FORM 6-K
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                        Report of Foreign Private Issuer
                        Pursuant to Rule 13a-16 or 15d-16
                     of the Securities Exchange Act of 1934

For December 2002


Commission File Number 0-25816
                       -------

                          ARCHANGEL DIAMOND CORPORATION
                          -----------------------------
                 (Translation of registrant's name into English)

                Suite 400, 65 Overlea Blvd., Toronto, ON M4H 1P1
                    (Address of principal executive offices)

Indicate by check mark whether the registrant  files or will file annual reports
under cover Form 20-F or Form 40-F.

                                        Form 20-F [X]   Form 40-F [ ]


Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the  registrant is submitting the Form 6-K in paper as
permitted by Regulation S-T Rule 101(b)(7): ____


Indicate by check mark whether by furnishing the  information  contained in this
Form,  the  registrant  is  also  thereby  furnishing  the  information  to  the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
                                        Yes  [ ]       No    [X]

If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ________

- --------------------------------------------------------------------------------

The following are included in this Form 6-K:

1. Press Release dated December 17, 2002
2. Form 53-901F, Material Change Report dated December 18, 2002
3. Early Warning Report dated December 19, 2002
4. Press Release dated December 20, 2002
5. Form 53-901F, Material Change Report dated December 30, 2002





                                   Signatures

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                          ARCHANGEL DIAMOND CORPORATION
                                                   (Registrant)

                                         By:    /s/ David Massola
                                            -----------------------------
                                                David Massola
                                                Chief Financial Officer




Date: December 31, 2002





ARCHANGEL                                       NEWS RELEASE
Diamond Corporation                             02-6
10920 W. Alameda Ave, Suite 205                 TSX Venture Exchange
Lakewood, Colorado 80226                        Symbol:  AAD
Tel:     303-292-1299                           42.2 million shares outstanding
Fax:     303-297-0538                           DECEMBER 17, 2002

- -------------------------------------------------------------------------------

                      ARCHANGEL ANNOUNCES PRIVATE PLACEMENT
                  WITH WHOLLY OWNED SUBSIDIARY OF DE BEERS S.A.

- -------------------------------------------------------------------------------

Denver,  Colorado - Archangel Diamond Corporation (TSXVEN - AAD) (herein,  "AAD"
or the "Company")  announces that it has arranged a private placement  financing
of C$3,000,000 which will result, together with certain related transactions, in
the lead subscriber,  Cencan,  S.A., a wholly owned subsidiary of De Beers S.A.,
owning  approximately  45.3  million  shares  (or  64%)  of  the  Company  on  a
post-transaction basis.

Pursuant to the terms of the proposed private placement,  Cencan S.A. has agreed
with the Company to subscribe for 28,000,000 Common shares,  representing 38% of
the total  issued  share  capital of AAD at a price of C$0.10 per share.  Cencan
will also  concurrently  acquire the 17.3 million  shares owned by Task Holdings
Limited.  The remaining  2,000,000  shares  allocated  for the proposed  private
placement  will be  placed  with  other  eligible  investors  identified  by the
Company.  All  securities  issued will be subject to a four month hold period in
accordance with  applicable  securities laws and the policies of the TSX Venture
Exchange.

The  Board of  Directors  of the  Company  have  unanimously  resolved  that the
proposed private  placement is in the best interests of the Company and that the
proposed  terms are reasonable in the  circumstances.  The long dispute over the
Company's  contractual right to, or proprietary interest in, the Verkhotina Area
and the Grib  diamond  deposit  located  in the  Arkhangel'sk  region  of Russia
together with market conditions, generally required the Directors of the Company
to act quickly to  replenish  the  working  capital of the Company and allow the
Company to continue  operations beyond the end of this year. It is expected that
the gross proceeds of the proposed private placement will continue to be used to
assert and  consolidate  the  Company's  right and  interest in the Grib diamond
deposit and general corporate purposes.

