An anonymous director reports
STAR DIAMOND CORPORATION ANNOUNCES NON-BROKERED CONVERTIBLE NOTE PRIVATE PLACEMENT FINANCING UP TO C$500,000
Star Diamond Corp. has arranged a non-brokered convertible note private placement to raise gross proceeds of up to $500,000.
The offering will consist of up to $500,000 in aggregate principal amount of convertible promissory notes. The company shall also issue to subscribers one common share purchase warrant for every two cents of notes purchased. Each warrant shall be exercisable to acquire one common share of the company at an exercise price of six cents for a period of two years from the closing. Simple interest on the notes will accrue on an annual basis at the rate of 8 per cent per year 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.
Conversion to equity may occur under several circumstances prior to maturity including launch of an equity financing in excess of $2-million 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 e-mail 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 $10,000, please contact Star Diamond corporation by e-mail 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 finance a prefeasibility study for the further development of the Fort a la Corne kimberlites.
The offering is expected to close in one or more tranches, the first of which will occur on or before Jan. 31, 2025. The company may close concurrent or subsequent tranches of notes pursuant to the offering on or prior to Feb. 28, 2025. The offering is subject to the approval of the Toronto Stock Exchange. 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 may participate in the offering, up to a maximum of 25 per cent of the number of notes to be sold thereunder.
The corporation may also pay finders' fees and issue brokers' warrants to qualified registrants assisting in the offering, in amounts yet to be determined.
About Star Diamond Corp.
Star Diamond is a Canadian-based corporation engaged in the acquisition, exploration and development of mineral properties. Star Diamond's most significant asset is its interest in the Fort a 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.
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