Five STAR Diamonds Limited (Formerly Turquoise Capital Corp.) Completes Qualifying Transaction and Private Placement
FIVE STAR DIAMONDS LIMITED (FORMERLY TURQUOISE CAPITAL CORP.) COMPLETES QUALIFYING
TRANSACTION AND PRIVATE PLACEMENT
Not for distribution to United States newswire services or for release publication,
distribution or dissemination directly, or indirectly, in whole or in part, in or into the United States.
April 24, 2017 - Vancouver, BC – Five Star Diamonds Limited (formerly Tu rquoise Capital Corp. ) (TSXV:
STAR) (the “Company”) is pleased to announce that it has completed the previous announced acquisition
(the “Transaction”) of all of the issued and outstanding ordinary shares of Five Star Diamonds Limited
(BVI) (the “Target”). The Transaction con stitutes the Company’s Qualifying Transaction under the TSX
Venture Exchange (the “TSXV”) Policy 2.4 – Capital Pool Companies.
The Transaction was effected by way of a three-cornered merger between a wholly-owned subsidiary of
the Company and the Target pursuant to the laws of the British Virgin Islands. On the completion of the
merger, all of the ordinary shares of the Target outstanding immediately prior to the merger were,
pursuant to the terms of the merger, cancelled and in exchange therefor holders of the cancelled ordinary
shares received one common share (a “Common Share”) in the capital of the Company for each ordinary
share previously held. An aggregate of 101,287,345 Common Shares were issued to the former
shareholders of the Target.
In connection with the completion of the Transaction, the Company completed a private placement (the
"Offering") of 17,815,480 Common Shares at a price of C$0.30 per share for aggregate gross proceeds of
C$5,344,644. In connection with the Offering, the Company provided compensation to registered
brokers, registered dealers and other finders comprised of an aggregate of C $403,185 in cash and an
aggregate of 1,343,950 non-transferable common share purchase warrants, with each whole warrant
entitling holder to acquire one Common Share at a price of $0.30 per share for a period of two years from
the date of issuance. Following completion of the Transaction and the Offering, th e Company has
128,727,096 Common Shares issued and outstanding and securities convertible into an aggregate of
1,543,950 additional Common Shares.
On closing of the Transaction, the Company changed its name from Turquoise Capital Corp. to Five Star
Diamonds Limited and all of the prior directors and officers of the Company resigned and were replaced
by the following: Matthew Wood - Director, President and CEO, Brian McMaster – Director and CFO, Luis
Azevedo – Director and COO, Gizman Abbas - Director, Simon Rothschild - Director and Nicholas Pike -
Director. The name change to Five Star Diamonds Limited was approved by the directors of Tu rquoise
Capital Corp. on April 13, 2017.
Pursuant to the terms of a Tier 1 surplus security escrow agreement dated April 13, 2017 among the
Company, Computershare Trust Company of Canada, as escrow agent, and certain Principals of the
Company, an aggregate of 66,184,831 Common Shares have been placed in escrow in accordance with
the policies of the TSXV . In addition, a total of an additional 10,000,000 Common Shares are subject to
seed share resale restrictions in accordance with the policies of the TSXV.
In connection with the Transaction and the requirements of the TSXV , Canaccord Genuity Corp. (the
"Sponsor") acted as the Sponsor for the Transaction. The Company paid the Sponsor a sponsorship fee of
C$75,000 plus HST. The Sponsor was also reimbursed for its reasonable expenses including fees and
disbursements of the Sponsor's legal counsel.
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By letter dated March 2, 2017, the TSXV issued its conditional approval of the Transaction. The Company
is in the process of filing the final documents with the TSXV pursuant to the conditional approval, and the
Common Shares are expected to commence trading on the TSXV at the opening of market on Tuesday
April 25, 2017 under the ticker symbol "STAR".