Timothy  Haddon,  the Company's  President  and CEO  commented,  "Following  the
disappointing  decision of the Denver  court  denying  jurisdiction  in our case
against  LUKoil  and  Arkhangelskgeoldobycha  ("AGD"),  and given our  financial
situation,  this  transaction  represents  an  exciting  new  beginning  for the
Company.  Having De Beers, the world's leading diamond producer,  as our largest
shareholder  bodes  well for the future of the  Company  and  hopefully  for the
resolution  of  our  title  problems  and  advancement  in  the  evaluation  and
development of the Verkhotina license."

On the closing of the proposed private placement, Timothy Haddon, Gary Davis and
Richard  Wake-Walker  will resign from the Board of  Directors  of the  Company.
Messrs.  Haddon and Davis will also resign their  respective  current offices of
the  Company  but will  continue to serve the  Company's  interests  pursuant to





consulting agreements with the Company. Cencan S.A. intends to nominate Mr. Gary
Ralfe, Managing Director of De Beers, as Chairman of the Company, Mr. Ray Clark,
Head of De Beers'  representative  office in Moscow, as Chief Executive Officer,
and Mr. David Massola,  Chief Financial Officer of De Beers Canada  Corporation,
as Chief Financial Officer. Cencan S.A. will also nominate Mr. Michael Farmiloe,
Executive Director of De Beers Centenary AG, and Mr. Robert Shiriff,  Counsel to
Fasken Martineau  DuMoulin LLP, as non-executive  directors of the Company.  Mr.
Lamont Gordon and Mr. Clive Hartz will remain as non-executive  directors of the
Company. In addition, the Company will move its corporate offices to Toronto.

The TSX Venture Exchange has provided the Company,  in the  circumstances,  with
relief from the  requirement  to obtain  shareholder  approval for the change of
control and change of management associated with the private placement. However,
completion of the proposed private  placement is subject to further  negotiation
and  execution  of  definitive  agreements,  conditional  acceptance  by the TSX
Venture  Exchange  and  compliance  with all  applicable  legal  and  regulatory
requirements. The anticipated closing date is December 19, 2002.

On November  22nd,  the Denver  District  Court denied the Company's  request to
reconsider its motion to dismiss the case for lack of jurisdiction.  On November
27th,  the  Company  filed an appeal  with the Court of  Appeals in the State of
Colorado  requesting the court to reverse the trial courts Order  dismissing the
Company's case against LUKoil and AGD.

Archangel Diamond  Corporation is an international  diamond  exploration Company
that holds the right to earn a 40%  interest in all  profits  from the mining of
diamonds  from  the  400  square  kilometer  Verkhotina  Area in the  Oblast  of
Arkhangel'sk in northwestern  Russia.  The Corporation also currently owns a 40%
interest  in Almazny  Bereg  ("AB"),  a Russian  international  open joint stock
Company involved in the exploration of the Verkhotina Area.

De  Beers  Consolidated  Mines  Ltd.  stated  in a  technical  assessment  study
commissioned by Archangel Diamond  Corporation and based on all exploration work
completed through November 3, 1999, that the Grib Pipe has an estimated resource
of  approximately  98 million  tonnes of  kimberlite  to a depth of 500  meters,
containing  some 67 million  carats of  recoverable +1 mm diamonds at an average
mining grade of 69 carats per hundred tonnes and an average life-of-mine revenue
value of US$79 per carat.  The Grib Pipe was discovered in the spring of 1996 as
part of the joint exploration program of the Corporation and AGD.

For further  information  please contact the  Corporation at  303-292-1299,  fax
303-297-0538,  or by  e-mail at  archangeldiamond@worldnet.att.net  or visit the
Corporation's web site at www.archangeldiamond.com.






                                  FORM 53-901F

                        SECURITIES ACT (BRITISH COLUMBIA)

               MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE
             SECURITIES ACT AND SECTION 151 OF THE SECURITIES RULES
             ------------------------------------------------------

1.   Reporting Issuer

     Archangel Diamond Corporation
     Suite 205, 10920 W. Alameda Avenue
     Lakewood, Colorado 80226

     (the "Corporation")

2.   Date of Material Change

     December 17, 2002

3.   Press Release

     Date of Issuance: December 17, 2002

     Place of Issuance:        Denver, CO

4.   Summary of Material Change

     The  Corporation  announced  that  it  has  arranged  a  private  placement
     financing of C$3,000,000  which will result,  together with certain related
     transactions,  in  the  lead  subscriber,  Cencan,  S.A.,  a  wholly  owned
     subsidiary of De Beers S.A., owning  approximately  45.3 million shares (or
     64%) of the Corporation on a post-transaction  basis. On the closing of the
     proposed  private  placement,   Timothy  Haddon,  Gary  Davis  and  Richard
     Wake-Walker will resign from the Board of Directors of the Company.

