Star Diamond Announces Non-Brokered Private Placement Financing of up to C$2.0 Million
NEWS RELEASE December 15, 2023
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Star Diamond Announces Non-Brokered Private Placement Financing of up to
C$2.0 Million
December 15, 2023, Saskatoon, Saskatchewan, Canada: Star Diamond Corporation (TSX: DIAM) (“Star
Diamond” or the “Company”) announces a non-brokered private placement to raise gross proceeds of up
to C$2.0 million (the “Offering”).
The Offering will consist of any combination of (i) units of the Company (“ Units”) at a price of C$0.09 per
Unit; and (ii) "flow-through" units of the Company ("FT Units") at a price of C$0.11 per FT Unit, subject to
maximum aggregate gross proceeds of C$2.0 million. Each Unit shall consist of one common share of the
Company (which shall not be a “flow -through share”) and one common share purchase warrant (a
“Warrant”). Each FT Unit shall consist of one common share of the Company (a “FT Share”) and one
Warrant, each of which will qualify as a "flow -through share" for the purposes of the Income Tax Act
(Canada). Each Warrant will entitle the holder thereof to acquire one additional common share of the
Company (which shall not be a “flow -through share”) at an exercise price of C$0.14 for a period of 36
months from the date of issuance.
The Offering will be conducted in reliance upon available prospectus exemptions contained in National
Instrument 45-106 – Prospectus Exemptions, including the "accredited investor" and "family, friends and
business associates" exemptions.
Existing shareholders or other subscribers interested in participating in the Offering should contact Star
Diamond Corporation by email at [email protected] f or additional information.
Star Diamond intends to use the gross p roceeds from the sale of the FT Units for exploration activities in
Saskatchewan that will qualify as “Canadian Exploration Expenses” (within the meaning of the Income Tax
Act (Canada)). The net proceeds raised from the sale of the Units and the exercise of any Warrants will be
used for exploration activities on the Company’s project in Saskatchewan as well as for general working
capital purposes.
The Offering is expected to close in one or more tranches, the first of which will occur on or before
December 29, 2023 and involve the issuance of all FT Units issuable pursuant to the Offering. The
Company may close concurrent or subsequent tranches of Units pursuant to the Offering, on or prior to
February 2, 2024. The Offering is subject to the approval of the TSX. All securities issued in connection
with the Offering will be subject to a statutory hold period of four months plus one day from the closing
date of the Offering.
The Corporation anticipates that officers and directors of the Corporation (collectively, the “Insiders”) may
participate in the Offering, up to a maximum of 25% of the number of Units and/or FT Units to be sold
thereunder.
The Corporation may also pay finders fees and issue broker warrants to qualified registrants assisting in
the Offering, in amounts yet to be determined.
The offer and sale of the securities offered in the Offering has not been and will not be registered under
the US Securities Act of 1933, as amended, or any state securities laws, and such securities may not be
offered or sold in the United States absent registration or applicable exemption from such registration
requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy
securities in the United States or in any jurisdiction in which the offer, sale or solicitation would be unlawful.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The
securities have not been and will not be registered under the United Stat es Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within
the United States unless an exemption from such registration is available.
About Star Diamond Corporation
Star Diamond is a Canadian-based corporation engaged in the acquisition, exploration and development
of mineral properties. Shares of Star Diamond trade on the Toronto Stock Exchange under the trading
symbol “DIAM”. Star Diamond’s most significant asset is its interest in the Fort à la Corne property in
central Saskatchewan. These kimberlites are located in close proximity to established infrastructure,
including paved highways and the electrical power grid, which provide significant advantages for future
mine development.
For further information, please contact:
Phone: (306) 664-2202
Email: [email protected]
Website: www.stardiamondcorp.com
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This press release contains "forward -looking statements" and/or "forward-looking information"
(collectively, "forward-looking statements") within the meaning of applicable securities legislation. All
statements, other than statements of historical fact, ar e forward-looking statements. The use of any of
the words “anticipate”, “plan”, “aim”, “target”, “contemplate”, “continue”, “estimate”, “expect”,
“intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”,
“predict”, “forecast”, “pursue”, “potential”, “possible”, “capable” and similar expressions are intended to
identify "forward-looking statements. Forward -looking statements in this press release include, but are
not limited to, expectations regarding the complet ion of the Offering and the prospective nature of the
Company's property interests.
These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions
made by and information currently available to it and involve inherent risks and uncertainties, both
general and specific. Risks exist that forward-looking statements will not be achieved due to a number of
factors including, but not limited to, the receipt of applicable regulatory approvals, availability of
financing, the impact of changes in the laws and regulations regulating mining exploration, development,
closure, judicial or regulatory judgments and legal proceedings and the additional risks described in Star
Diamond's most recently filed Annual Information Form, and annual and interim MD&A.
Although management of Star Diamond considers the assumptions contained in forward -looking
statements to be reasonable based on information currently available to Star Diamond, those
assumptions may prove to be incorrect. When making decisions with respect to Star Diamond, investors
and others should not place undue reliance on these statements and should carefully consider the
foregoing factors and other uncertainties and potential events.
Star Diamond does not undertake any obligation to release publicly revisions to any forward-looking
statement to reflect events or circumstances after the date of this release, or to reflect the occurrence of
unanticipated events, except as may be required under applicable securities laws. Investors should not
assume that any lack of update to a previously issued forward -looking statement constitutes a
reaffirmation of that statement. Continued reliance on forward -looking statements is at investors’ own
risk.