TSX: DIAM
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH
U.S. NEWSWIRES/
SASKATOON, SK, Dec. 29,
2023 /CNW/ - Star Diamond Corporation (TSX:
DIAM) ("Star Diamond" or the "Company") announces that it has
closed the first tranche of the previously announced non-brokered
private placement (the "Offering") for gross proceeds of
C$324,140. These proceeds are from
the issuance of 2023 "flow-through" units of the Company ("FT
Units"), which are required to be issued prior to December 31, 2023 to ensure investors qualify for
the associated 2023 tax deductions and Mineral Exploration Tax
Credits.
The Company intends to close the final tranche of the Offering
on or about January 26, 2024, for up
to the remaining balance of the private placement.
Pursuant to the closing of the first tranche of the Offering,
the Company issued 2,946,728 FT Units at a price of C$0.11 per FT Unit for gross proceeds of
C$324,140, with each FT Unit
consisting of one common share of the Company (a "FT Share") and
one share purchase warrant (a "Warrant"), each of which will
qualify as a "flow-through share" for the purposes of the Income
Tax Act (Canada). Each Warrant
will entitle the holder thereof to acquire one additional common
share of the Company (which shall not be a "flow-through share") at
an exercise price of C$0.14 for a
period of 36 months from the date of issuance.
The gross proceeds raised from the sale of the FT Shares will be
used for exploration activities in Saskatchewan on the Company's Fort à la Corne
property, including the Star-Orion South Diamond Project. These
expenditures will qualify as "Canadian Exploration Expenses"
(within the meaning of the Income Tax Act (Canada).
The Offering is subject to certain conditions, including, but
not limited to, the receipt of all necessary approvals, including
the final approval of the TSX. All securities issued and issuable
pursuant to the first tranche of the Offering are subject to a hold
period expiring April 30, 2024.
Related Party
Transaction
In connection with the Offering, Mr. Richard Johnson, the CFO of the Company, has
purchased a total of 225,000 FT Units. Insiders' participation in
the Offering constitutes a "related party transaction" pursuant to
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company is
relying on an exemption from the formal valuation and minority
shareholder requirements of MI 61-101 on the basis that the fair
market value of the insiders' participation in the Offering does
not exceed 25% of the market capitalization of the Company, as
determined in accordance with MI 61-101.
In connection with the Offering, the Company paid cash finder
fees of C$17,830 and issued 159,090
finder's warrants, each of which entitles the holder thereof to
purchase one unit at a price of C$0.11 per unit at any time prior to December 29, 2026, with each unit consisting of
one common share and one Warrant.
The Offering consists of any combination of (i) units of the
Company ("Units") at a price of C$0.09 per Unit; and (ii) FT Units at a price of
C$0.11 per FT Unit, subject to
maximum aggregate gross proceeds of C$2.0
million. Each Unit shall consist of one common share of the
Company (which shall not be a "flow-through share") and one
Warrant. Each FT Unit shall consist of one FT Share and one
Warrant, each of which will qualify as a "flow-through share" for
the purposes of the Income Tax Act (Canada).
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.
The Company advises that if you are an existing
shareholder or other subscriber interested in participating
in the Offering at a minimum subscription amount of $10,000, please contact Star Diamond Corporation
by email at
stardiamondcorp@stardiamondcorp.com to discuss
exemptions available for you under existing securities law.
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