     Also, on November 22nd, the Denver District Court denied the  Corporation's
     request  to  reconsider  its  motion  to  dismiss  the  case  for  lack  of
     jurisdiction.  On November 27th, the  Corporation  filed an appeal with the
     Court of Appeals in the State of Colorado  requesting  the court to reverse
     the trial courts Order dismissing the Corporation's case against LUKoil and
     AGD.


5.   Full Description of Material Change

     Cencan S.A. has agreed with the  Corporation  to subscribe  for  28,000,000
     Common  shares,  representing  38% of the total  issued  share  capital  of
     Corporation  at a  price  of  C$0.10  per  share.  Cencan  S.A.  will  also
     concurrently  acquire the 17.3 million shares of the  Corporation  owned by
     Task Holdings  Limited.  The remaining  2,000,000  shares allocated for the
     proposed  private  placement will be placed with other  eligible  investors
     identified by the Corporation.  All securities  issued will be subject to a
     four month hold period in accordance  with  applicable  securities laws and
     the policies of the TSX Venture Exchange.

     It is expected that the gross  proceeds of the proposed  private  placement
     will continue to be used to assert and consolidate the Corporation's  right
     and interest in the Grib diamond deposit and general corporate purposes.





     On the closing of the proposed  private  placement,  Timothy  Haddon,  Gary
     Davis and Richard  Wake-Walker  will resign from the Board of  Directors of
     the Corporation. Messrs. Haddon and Davis will also resign their respective
     current  offices  of  the  Corporation  but  will  continue  to  serve  the
     Corporation's   interests  pursuant  to  consulting   agreements  with  the
     Corporation.  Cencan  S.A.  intends to nominate  Mr.  Gary Ralfe,  Managing
     Director of De Beers, as Chairman of the Corporation,  Mr. Ray Clark,  Head
     of De Beers'  representative  office in Moscow, as Chief Executive Officer,
     and  Mr.  David  Massola,  Chief  Financial  Officer  of  De  Beers  Canada
     Corporation, as Chief Financial Officer. Cencan S.A. will also nominate Mr.
     Michael  Farmiloe,  Executive  Director of De Beers  Centenary  AG, and Mr.
     Robert Shiriff,  Counsel to Fasken Martineau DuMoulin LLP, as non-executive
     directors of the  Corporation.  Mr.  Lamont Gordon and Mr. Clive Hartz will
     remain  as  non-executive  directors  of  the  Company.  In  addition,  the
     Corporation will move its corporate offices to Toronto.

     (Also see attached News Release.)

6.   Reliance on Section 85(2) of the Act

     Not Applicable

7.   Omitted Information

     Nil.

8.   Senior Officer

     Contact: Gary E. Davis
     Chief Financial Officer and Corporate Secretary
     Telephone:       1-303-292-1299

9.   Statement of Senior Officer

     The foregoing accurately discloses the material change referred to herein.

DATED at Denver, Colorado, this 17th day of December, 2002

ARCHANGEL DIAMOND CORPORATION

/s/ Gary E. Davis

Gary E. Davis, Chief Financial Officer






ARCHANGEL                                      NEWS RELEASE
Diamond Corporation                            02-6
10920 W. Alameda Ave, Suite 205                TSX Venture Exchange
Lakewood, Colorado 80226                       Symbol:  AAD
Tel:     303-292-1299                          42.2 million shares outstanding
Fax:     303-297-0538                          DECEMBER 17, 2002

- --------------------------------------------------------------------------------

                      ARCHANGEL ANNOUNCES PRIVATE PLACEMENT
                  WITH WHOLLY OWNED SUBSIDIARY OF DE BEERS S.A.

