TSX: DIAM
/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRES/
SASKATOON, SK, Dec. 15,
2023 /CNW/ - Star Diamond Corporation (TSX:
DIAM) ("Star Diamond" or the "Company") announces a
non-brokered private placement to raise gross proceeds of up to
C$2.0 million (the
"Offering").
The Offering will consist of any combination of (i) units of the
Company ("Units") at a price of C$0.09 per Unit; and (ii) "flow-through" units of
the Company ("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 common share purchase
warrant (a "Warrant"). Each FT Unit shall consist of one
common share of the Company (a "FT Share") and one 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 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.
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.
Star Diamond intends to use the
gross proceeds from the sale of the FT Units for exploration
activities in Saskatchewan that
will qualify as "Canadian Exploration Expenses" (within the meaning
of the Income Tax Act (Canada)). The net proceeds raised from the
sale of the Units and the exercise of any Warrants will be used for
exploration activities on the Company's project in Saskatchewan as well as for general working
capital purposes.
The Offering is expected to close in one or more tranches, the
first of which will occur on or before December 29, 2023 and involve the issuance of all
FT Units issuable pursuant to the Offering. The Company may
close concurrent or subsequent tranches of Units pursuant to the
Offering, on or prior to February 2,
2024. 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 and/or FT
Units 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