Mr. Ewan Mason reports

STAR DIAMOND CORPORATION CLOSES SECOND TRANCHE OF PRIVATE PLACEMENT & ANNOUNCES MANAGEMENT CHANGE

Star Diamond Corp. has closed the second tranche of the previously announced non-brokered private placement of convertible debentures to raise aggregate gross proceeds of $230,000. The first tranche of this offering raised gross proceeds of $335,000, which, combined with this second tranche, result in total gross proceeds for this offering of $565,000. 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. Pursuant to the closing of the second tranche of the offering, the company also issued an aggregate of 11.5 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 28, 2025.

Related-party transaction

In connection with the offering, Lisa Riley, director of the company, has purchased debentures in the aggregate principal amount of $20,000. Insider 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.

Management change

The company also announces the following management change, effective March 1, 2025.

George Read will step down from his present position of senior vice-president, corporate development, at the end of business on Feb. 28, 2025, but he will continue to provide technical and management services to the company as a senior technical adviser under a recently executed consulting service agreement. In this role, Mr. Read will be available to act as a qualified person for the corporation in any technical reporting and assist with the furtherance of the company's interests in the Fort a la Corne and Buffalo Hills projects in Saskatchewan and Alberta, respectively. Mr. Read has over 41 years of experience in the diamond industry, and has played a major role in the exploration and evaluation of the Fort a la Corne kimberlites since October, 2003.

Ewan Mason, chief executive officer of the company, said, "We are pleased to have George's technical expertise available to the company as we prepare to move forward with two extremely interesting, advanced-stage diamond projects."

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, which provides significant advantages for future mine development.

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