- --------------------------------------------------------------------------------

Denver,  Colorado - Archangel Diamond Corporation (TSXVEN - AAD) (herein,  "AAD"
or the "Company")  announces that it has arranged a private placement  financing
of C$3,000,000 which will result, together with certain related transactions, in
the lead subscriber,  Cencan,  S.A., a wholly owned subsidiary of De Beers S.A.,
owning  approximately  45.3  million  shares  (or  64%)  of  the  Company  on  a
post-transaction basis.

Pursuant to the terms of the proposed private placement,  Cencan S.A. has agreed
with the Company to subscribe for 28,000,000 Common shares,  representing 38% of
the total  issued  share  capital of AAD at a price of C$0.10 per share.  Cencan
will also  concurrently  acquire the 17.3 million  shares owned by Task Holdings
Limited.  The remaining  2,000,000  shares  allocated  for the proposed  private
placement  will be  placed  with  other  eligible  investors  identified  by the
Company.  All  securities  issued will be subject to a four month hold period in
accordance with  applicable  securities laws and the policies of the TSX Venture
Exchange.

The  Board of  Directors  of the  Company  have  unanimously  resolved  that the
proposed private  placement is in the best interests of the Company and that the
proposed  terms are reasonable in the  circumstances.  The long dispute over the
Company's  contractual right to, or proprietary interest in, the Verkhotina Area
and the Grib  diamond  deposit  located  in the  Arkhangel'sk  region  of Russia
together with market conditions, generally required the Directors of the Company
to act quickly to  replenish  the  working  capital of the Company and allow the
Company to continue  operations beyond the end of this year. It is expected that
the gross proceeds of the proposed private placement will continue to be used to
assert and  consolidate  the  Company's  right and  interest in the Grib diamond
deposit and general corporate purposes.

Timothy  Haddon,  the Company's  President  and CEO  commented,  "Following  the
disappointing  decision of the Denver  court  denying  jurisdiction  in our case
against  LUKoil  and  Arkhangelskgeoldobycha  ("AGD"),  and given our  financial
situation,  this  transaction  represents  an  exciting  new  beginning  for the
Company.  Having De Beers, the world's leading diamond producer,  as our largest
shareholder  bodes  well for the future of the  Company  and  hopefully  for the
resolution  of  our  title  problems  and  advancement  in  the  evaluation  and
development of the Verkhotina license."

On the closing of the proposed private placement, Timothy Haddon, Gary Davis and
Richard  Wake-Walker  will resign from the Board of  Directors  of the  Company.
Messrs.  Haddon and Davis will also resign their  respective  current offices of
the  Company  but will  continue to serve the  Company's  interests  pursuant to
consulting agreements with the Company. Cencan S.A. intends to nominate Mr. Gary
Ralfe, Managing Director of De Beers, as Chairman of the Company, Mr. Ray Clark,
Head of De Beers'  representative  office in Moscow, as Chief Executive Officer,
and Mr. David Massola,  Chief Financial Officer of De Beers Canada  Corporation,
as Chief Financial Officer. Cencan S.A. will also nominate Mr. Michael Farmiloe,
Executive Director of De Beers Centenary AG, and Mr. Robert Shiriff,  Counsel to
Fasken Martineau  DuMoulin LLP, as non-executive  directors of the Company.  Mr.
Lamont Gordon and Mr. Clive Hartz will remain as non-executive  directors of the
Company. In addition, the Company will move its corporate offices to Toronto.

The TSX Venture Exchange has provided the Company,  in the  circumstances,  with
relief from the  requirement  to obtain  shareholder  approval for the change of
control and change of management associated with the private placement. However,
completion of the proposed private  placement is subject to further  negotiation
and  execution  of  definitive  agreements,  conditional  acceptance  by the TSX
Venture  Exchange  and  compliance  with all  applicable  legal  and  regulatory
requirements. The anticipated closing date is December 19, 2002.

On November  22nd,  the Denver  District  Court denied the Company's  request to
reconsider its motion to dismiss the case for lack of jurisdiction.  On November
27th,  the  Company  filed an appeal  with the Court of  Appeals in the State of
Colorado  requesting the court to reverse the trial courts Order  dismissing the
Company's case against LUKoil and AGD.

