Stock
Symbol: DIAM: TSX
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
WIRE SERVICES/
SASKATOON, SK,
March 16, 2022 /CNW/ -
Star Diamond Corporation ("Star Diamond" or the "Corporation") is
pleased to announce that it intends to raise up to $5 million by way of a non-brokered private
placement of units of the Corporation (collectively, the "Units")
at a price of $0.30 per Unit (the
"Offering"). Each Unit will consist of one common share in the
capital of the Corporation (each, a "Common Share") and one Common
Share purchase warrant (each, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one Common Share at a price
of $0.40 for a period of 24 months
from the date of issuance. The Offering is not subject to any
minimum amount of subscriptions.
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The Offering will be conducted in reliance upon available
prospectus exemptions which permit Star
Diamond to distribute securities to its existing holders of
Common Shares ("Shareholders") as of the Record Date (as defined
below) as contemplated by Multilateral CSA Notice 45-313 –
Prospectus Exemption for Distributions to Existing Security
Holders, General Order 45-926 of the Financial Consumer and
Affairs Authority of Saskatchewan
and the various other corresponding blanket orders and rules in
effect in each of the provinces and territories of
Canada (collectively, the "Existing Shareholder
Exemption"), subject to the terms and conditions thereof. The
Corporation has fixed March 11, 2022
(the "Record Date") as the record date for the purpose of
determining existing Shareholders of the Corporation who are
entitled to participate in the Offering pursuant to the Existing
Shareholder Exemption. Any person who becomes a Shareholder after
the Record Date is not permitted to participate in the Offering
using the Existing Shareholder Exemption but may subscribe pursuant
to other applicable prospectus exemptions available to them.
The Offering will also be conducted pursuant to other available
prospectus exemptions contained in National Instrument 45-106 –
Prospectus Exemptions, including the "accredited investor"
and "family, friends and business associates" exemptions. The
Corporation will consider subscriptions for Units from persons
resident outside of Canada;
however such persons will need to establish that the issuance of
Units to them is exempt from prospectus and registration
requirements under applicable securities laws.
Existing shareholders or other subscribers interested in
participating in the Offering should contact Star Diamond
Corporation by email at
stardiamondcorp@stardiamondcorp.com for additional
information.
A total of $3 million of the
Offering is anticipated to be allocated to Shareholders that
subscribe under the Existing Shareholder Exemption. In the event
that the Offering is oversubscribed, the Corporation reserves the
right to increase the size of the Offering or allocate
subscriptions on a pro rata basis in accordance with holdings of
existing Shareholders as of the Record Date. Existing Shareholders
may subscribe for such number of Units as they chose (subject to
applicable limitations) and are not limited to their proportionate
share of the Offering. In the event that the Offering is
oversubscribed and subscribers who are not currently Shareholders
wish to subscribe for Units, the Corporation may increase the size
of the Offering or, if it is determined by the Board of Directors
to be in the best interests of the Corporation, accept
subscriptions from the new subscribers and pro rate subscriptions
from existing Shareholders in accordance with their holdings as of
the Record Date. Subscriptions will only be subject to
pro-rationing in the event the Offering is oversubscribed.
The Offering is subject to a minimum aggregate subscription
amount of $15,000. The aggregate
acquisition cost to a Shareholder that subscribes under the
Existing Shareholder Exemption cannot exceed $15,000, unless that Shareholder has obtained
advice from a registered investment dealer regarding the
suitability of the investment. Shareholders that subscribe for
Units under the Existing Shareholder Exemption will, among other
things, need to represent in writing that they meet applicable
requirements of the Existing Shareholder Exemption, including that,
on or before the Record Date, such person became and continues to
be a Shareholder.
