Turquoise Capital Corp. Receives Conditional Approval FOR Its Qualifying Transaction with Five STAR Diamonds Ltd.
TURQUOISE CAPITAL CORP. RECEIVES CONDITIONAL APPROVAL FOR ITS QUALIFYING TRANSACTION
WITH FIVE STAR DIAMONDS LTD.
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.
March 3, 2017 - Vancouver, BC – Turquoise Capital Corp. (TSXV: TQC.P) (“ Turquoise”) is pleased to
announce it has received conditional approval from the TSX Venture Exchange ("TSXV") for its qualifying
transaction (the " Transaction") with Five Star Diamonds Limited ("Five Star"), in accordance with TSXV
Policy 2.4 - Capital Pool Companies. As previously disclosed in press releases dated September 12, 2016
and February 23, 2017 , under the terms of the Transaction Turquoise will acquire all the issued and
outstanding ordinary shares of Five Star by way of three-corner merger conducted under the laws of the
British Virgin Islands in exchange for common shares of Turquoise ("Turquoise Shares "). Upon
completion of the Transaction, Five Star will be a wholly -owned subsidiary of Turquoise and Turquoise
intends to change its name to "Five Star Diamonds Ltd.".
Closing of Qualifying Transaction
Closing of the Transaction is subject to certain conditions, including the filing by Turquoise of its Filing
Statement and the technical report on Five Star’s Catalão project, final acceptance of the TSXV and
completion of the concurrent financing (the "Concurrent Financing"), which consists of the issuance of a
minimum of 13,333,333 common shares of Turquoise up to a maximum of 20,000,000 Turquoise Shares
at a price of $0.30 p er share , for aggregate g ross proceeds of a minimum of $4,000,000 up to a
maximum of $6,000,000, as further described in the press release dated February 23, 2017.
In addition to the Offering being completed pursuant to National Instrument 45 -106 – Prospectus and
Registration Exemptions, Turquoise plans to offer to certain subscribers pursuant to B.C. Instrument 45 -
536 – Exemptions from prospectus requirement for certain distributions through an investment dealer .
Turquoise confirms that there is no materi al fact or material change regarding Turquoise that has not
been generally disclosed.
Closing of the Qualifying Transaction is expected to take place in the second half of March on a date to
be determined by the Turquoise and Five Star. Trading in Turquoise Shares is expected to recommence
two business days after closing of the Transaction under the name " Five Star Diamonds Ltd." and the
trading symbol "STAR".
About Five Star Diamonds Ltd.
Five Star’s business is diamond development, focused on acquiring and developing advanced staged
diamond projects in Brazil. Since it was established in May 2014, it has pursued an accelerated growth
strategy and aims to be one of the first producers of diamonds from kimberlite deposits in Brazil. Five
Star is focused on the development of sustainable kimberlite pipes and is not involved in alluvial
diamond mining with its associated environmental issues. Five Star 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 Five Star is the 100%-owned advanced stage Catalão diamond project in Brazil.
The Catalão Project , located in the famous Coromandel diamond district of Goiás State, Brazil,
comprises one exploration licence covering 1,999.42 hectares. In addition, Five Star 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
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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, Five Star now
controls a dominant position in the Brazilian diamond sector . Along with the Catalão Project, Five Star
has 21 other projects comprising an aggregate of 72 exploration licences and applications covering a
total area of approximately 120,000 hectares. All of Five Star’s projects are 100% owned. A total of 15
diamond bearing kimberlite pipes have already been ident ified and sampled and a further 87 kimberlite
pipes are to be tested across the Five Star’s projects. The Company intends to continue its aggressive
exploration and development activities through balance of 2016 and 2017.
Further Information
For further information please contact:
Turquoise Capital Corp. Peter Hinam, CEO (604) 710-8331
Information set forth in this news release contains forward -looking statements. These statements reflect
management’s current estimates, beliefs, intentions a nd expectations; they are not guarantees of future
performance. Turquoise cautions that all forward looking statements are inherently uncertain and that
actual performance may be affected by a number of material factors, many of which are beyond
Turquoise’s control. Such factors include, among other things: risks and uncertainties relating to
Turquoise’s ability Turquoise to complete the proposed Qualifying Transaction; and other risks and
uncertainties, including those described in Turquoise’s Prospectus d ated April 15, 2013 filed with the
Canadian Securities Administrators and available on www.sedar.com. Accordingly, actual and future
events, conditions and results may differ materially from the estimates, beliefs, intentions and
expectations expressed or implied in the forward looking information. Except as required under applicable
securities legislation, Turquoise undertakes no obligation to publicly update or revise forward -looking
information.
Completion of the transaction is subject to a number of c onditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder
approval. Where applicable, the transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, a ny information released or received with
respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and
has neither approved nor disapproved the contents of this press release. A halt in trading shall remain in
place until after the Qualifying Transaction is completed or such time that acc eptable documentation is
filed with the TSX Venture Exchange.
The information contained in this press release relating to Five Star has been furnished by Five
Star. Although Turquoise has no knowledge that would indicate that any statements contained
herein concerning Five Star are untrue or incomplete, neither Turquoise nor any of its directors or
officers assumes any responsibility for the accuracy or completeness of such information or for
any failure by Five Star to ensure disclosure of events or fact s that may have occurred which may
affect the significance or accuracy of any such 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.
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