An anonymous director reports

STAR DIAMOND CORPORATION CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT

Star Diamond Corp. has closed the first tranche of the previously announced non-brokered private placement of convertible debentures to raise aggregate gross proceeds of $335,000. The debentures bear simple interest at a rate of 8 per cent per annum and are convertible into common shares of the company in certain circumstances, including upon a qualified offering to raise aggregate gross proceeds in excess of $2-million.

The company intends to close the final tranche of the offering on or about Feb. 28, 2025, for debentures in the aggregate principal amount of up to an additional $165,000.

Pursuant to the closing of the first tranche of the offering, the company also issued an aggregate of 16.75 million share purchase warrants, being one warrant for each two-cent principal amount of debentures purchased. Each warrant is 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.

The net proceeds raised from the sale of the debentures 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 subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the final approval of the Toronto Stock Exchange. All securities issued and issuable pursuant to the first tranche of the offering are subject to a statutory hold period expiring June 19, 2025.

Related party transaction

In connection with the offering, Ewan Mason, the chief executive officer of the company, has purchased debentures in the aggregate principal amount of $25,000. The insider's participation in the offering constitutes a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. 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 insider's participation in the offering does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The company advises that if you are an existing shareholder or other subscriber interested in participating in the second tranche of the offering at a minimum subscription amount of $10,000, please contact Star Diamond by e-mail at stardiamondcorp@stardiamondcorp.com to discuss exemptions available for you under existing securities law.

About Star Diamond Corp.

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 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, providing significant advantages for future mine development.

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