On completion of the Transaction and the Offering, R&R Venture Partners II LLC (``R&R``), previously the
largest shareholder of the Target, became the largest shareholder of the Company and an insider as a
result of owning more than 10% of issued and outstanding Common Shares. Prior to the Transaction, R&R
did not beneficially own, or exercise control or direction over, any securities of the Company . Pursuant
to the Transaction, R&R acquired 33,875,014 Common Shares or approximately 26.32% of the issued and
outstanding Common S hares. The acquisition was made solely for investment purposes . R&R may,
depending on various factors including, without limitation, market and other conditions, increase or
decrease its beneficial ownership, control or direction over Shares or other securities of the Company.
R&R is a private investment fund owned by billionaire and philanthropist Ronald Lauder, scion of the Estée
Lauder fortune and Richard Parsons famed US banker and enterprise CEO. The fund is multi - disciplined
and has investments across several sectors including mining, tech, industrial and energy. R&R, which has
its head office at 767 5th Ave., Suite 4200, New York, New York 10153. R&R will be filing an early warning
report in connection with the Common Shares acquired under the Transaction in accordance with
applicable Canadian securities laws and will be available under the Company’s SEDAR profile at
www.sedar.com or by contacting Jacqueline Scalisi of R&R at 212.572.3774.
Further details regarding the Transaction are contained in the press releases of the Company dated
September 12, 2016, March 3, 2017 and March 30, 2017 and the Filing Statement dated March 29, 2017,
which are accessible on SEDAR under the Company’s profile, at www.sedar.com.
About the Company
The Company’s business is diamond development, focused on acquiring and developing advanced staged
diamond projects in Brazil. Since it was established, it has pursued an accelerated growth strategy and
aims to be one of the first producers of diamonds from kimberlite deposits in Brazil. The Company is
focused on the development of sustainable kimberlite pipes and is not involved in alluvial diamond mining
with its associated environmental issues. The Company works closely with local, state and federal
authorities in Brazil to foster an open, transparent and legal diamond industry in Brazil.
The material project of The Company is the 100% -owned advanced stage Catalão diamond project in
Brazil. The Catalão Project , located in the famous Coromandel diamond district o f Goiás State, Brazil ,
comprises one exploration licence covering 1,999.42 hectares. In addition, The Company has submitted
applications for three exploration licences over proximate areas covering a total of 5,998.37 hectares. A
pilot plant has been constructed at Catalão and commissioned, and an initial mining and pilot processing
program has been completed at three diamond bearing kimberlite pipes. A feasibility study is currently
underway to evaluate the fresh rock zone with completion of the study scheduled for the end of the
second quarter of 2017.
In addition to owning one of the only kimberlite processing plant operating in Brazil today, the Company
now controls a dominant position in the Brazilian diamond sector . Along with the Catalão Project, The
Company has 21 other projects comprising an aggregate of 72 exploration licences and applications
covering a total area of approximately 120,000 hectares. All of the Company’s projects are 100% owned.
A total of 15 diamond bearing kimberlite pipes have already been identified and sampled and a further 87
kimberlite pipes are to be tested across the Company’s projects.
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Further Information
For further information please contact:
Five Star Diamonds Limited
Joe Burke, GM Marketing
+55 21 2439 5700
Information set forth in this news release contains forward- looking statements. Although the Company believes that
such statements are reasonable, it can give no assurance that such expectations will prove to be correct. The Company
cautions investors that any forward- looking statements by the Company are not guarantees of future results or
performance, and that actual results may differ materially from those in forward looking statements as a result of
various factors, many of which are beyond t he Company ’s control. Such factors include, among other things:
variations in the nature, quality and quantity of any mineral deposits that may be located, significant downward
variations in the market price of any minerals produced, the Company's inability to obtain any necessary permits,
consents or authorizations required for its activities, to produce minerals from its properties successfully or profitably,
to continue its projected growth, to raise the necessary capital or to be fully able to implement its business strategies.
Accordingly, actual and future events, conditions and results may differ mat erially fro m the estimates, beliefs,
intentions and expectations expr essed or implied in the forward- looking information. Except as required under
applicable securities legislation, the Company undertakes no obligation to publicly update or revise forward-looking
information.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT
TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.