STAR Diamond Corporation Announces Results of Special Meeting
NEWS RELEASE July 29, 2025
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
STAR DIAMOND CORPORATION ANNOUNCES RESULTS OF SPECIAL MEETING
July 29, 2025, Saskatoon, Saskatchewan, Canada – Star Diamond Corporation (the “Company”) (TSX:
DIAM) is pleased to announce the voting results on the items of business considered at the special meeting
(the “Meeting”) of holders (“Shareholders”) of common shares (“Common Shares”) of the Company held
virtually today.
The Meeting was 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, Shareholders were asked to consider and approve: (i) a resolution of the Shareholders
(excluding those Common Shares held by Spirit and its affiliates) to the waiver of the application of the
Company’s Amended and Restated Shareholder Rights plan dated May 30, 2023 (the “Shareholder Rights
Plan”) with respect to the Private Placement (“Waiver Resolution”); (ii) a resolution of the Shareholders (and
the Shareholders excluding those Common Shares held by Spirit and its affiliates) approving the amendment
and termination of the Shareholder Rights Plan (“Termination Resolution”); (iii ) a resolution of the
Shareholders (excluding those Common Shares held by Spirit and its affiliates) approving the issuance of
Common Shares and Common Share purchase warrants on the terms of the Private Placement, including
the Private Placement materially affecting control of the Company (“Private Placement Resolution”); and (iii)
resolutions of the Shareholders approving the election of two individuals nominated by Spirit (Messrs. Al
Gourley and Wayne Malouf) to the board of directors of the Company in connection with the completion of
the Private Placement (“Election Resolutions”). Each such Shareholder resolution required approval of at
least a majority of the votes cast on such resolution.
A total of 203,854,277 Common Shares , representing 32.707% of the Common Shares issued and
outstanding, were represented in person or by proxy at the Meeting. Of that number, 142,732,467 Common
Shares were held by Shareholders excluding Spirit and its affiliates.
The Company is pleased to announce that each resolution was approved at the Meeting. Detailed results of
the votes cast at the Meeting are as follows:
No. Resolution Votes For (%) Votes Against (%)
1. Waiver Resolution(1) 133,195,066 (93.318%) 9,537,401 (6.682%)
2. Termination Resolution(1) 133,265,446 (93.367%) 9,467,021 (6.633%)
3. Private Placement Resolution(2) 133,287,346 (93.383%) 9,445,121 (6.617%)
4. Election Resolution - Al Gourley 194,155,256 (95.242%) 9,699,021 (4.758%)
5. Election Resolution – Wayne
Malouf 194,145,256 (95.237%) 9,709,021 (4.763%)
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(1) Excluding Common Shares held by Spirit and any of its affiliates or associates, and any person acting jointly or in
concert with Spirit. The voting results on the Termination Resolution including Common Shares held by Spirit were
as follows: Votes For – 194,387,256 (95.356%); Votes Against – 9,467,021 (4.644%).
(2) Excluding Common Shares held by those Shareholders participating directly or indirectly in the Private Placement
and of such Shareholders’ associates and affiliates.
It is anticipated that the closing of the Private Placement will occur on or about July 31, 2025. Completion of
the Private Placement remains subject to a number of conditions, including but not limited to the final
approval of the Toronto Stock Exchange (the "TSX") and to standard closing conditions for a transaction of
this nature.
The offer and sale of the securities offered in the Private Placement 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 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 regulatory approvals in connection therewith.
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, 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 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 forward -looking statements is at investors ’ own
risk.