STAR Diamond Corporation Announces Date of Special Meeting of Shareholders and Conversion of Promissory Notes

NEWS RELEASE June 9, 2025

TSX: DIAM Saskatoon, Saskatchewan

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES

STAR DIAMOND CORPORATION ANNOUNCES DATE OF SPECIAL MEETING OF

SHAREHOLDERS AND CONVERSION OF PROMISSORY NOTES

June 9, 2025, Saskatoon, Saskatchewan, Canada – Star Diamond Corporation (the “Company”) (TSX:

DIAM) is pleased to announce that, further to the Company’s press release issued on May 16, 2025, a special

meeting of the Company ’s shareholders will be held on July 29, 2025 (the “Meeting”). Only persons

registered as holders of common shares of the Company (“Common Shares”) as of the close of business on

June 13, 2025 are entitled to receive notice of and to vote at the Meeting.

The Meeting is being held in connection with the previously announced proposed private placement of

units of the Company to Spirit Resources s.a.r.l. ( “Spirit”) for gross proceeds of Cdn. $4,000,000 (the

“Private Placement”).

At the Meeting, holders of Common Shares will be asked to, among other things, approve : (i) the waiver

of the application of the Company’s Amended and Restated Shareholder Rights plan dated May 30, 2023

(the “Shareholder Rights Plan”) to the Private Placement and the termination of the Shareholder Rights

Plan; (ii) the issuance of Common Shares and Common Share purchase w arrants on the terms of the

Private Placement, including the Private Placement materially affecting control of the Company; (iii) the

election of two individuals nominated by Spirit to the board of directors of the Company in connection

with the completion of the Private Placement ; and (iv) any such other matters as may be agreed by the

Company and Spirit.

The Company also announces that it has issued an aggregate of 3,399,817 C ommon Shares (the

“Conversion Shares”) at a price of $0.045 per Conversion Share upon the voluntary conversion of existing

convertible promissory notes of the Company issued on February 27, 2025 (the “Promissory Notes”). The

issuance is in full satisfaction of principal and interest in the aggregate amount of Cdn . $152,991.78 due

under the Promissory Notes . The Conversion Shares are subject to a statutory hold period expiring on

June 28, 2025. Unless voluntarily converted prior to the completion of the Private Placement, the

completion of the Private Placement would trigger the automatic conversion of the balance of the

principal and interest then due under the Promissory Notes in accordance with the terms of the

Promissory Notes.

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 r egistration 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 qualifi cation 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, 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

The Company is a Canadian-based corporation engaged in the acquisition, exploration and development

of mineral properties. Shares of the Company trade on the Toronto Stock Exchange under the trading

symbol “DIAM”. The Company’s most significant asset is its interest in the Fort à la Corne property in

central Saskatchewan. These diamondiferous 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:

Star Diamond Corporation

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, are 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 Private Placement, including with respect to

obtaining shareholder and regulatory approvals in connection therewith, and the resulting automatic

conversion of the Promissory Notes.

These forward-looking statements are based on the Company ’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 shareholder and 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 the Company’s most recently filed Annual Information Form, and annual and interim MD&A.

Although management of the Company considers the assumptions contained in forward -looking

statements to be reasonable based on information currently available to the Company, those assumptions

may prove to be incorrect. When making decisions with respect t o the Company, investors and others

should not place undue reliance on these statements and should carefully consider the foregoing factors

and other uncertainties and potential events.

The Company 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.