Assuming the Offering is fully subscribed, Star Diamond intends to use the net proceeds of
the Offering for settling its current working capital deficiency
(approximately $2.5 million), for
technical analyses and evaluations of the Corporation's mineral
property interests, including the Corporation's interest in the
Star – Orion South Diamond Project (approximately $0.5 million), and for general corporate purposes
(approximately $2 million). Although
the Corporation intends to use the net proceeds of the Offering as
described, the actual allocation of the net proceeds of the
Offering may vary from the anticipated uses, depending on future
operations or unforeseen events or opportunities. If the Offering
is not fully subscribed, the net proceeds of the Offering to such
uses will be allocated in priority and in such proportions as is
determined to be in the best interests of the Corporation.
The Offering is expected to close on or about April 6, 2022, provided that the Offering may
close in one or more tranches, but in any event no later than
April 29, 2022. The Offering is
subject to the approval of the TSX. All securities issued in
connection with the Offering will be subject to a statutory hold
period of four months plus one day from the closing date of the
Offering.
The Corporation anticipates that officers and directors of the
Corporation (collectively, the "Insiders") may participate in the
Offering, up to a maximum of 25% of the number of Units to be sold
thereunder.
The Corporation may also (i) pay finders fees (or, at the
discretion of the Corporation, may choose to issue Common Shares
from treasury) and/or (ii) issue warrants ("Finder Warrants"),
equal to 6% of the number of Units sold attributable to finders
pursuant to the Offering. Each Finder's Warrant, if any, will
entitle the holder thereof to purchase one Common Share at a price
of $0.40, for a period of 24 months
from the date of issuance.
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 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.
About Star Diamond
Star Diamond Corporation is a Canadian based corporation engaged
in the acquisition, exploration and development of mineral
properties. The Common Shares trade on the Toronto Stock Exchange
under the trading symbol "DIAM". Star
Diamond holds, through a joint venture arrangement with Rio
Tinto Exploration Canada Inc. (a wholly-owned subsidiary of Rio
Tinto), a 25% interest in certain Fort à la Corne kimberlites
(including the Star – Orion South Diamond Project). These
properties are located in central Saskatchewan, Canada and are in close
proximity to established infrastructure, including paved highways
and the electrical power grid, which provide significant advantages
for future mine development. Rio Tinto refers to their Fort à la
Corne mineral properties as "Project FalCon".
Caution Regarding Forward-Looking Statements
This news release contains forward-looking statements as defined
by certain securities laws, including the "safe harbour" provisions
of Canadian securities legislation and the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
information is often, but not always, identified by the use of
words such as "anticipate", "believe", "expect", "plan", "intend",
"forecast", "target", "project", "guidance", "may", "will",
"should", "could", "estimate", "predict" or similar words
suggesting future outcomes or language suggesting an outlook.
Forward-looking statements in this press release include, but
are not limited to statements regarding: the use of proceeds of the
Offering; the total amount of securities to be sold and amount of
the gross proceeds of the Offering; the acceptance, rejection or
pro-rationing of subscriptions for Units; the proportion of the
Offering to be allocated to existing Shareholders the anticipated
closing date; the approval of the TSX; the amount of insider
participation in the Offering, if any; and the payment of finder's
fees and the issuance of Finder's Warrants. 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,
developments in world diamond markets, changes in diamond prices,
risks relating to fluctuations in the Canadian dollar and other
currencies relative to the US dollar, changes in exploration,
development or mining plans due to exploration results and changing
budget priorities of Star Diamond or
its joint venture partners, the effects of competition in the
markets in which Star Diamond
operates, the impact of changes in the laws and regulations
regulating mining exploration, development, closure, judicial or
regulatory judgments and legal proceedings, operational and
infrastructure risks and the additional risks described in
Star Diamond's most recently filed
Annual Information Form, annual and interim MD&A. Star Diamond's anticipation of and success in
managing the foregoing risks could cause actual results to differ
materially from what is anticipated in such forward-looking
statements.
Although the management of Star
Diamond consider the assumptions contained in the
forward-looking statements to be reasonable based on information
currently available to them, 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
news 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.
www.stardiamondcorp.com
SOURCE Star Diamond Corporation