings as in the Offer
Document dated 20 April 2007.

Enquiries:

Gem Diamonds
Stephen Wetherall                                          +27 82 418 8735
Angela Parr                                                +27 83 578 3885

Strata Capital                                        +44 (0) 20 7399 1102
(Financial Adviser to Gem Diamonds)
Oliver Corner

JPMorgan Cazenove                                    + 44 (0) 20 7588 2828
(Corporate Broker to Gem Diamonds)
Ian Hannam
Jonathan Walker
Neil Passmore

BDI Mining
Martin Horgan                                         +44 (0) 20 7016 5106
Reg Spencer                                              +61 (0) 448812128

Ruegg & Co                                            +44 (0) 20 7584 3663
(Financial Adviser to BDI Mining)
Brett Miller


1. KEY INFORMATION

Name of person dealing                   GEM DIAMONDS LIMITED

Company dealt in                         BDI MINING CORP

Class of relevant security to which      COMMON SHARES
the dealings being disclosed relate

Date of dealing                          16 MAY 2007



2. INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a) Interests and short positions (following dealing) in the class of relevant
security dealt in

                                 Long                      Short
                                            Number                   Number
                                               (%)                      (%)

(1) Relevant securities             450,000    0.4%

(2) Derivatives (other than options)

(3) Options and
agreements to purchase/sell

Total                               450,000    0.4%


(b) Interests and short positions in relevant securities of the company, other
than the class dealt in

Class of relevant security:       Long                     Short

                                        Number (%)               Number (%)

(1) Relevant securities


(2) Derivatives (other
    than options)


(3) Options and
    agreements to purchase/sell


    Total


(c) Rights to subscribe

Class of relevant security:            Details



3. DEALINGS


(a) Purchases and sales

Purchase/sale                 Number of securities            Price per unit

PURCHASE                                   450,000                       37p


(b) Derivatives transactions (other than options)

Product name,      Long/short          Number of              Price per unit
                                      securities
e.g. CFD


(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying

Product   Writing,    Number of     Exercise   Type, e.g.  Expiry    Option
name,     selling,    securities    price      American,   date      money
e.g.call  purchasing, to which                 European              paid/
option    varying     the option               etc.                  received
          etc.        relates                                        per unit

(ii) Exercising

Product name,           Number of securities       Exercise price per unit
e.g. call option


(d) Other dealings (including new securities)

Nature of transaction   Details                Price per unit 
                                               (if applicable)

4. OTHER INFORMATION

Agreements, arrangements or understandings relating to options or derivatives

Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of any
relevant securities under any option referred to on this form or relating
to the voting rights or future acquisition or disposal of any relevant
securities to which any derivative referred to on this form is referenced.
If none, this should be stated.


Is a Supplemental Form 8 attached?             NO



Date of disclosure                   17 May 2007

Contact name                         STEPHEN WETHERALL

Telephone number                     +27 82 418 8735


Strata Capital UK LLP, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Gem Diamonds and
no one else in connection with the Offer and this announcement and will not be
responsible to anyone other than Gem Diamonds for providing the protections
afforded to clients of Strata Capital UK LLP or for providing advice in
connection with the Offer or this announcement or any matter referred to herein.

JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Gem
Diamonds and no one else in connection with the Offer and this announcement and
will not be responsible to anyone other than Gem Diamonds for providing the
protections afforded to clients of JPMorgan Cazenove Limited or for providing
advice in connection with the Offer or this announcement or any matter referred
to herein.

Ruegg & Co Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for BDI Mining and no
one else in connection with the Offer and this announcement and will not be
responsible to anyone other than BDI Mining for providing the protections
afforded to clients of Ruegg & Co Limited or for providing advice in connection
with the Offer or this announcement or any matter referred to herein.

This announcement is for informational purposes only and does not constitute an
offer to sell or invitation to purchase any securities or the solicitation of
any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction
in contravention of applicable law. The Offer will be made solely by the Offer
Document and the Form of Acceptance accompanying the Offer Document, which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted.

The Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer is not capable of acceptance from or within a
Restricted Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or from
a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents relating
to the Offer (including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such jurisdictions as doing
so may invalidate any purported acceptance of the Offer. The availability of the
Offer to BDI Mining Shareholders who are not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements.

In accordance with normal UK market practice, Gem Diamonds or its nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, BDI Mining Shares outside the United States, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. Any
information about such purchases will be disclosed as required in the UK.



                      This information is provided by RNS
            The company news service from the London Stock Exchange

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