Archangel Diamond  Corporation is an international  diamond  exploration Company
that holds the right to earn a 40%  interest in all  profits  from the mining of
diamonds  from  the  400  square  kilometer  Verkhotina  Area in the  Oblast  of
Arkhangel'sk in northwestern  Russia.  The Corporation also currently owns a 40%
interest  in Almazny  Bereg  ("AB"),  a Russian  international  open joint stock
Company involved in the exploration of the Verkhotina Area.

De  Beers  Consolidated  Mines  Ltd.  stated  in a  technical  assessment  study
commissioned by Archangel Diamond  Corporation and based on all exploration work
completed through November 3, 1999, that the Grib Pipe has an estimated resource
of  approximately  98 million  tonnes of  kimberlite  to a depth of 500  meters,
containing  some 67 million  carats of  recoverable +1 mm diamonds at an average
mining grade of 69 carats per hundred tonnes and an average life-of-mine revenue
value of US$79 per carat.  The Grib Pipe was discovered in the spring of 1996 as
part of the joint exploration program of the Corporation and AGD.

For further  information  please contact the  Corporation at  303-292-1299,  fax
303-297-0538,  or by  e-mail at  archangeldiamond@worldnet.att.net  or visit the
Corporation's web site at www.archangeldiamond.com.

                   On behalf of Archangel Diamond Corporation
                               "Timothy J. Haddon"
                                CEO and President

 The TSX Venture Exchange has neither approved nor disapproved the contents of
                               this news release.





                          ARCHANGEL DIAMOND CORPORATION

                              EARLY WARNING REPORT

                        This report is made pursuant to:

                           National Instrument 62-103
                   Section 101 of the Securities Act (Ontario)
              Section III of the Securities Act (British Columbia)
                   Section 141 of the Securities Act (Alberta
                   Section 92 of the Securities Act (Manitoba)

1.       The name and address of the Offeror

         Cencan S.A. ("Cencan")

2.       The  designation  and number or principal  amount of securities and the
         offeror's  securityholding  percentage  in the class of  securities  of
         which the offeror  acquired  ownership or control in the transaction or
         occurrence giving rise to the obligation to file the news release,  and
         whether  it was  ownership  or  control  that  was  acquired  in  those
         circumstances

         On December 19, 2002, Cencan, a wholly owned subsidiary of DeBeers S.A.
         subscribed (the "Subscription") for 28 million common shares ("Shares")
         of Archangel Diamond Corporation ("ADC").

         In addition,  Cencan  purchased  17.3  million  Shares of ADC from Task
         Holdings Limited (the "Task Purchase").

3.       The  designation  and number or principal  amount of securities and the
         offeror's  securityhholding  percentage  in  the  class  of  securities
         immediately   after  the  transaction  or  occurrence  giving  rise  to
         obligation to file a press release.

         Following these transactions,  Cencan holds 45.3 million Shares of ADC,
         which is approximately 64% of the issued and outstanding Shares of ADC.

4.       The  designation  and number or principal  amount of securities and the
         percentage  of  outstanding  securities  of  the  class  of  securities
         referred to in part 4 over which:

          a)   The offeror,  either alone or together with any joint actors, has
               ownership and control:

          45.3 million Shares, representing approximately 64% of the outstanding
          Shares of ADC.



          b)   The offeror,  either alone or together with any joint actors, has
               ownership but control is held by other persons or companies other
               than the offeror or any joint actor, and:

              Not applicable.

          c)   The offeror,  either along or together with any joint actors, has
               exclusive or share control by does not have ownership.

              Not applicable.

5.       The name of the market in which the transaction or occurrence took
         place.

         The  Subscription  was made by private  placement and the Task Purchase
         was made as an exempt take-over bid.

6.       The  purpose  of the  offeror  and any joint  actors in  effecting  the
         transaction or occurrence that gave rise to the news release, including
         any  future  intention  to  acquire  ownership  of,  or  control  over,
         additional securities of the reporting issuer.

