STAR Diamond Corporation to Acquire RIO Tinto’S 75% Interest IN Fort À LA Corne Diamond Project
NEWS RELEASE November 28, 2023
TSX: DIAM Saskatoon, Saskatchewan
STAR DIAMOND CORPORATION TO ACQUIRE RIO TINTO’S 75% INTEREST
IN FORT À LA CORNE DIAMOND PROJECT
Star Diamond Corporation (“Star Diamond”) is pleased to announce that it has today entered into
a binding agreement (the “Agreement”) with Rio Tinto Exploration Canada Inc. (“RTEC”), providing
for the transfer by RTEC to Star Diamond of all of RTEC’s 75% interest in the Fort à la Corne diamond
project located in central Saskatchewan (the “Project”).
The Agreement provides that, upon closing:
• RTEC will transfer to Star Diamond all of RTEC’s 75% interest in the Project , such that the
Project will be 100% owned by Star Diamond;
• RTEC will transfer to Star Diamond ownership of the trench cutter drill rig used by RTEC to
complete its prior bulk sampling program at the Project;
• RTEC will transfer to Star Diamond the Bulk Sample Plant located at the Project, including
the TOMRA XRT diamond sorting machine that is on-site;
• Star Diamond will issue to RTEC and/or an affiliate that number of common shares of Star
Diamond that results in RTEC and its affiliates owning 19.9% of the then outstanding
common shares of Star Diamond (RTEC and its affiliates currently own approximately 2.3%
of Star Diamond’s outstanding common shares); and
• RTEC and Star Diamond will enter into an Investor Rights Agreement whereby, among other
things, RTEC will be granted certain pre -emptive rights to maintain its 19.9% ownership
interest in Star Diamond in connection with future financings undertaken by Star Diamond,
and RTEC will agree to certain standstill protections provided that RTEC will have the right
to increase its 19.9% ownership position in the event that Star Diamond receives an
acquisition proposal.
“Acquiring 100% ownership of the Project will be a major accomplishment for Star Diamond and its
shareholders. We are grateful to Rio Tinto for the significant monetary investment and expertise it
has contributed to the Project over the past more than five years, which has meaningfully advanced
what Star Diamond believes is one of the most promising diamond projects in the world,” said Ewan
Mason, President and Chief Executive Officer of Star Diamond.
Rio Tinto Head of Exploration, Dave Andrews said, “The majority of Rio Tinto’s global exploration
program is now firmly focused on metals and minerals to support the energy transition. Although
we will no longer have direct involvement in the Project, we are pleased to be able to maintain our
2
interest in the Project by gaining a 19.9% ownership interest in Star Diamond. After more than five
years, we continue to see potential in the Project and believe it can be a significant contributor to
both the local communities around the Fort à la Corne property and the broader Saskatchewan
economy.”
Upon completion of the transactions that are the subject of the Agreement, Star Diamond will have
full control and responsibility for the Project, the existing joint venture agreement between RTEC
and Star Diamond will terminate, and Star Diamond will release and indemnify RTEC for liabilities
arising from or relating to the Project, all in exchange for a Cdn. $4 million payment from RTEC to
Star Diamond. RTEC has agreed that it will provide on Star Diamond’s behalf, for up to five years
following closing, letters of credit in the aggregate amount of no more than Cdn. $9.9 million to
secure certain environmental remediation and reclamation obligations related to the Project . Star
Diamond will be obliged to repay any amounts drawn on these letters of credit and such repayment
obligations will be secured against the Project and its assets.
Completion of the transactions contemplated by the Agreement is subject to various closing
conditions including receipt of all required Governmental approvals and the approval of the Toronto
Stock Exchange for the issuance of additional common shares of Star Diamond to RTEC.
A copy of the Agreement will be available under Star Diamond’s profile on SEDAR + at
www.sedarplus.ca and on Star Diamond’s website at www.stardiamondcorp.com. The summary of
the Agreement outlined above is qualified in its entirety by the full text of the Agreement, and
reference should be made to the Agreement for its full terms and conditions.
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.
About Rio Tinto
Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc,
a London and New York Stock Exchange listed company, and Rio Tinto Limited, which is listed on
the Australian Securities Exchange. Rio Tinto's business is f inding, mining, and processing mineral
resources. Major products are iron ore, alumin ium, copper, molybdenum, gold, and industrial
minerals (borate, titanium dioxide and salt). Activities span the world and are strongly represented
in Australia and North America with significant businesses in South America, Asia, Europe, and
southern Africa.
3
Webinar on Wednesday November 29, 2023, at 1:00pm EDT:
https://events.6ix.com/preview/star-diamond-market-update
For further information, please contact:
Phone: (306) 664-2202
Email: [email protected]
Website www.stardiamondcorp.com
Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/
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 transactions that are the subject of the
Agreement and the Project's potential to be a significant contributor to both the local communities and the broader
Saskatchewan economy.
These forward-looking statements are based on S tar 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 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 S tar Diamond 's most recently filed Annual
Information Form, annual and interim MD&A.
Although management of Star Diamond consider s 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 is not affirming or adopting any statements attributed to Rio Tinto in this release or made by Rio Tinto
outside of this release. Star Diamond do es 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 for ward-looking statement constitutes a reaffirmation of that statement.
Continued reliance on forward-looking statements is at investors’ own risk.
For further information: [email protected] or (306) 664-2202
www.stardiamondcorp.com
- END -