Star Diamond Closes Second and Final Tranche of Private Placement
NEWS RELEASE January 26, 2024
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Star Diamond Closes Second and Final Tranche of Private Placement
January 26 , 2024 , Saskatoon, Saskatchewan, Canada: Star Diamond Corporation (TSX: DIAM) (“Star
Diamond” or the “Company”) announces that it has closed the second and final tranche of the previously
announced non-brokered private placement (the “Offering”) for gross proceeds of C$785,901. The total
proceeds raised in the Offering was C$1,110,041.
Pursuant to the closing of the second tranche of the Offering, the Company issued : i) 8,548,905 units of
the Company (“Units”) at a price of C$0. 09 per Unit for gross proceeds of C$ 769,401, with each Unit
consisting of one common share of the Company (which is not a “flow -through share”) and one share
purchase warrant (a "Warrant") ; and ii) 150,000 "flow-through" units ("FT Units") at price of C$0.11 per
FT Unit for gross proceeds C$16,500, with each FT Unit consisting of one common share of the Company
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
gross proceeds raised from the sale of the FT Units 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 net proceeds raised from the sale of the Units will be used for exploration
activities as well as for general working capital purposes.
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
second tranche of the Offering are subject to a hold period expiring May 27, 2024.
Related Party Transaction
In connection with the Offering, Mr. Ewan Mason (CEO of the Company), Mr. Larry Phillips (Director) and
Ms. Lisa Riley (Director) have purchased a total of 500,000 Units and 150,000 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’ participation 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 fees of C$4,536 and issued 20,100 finder’s
warrants, each of which entitles the holder thereof to purchase one common share at a price of C$0. 09
per share at any time prior to January 26, 2027.
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 kimberl ites 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 receipt of final approvals for 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 forw ard-looking statements is at investors’ own
risk.