         The  transactions  to  acquire  ADC  Shares  were  made for  investment
         purposes.  These investments will be reviewed on a continuing basis and
         such holdings may be increased or decreased in the future.

7.       The general nature and the materials terms of any agreement, other than
         lending  arrangements,  with  respect to  securities  of the  reporting
         issuer entered into by the offeror,  or any joint actor, and the issuer
         of  the  securities  or  any  other  entity  in  connection   with  the
         transaction  or occurrence  giving rise to the news release,  including
         agreements  with respect to the  acquisition,  holding,  disposition or
         voting of any of the securities.

         Not applicable.

8.       The names of any joint actors in connection with the disclosure
         required by the Form.

         Not applicable.

9.       In the case of a transaction of occurrence that did not take place on a
         stock exchange or other market that  represents a published  market for
         the  securities,  including an issuance from  treasury,  the nature and
         value of the consideration paid by the offeror.

         Cencan  paid  $0.10 per Share  under the  Subscription,  and $0.08 per
         Share under the Task Purchase.





10.      If applicable, a description of any change in any material fact set out
         in a previous report by the entity under the early warning requirements
         or Part 4 in respect of the reporting issuer's securities.

         Not applicable.

                  DATED this 19th day of December, 2002.







                                "Michael Farmiloe"
                                -----------------------------------
                                Name:      Michael Farmiloe
                                Title:     Director




Archangel Diamond Corporation
Suite 400, 65 Overlea Blvd.
Toronto, ON  M4H 1P1


Archangel Diamond Corporation announces successful private placement

08:03 EST Friday, December 20, 2002

TSX Venture Exchange

Symbol: AAD

72.2 million shares outstanding


TORONTO,  Dec. 20 /CNW/ - Archangel Diamond Corporation (TSX-VEN - AAD) (herein,
"AAD" or "Company") today announced that it has successfully  arranged a private
placement financing of C$ 3,000,000 through issuance of an additional 30 million
common shares at C$ 0.10 per share.

Cencan  S.A.,  a wholly  owned  subsidiary  of De Beers S.A.,  has  purchased 28
million of such  shares.  The  balance  has been  purchased  by other  investors
identified by the Company.

In addition,  Cencan S.A has purchased 17.3 million common shares of the Company
from Task Holdings Limited.

The result is that Cencan  S.A.'s  total  investment  in the Company  represents
approximately 64% of the total issued share capital.

Mr. Gary Ralfe has been appointed as Chairman and a Director,  Mr. Ray Clarke as
President,  Chief Executive  Officer and Director and Mr. David Massola as Chief
Financial  Officer and Secretary of the Company.  Mr.  Michael  Farmiloe and Mr.
Robert Shirriff have been appointed as  non-executive  directors of the company.
Mr Lamont  Gordon and Mr Clive Hartz remain as non-  executive  directors of the
company.

The  Company's  corporate  offices are  located in Toronto at the address  shown
above.

On behalf of Archangel Diamond Corporation

David W. Massola

CFO and Secretary

The TSX Venture  Exchange has neither  approved nor  disapproved the contents of
this news release.

For  further   information:   please   contact  Linda   Dorrington,   Manager  -
Communications,  Archangel  Diamond  Corporation  at  (416)  804-5801  or  (905)
849-0619, fax (416) 429-2462.





                                  FORM 53-901F

                        SECURITIES ACT (BRITISH COLUMBIA)

                MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE
             SECURITIES ACT AND SECTION 151 OF THE SECURITIES RULES
             ------------------------------------------------------

1.   Reporting Issuer

     Archangel Diamond Corporation
     Suite 205, 10920 W. Alameda Avenue
     Lakewood, Colorado 80226

     (the "Corporation")

2.   Date of Material Change

     December 20, 2002

3.   Press Release

     Date of Issuance: December 20, 2002

     Place of Issuance:        Toronto, ON

4.   Summary of Material Change

     The Corporation  announced that the previously  announced private placement
     financing of C$3,000,000 of 30,000,000 common shares at $0.10 per share has
     closed. which will result,  together with certain related transactions,  in
     the lead  subscriber,  Cencan,  S.A., a wholly owned subsidiary of De Beers
     S.A., owning  approximately 45.3 million shares (or 64%) of the Corporation
     on a  post-transaction  basis. Upon closing the proposed private placement,
     Timothy Haddon, Gary Davis and Richard Wake-Walker  resigned from the Board
     of Directors of the Company,  new directors and officers were appointed and
     the Corporation's head office moved to Toronto.

