STAR Diamond Corporation Announces Financing with Spirit Resources S.a.r.l.
NEWS RELEASE April 29, 2026
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
STAR DIAMOND CORPORATION ANNOUNCES FINANCING WITH SPIRIT RESOURCES
s.a.r.l.
April 29, 2026, Saskatoon, Saskatchewan, Canada – Star Diamond Corporation (the “ Company”) (TSX:
DIAM) is pleased to announce that it has entered into a convertible loan agreement (the “ Loan
Agreement”) with Spirit Resources s.a.r.l. (“ Spirit”) to provide funding to the Company by way of a n
unsecured loan in the principal amount of C$500,000 (the “Loan”). The proceeds of the Loan will be used
for working capital and general corporate purposes.
The Loan bears interest at a rate of 12% per annum and matures one year after the drawdown date of April 28,
2026 (the “Drawdown Date”), or such other date mutually agreed between the Company and Spirit (the
“Maturity Date”). The Loan, together with accrued and unpaid interest thereon (the “Total Obligations”) are
generally repayable at any time by the Company without penalty. If the Company has not repaid the Total
Obligations before the closing of a sale of common shares in the capital of the Company (“Common Shares”), or
units including Common Shares, in a single or series of transactions of no less than C$1,000,000 (a “Qualified
Financing”) prior to the Maturity Date, the Total Obligations will be converted into the securities of the Company
issued pursuant to the Qualified Financing (“Qualified Financing Securities”) upon closing of the Qualified
Financing (the “Conversion”), unless otherwise agreed between the Company and Spirit. The deemed price per
Qualified Financing Security issuable upon Conversion will be the lowest price per Qualified Financing Security
issued in the Qualified Financing, subject to customary adjustment provisions (the “Conversion Price”). The
Conversion is conditional upon receipt of the approval of the Toronto Stock Exchange.
Spirit is a Luxembourg -based private investment corporation that is ultimately owned and controlled by
Jean-Raymond Boulle. Immediately prior to the execution of the Loan Agreement, Spirit beneficially owned
and controlled 194,455,143 Common Shares and 133,333,333 warrants to purchase Common Shares
(“Warrants”), representing approximately 25.13% of the issued and outstanding Common Shares on a
non-diluted basis and 36.13% on a partially-diluted basis, assuming the exercise of the Warrants.
As the Loan is convertible on the basis of the Conversion Price at the time of the Conversion, the actual number
and type of Qualified Financing Securities issuable upon Conversion is not yet known. However, assuming the
completion of a Qualified Financing of Common Shares at the Company’s Common Share price of $0.035 per
Common Share for aggregate gross proceeds of C$1,000,000, and Conversion of Total Obligations in the
aggregate amount of C$500,000, Spirit will beneficially own and control an aggregate of 208,740,857 Common
Shares and 133,333,333 Warrants, representing approximately 25.56% of the then issued and outstanding
Common Shares on a non-diluted basis and 36.00% on a partially-diluted basis, assuming the exercise of the
Warrants. The Conversion, on the assumptions described above, would result in an increase of Spirit’s holdings
of Common Shares by approximately 1.71% on a non-diluted basis and a decrease of Spirit’s holdings of
Common Shares by approximately 0.13% on a partially-diluted basis, assuming the exercise of the Warrants.
The Loan constitutes a related party transaction within the meaning of Multilateral Instrument 61 -101 –
Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company may issue
Qualified Financing Securities to Spirit upon the Conversion. The Company is relying on the exemptions
from the valuation and minority shareholder approval requirements of MI 61 -101 contained in sections
5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the Loan, including the Qualified
Financing Securities issued upon Conversion, will not exceed 25% of the Company's market capitalization.
The Company did not file a material change report in respect of the related party transaction at least 21
days before the closing of the transactions contemplated by the Loan Agreement, which the Company
deems reasonable in the circumstances in order to complete the transactions contemplated by the Loan
Agreement in an expeditious manner.
This early warning news release is issued under the early warning provisions of Canadian securities
legislation, including National Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument
62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Spirit provided the Loan for investment purposes. Depending on market conditions and other factors,
Spirit may from time to time acquire and/or dispose of securities of the Company or continue to hold its
current position. A copy of the early warning report required to be filed with the applicable Canadian
Securities commissions in connection with the Loan will be available under the Company’s SEDAR+ profile
at www.sedarplus.ca. Alternatively, to obtain a copy of the early warning report to be filed by Spirit in
connection with this press release, please contact: Michael Oke at +44 07834 368299. Spirit’s address is
63 rue de Rollingergrund, 2440 Luxembourg.
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 pr ovide significant
advantages for future mine development.
The Company’s address is Suite 702, 224 4th Avenue S., Saskatoon, Saskatchewan, S7K 5M5.
For further information, please contact:
Star Diamond Corporation
Phone: (306) 664-2202
Email: [email protected]
Website: www.stardiamondcorp.com
Spirit Resources s.a.r.l.
Michael Oke +44 7834368299
Andy Mills +44 7841 748 911
Email: [email protected] Website:
jeanboullegroup.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 “assume”, “expect”, “intend”, “may”, “will”, “would” and similar expressions are intended to
identify forward-looking statements. Forward-looking statements in this press release include, but are not
limited to: the use of the proceeds of the Loan; the completion of a Qualified Financing, including securities
offered thereunder and the price thereof; Spirit’s shareholdings in the Company, including its intentions
with respect thereto and any changes thereto upon the Conversion ; the fair market val ue of the Lo an,
including the Qualified Financing Securities issued upon the Conversion; and statements with respect to
Spirit’s early warning report, including the availability thereof.
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 regulatory approvals, including the Toronto
Stock Exchange, 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 the Company’s most recently filed Annual Information Form, and annual and
interim management’s discussion and analysis.
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 to 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 f orward-looking statements is at investors’ own
risk.