/NOT FOR DISSEMINATION IN THE UNITED STATES OR
THROUGH U.S. NEWSWIRES/
SASKATOON, SK, Jan. 6, 2025
/CNW/ - Star Diamond Corporation (TSX: DIAM) ("Star Diamond"
or the "Company") announces a non-brokered convertible note
private placement to raise gross proceeds of up to C$500,000 (the "Offering").
The Offering will consist of up to C$500,000 in aggregate principal amount of
convertible promissory notes (the "Notes"). The Company shall also
issue to subscribers one common share purchase warrant for every
C$0.02 of Notes purchased (each, a
"Warrant"). Each Warrant shall be 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. Simple interest on the Notes will accrue on an annual
basis at the rate of 8% per annum based on a 365-day year.
Principal and unpaid accrued interest on the Notes will be due
and payable 24 months from the applicable date of Closing (the
"Maturity Date").
Conversion to equity may occur under several circumstances prior
to maturity including launch of an equity financing in excess of
C$2,000,000 or sale of the Company.
This conversion will be affected at a conversion premium as
outlined in the Term Sheet provided to interested investors.
The Offering will be conducted in reliance upon available
prospectus exemptions contained in National Instrument
45-106 – Prospectus Exemptions, including the "accredited
investor" and "family, friends and business associates"
exemptions.
Investors interested in participating in the Offering
should contact Star Diamond Corporation by email at
stardiamondcorp@stardiamondcorp.com for additional
information.
The Company advises that if you are an existing shareholder
interested in participating in the Offering at a minimum
subscription amount of C$10,000,
please contact Star Diamond Corporation by email at the above email
address to discuss exemptions available for you under existing
securities laws.
The net proceeds raised from the sale of the Notes 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 expected to close in one or more tranches, the
first of which will occur on or before January 31, 2025. The Company may close
concurrent or subsequent tranches of Notes pursuant to the
Offering, on or prior to February 28,
2025. 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 Notes to be sold
thereunder.
The Corporation may also pay finders fees and issue broker
warrants to qualified registrants assisting in the Offering, in
amounts yet to be determined.
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.
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
qualification 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.
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 Offering 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.
SOURCE Star Diamond Corporation