5.   Full Description of Material Change

     Cencan S.A.  subscribed for 28,000,000  Common shares,  representing 38% of
     the total  issued  share  capital of  Corporation  at a price of C$0.10 per
     share.  Cencan S.A. also  concurrently  acquired the 17.3 million shares of
     the Corporation  owned by Task Holdings  Limited.  The remaining  2,000,000
     shares allocated for the proposed  private  placement has been purchased by
     other investors identified by the Corporation.

     Messrs.  Timothy Haddon,  Gary Davis and Richard  Wake-Walker have resigned
     from the Board of Directors  of the  Corporation.  Messrs.  Haddon and will
     continue  to serve  the  Corporation's  interests  pursuant  to  consulting
     agreements  with the  Corporation.  Mr.  Gary  Ralfe,  has  been  appointed
     Chairman and a director; Mr. Ray Clark has been appointed President,  Chief
     Executive Officer and director;  Mr. David Massola has been appointed Chief
     Financial  Officer  and  director;  Messrs.  Michael  Farmiloe  and  Robert
     Shiriffhave  been appointed as  non-executive  directors of the Corporation
     and Messrs. Lamont Gordon and Clive Hartz remain as non-executive directors
     of the  Company.  In  addition,  the  Corporation's  corporate  offices are
     located at Suite 400, 65 Overlea Blvd., Toronto, ON M4H 1P1.

     (Also see attached News Release.)

6.   Reliance on Section 85(2) of the Act

     Not Applicable

7.   Omitted Information

     Nil.

8.   Senior Officer

     Contact: David Massola
     Chief Financial Officer and Corporate Secretary
     Telephone:       1-416- 645-1710, Extension 408

9.   Statement of Senior Officer

     The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 30th day of December, 2002

ARCHANGEL DIAMOND CORPORATION

/s/ David Massola

David Massola, Chief Financial Officer







Archangel Diamond Corporation
Suite 400, 65 Overlea Blvd.
Toronto, ON  M4H 1P1


Archangel Diamond Corporation announces successful private placement

08:03 EST Friday, December 20, 2002

TSX Venture Exchange

Symbol: AAD

72.2 million shares outstanding


TORONTO,  Dec. 20 /CNW/ - Archangel Diamond Corporation (TSX-VEN - AAD) (herein,
"AAD" or "Company") today announced that it has successfully  arranged a private
placement financing of C$ 3,000,000 through issuance of an additional 30 million
common shares at C$ 0.10 per share.

Cencan  S.A.,  a wholly  owned  subsidiary  of De Beers S.A.,  has  purchased 28
million of such  shares.  The  balance  has been  purchased  by other  investors
identified by the Company.

In addition,  Cencan S.A has purchased 17.3 million common shares of the Company
from Task Holdings Limited.

The result is that Cencan  S.A.'s  total  investment  in the Company  represents
approximately 64% of the total issued share capital.

Mr. Gary Ralfe has been appointed as Chairman and a Director,  Mr. Ray Clarke as
President,  Chief Executive  Officer and Director and Mr. David Massola as Chief
Financial  Officer and Secretary of the Company.  Mr.  Michael  Farmiloe and Mr.
Robert Shirriff have been appointed as  non-executive  directors of the company.
Mr Lamont  Gordon and Mr Clive Hartz remain as non-  executive  directors of the
company.

The  Company's  corporate  offices are  located in Toronto at the address  shown
above.

On behalf of Archangel Diamond Corporation

David W. Massola

CFO and Secretary

The TSX Venture  Exchange has neither  approved nor  disapproved the contents of
this news release.

For  further   information:   please   contact  Linda   Dorrington,   Manager  -
Communications,  Archangel  Diamond  Corporation  at  (416)  804-5801  or  (905)
849-0619, fax (416) 429-2462.