STAR Diamond Corporation Closes First Tranche of Private Placement
NEWS RELEASE February 18, 2025
TSX: DIAM Saskatoon, Saskatchewan
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
STAR DIAMOND CORPORATION CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT
February 18, 2025, 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”) of convertible debentures (the "Debentures") to raise aggregate
gross proceeds of C$ 335,000. The Debentures bear simple interest at a rate of 8% per annum and are
convertible into common shares of the Company in certain circumstances, including upon a qualified offering
to raise aggregate gross proceeds in excess of C$2 million.
The Company intends to close the final tranche of the Offering on or about February 28, 2025, for Debentures
in the aggregate principal amount of up to an additional C$165,000.
Pursuant to the closing of the first tranche of the Offering, the Company also issued an aggregate of
16,750,000 share purchase warrants ("Warrants"), being one Warrant for each C$0.02 principal amount of
Debentures purchased. Each Warrant is exercisable to acquire one common share of the Company at an
exercise price of C$0.06 for a period of 2 years from the closing.
The net proceeds raised from the sale of the Debentures and the exercise of any Warrants will be used for
general working capital purposes as the Company continues discussions with possible investors to fund a pre-
feasibility study for the further development of the Fort à la Corne kimberlites.
The Offering is subject to certain conditions, including, but not limited to, the receipt of all necessary
approvals, including the final approval of the Toronto Stock Exchange . All securities issued and issuable
pursuant to the first tranche of the Offering are subject to a statutory hold period expiring June 19, 2025.
Related Party Transaction
In connection with the Offering, Mr. Ewan Mason, the CEO of the Company, has purchased Debentures in the
aggregate principal amount of C$25,000. 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 insider's participation
in the Offering does not exceed 25% of the market capitalization of the Company, as determined in accordance
with MI 61-101.
The Company advises that if you are an existing shareholder or other subscriber interested in participating
in the second tranche of 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 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 (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, 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 second tranche of the Offering , receipt of all
regulatory approvals 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.