Star Diamond Closes First Tranche of Private Placement
NEWS RELEASE December 29, 2023
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Star Diamond Closes First Tranche of Private Placement
December 29, 2023, Saskatoon, Saskatchewan, Canada: Star Diamond Corporation (TSX: DIAM) (“Star
Diamond” or the “Company”) announces that it has closed the first tranche of the previously announced
non-brokered private placement (the “Offering”) for gross proceeds of C$ 324,140. These proceeds are
from the issuance of 2023 “flow-through” units of the Company (“ FT Units”), which are required to be
issued prior to December 31, 2023 to ensure investors qualify for the associated 2023 tax deductions and
Mineral Exploration Tax Credits.
The Company intends to close the final tranche of the Offering on or about January 26 , 2024, for up to
the remaining balance of the private placement.
Pursuant to the closing of the first tranche of the Offering, the Company issued 2,946,728 FT Units at a
price of C$0.11 per FT Unit for gross proceeds of C$324,140, with each FT Unit consisting of one common
share of the Company (a “FT Share”) and one share purchase warrant (a "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$0.14 for a period of 36 months from the date of issuance.
The gross proceeds raised from the sale of the FT Shares will be used for exploration activities in
Saskatchewan on the Company ’s Fort à la Corne property, including the Star -Orion South Diamond
Project. These expenditures will qualify as “Canadian Exploration Expenses” (within the meaning of the
Income Tax Act (Canada).
The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary
approvals, including the final approval of the TSX. All securities issued and issuable pursuant to the first
tranche of the Offering are subject to a hold period expiring April 30, 2024.
Related Party Transaction
In connection with the Offering, Mr. Richard Johnson, the CFO of the Company, has purchased a total of
225,000 FT Units. Insiders’ participation in the Offering constitutes a "related party transaction" pursuant
to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The Company is relying on an exemption from the formal valuation and minority shareholder
requirements of MI 61 -101 on the basis that the fair market value of the insiders’ participatio n in the
Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance
with MI 61-101.
In connection with the Offering, the Company paid cash finder fee s of C$ 17,830 and issued 159,090
finder’s warrants, each of which entitles the holder thereof to purchase one unit at a price of C$0.11 per
unit at any time prior to December 29, 2026, with each unit consisting of one common share and one
Warrant.
The Offering consist s of any combination of (i) units of the Company (“ Units”) at a price of C$0.09 per
Unit; and (ii) 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 Warrant. Each FT Unit shall consist of one FT Share and one Warrant, each of
which will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada).
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.
The Company advises that if you are an existing shareholder or other subscriber interested in
participating in the Offering at a minimum subscription amount of $10,000, please contact Star
Diamond Corporation by email at [email protected] to discuss exemptions
available for you under existing securities law.
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 States 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 completion 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.