01:08:41 EDT Thu 30 Apr 2026
Enter Symbol
or Name
USA
CA



Star Diamond Corp
Symbol DIAM
Shares Issued 773,914,090
Close 2026-04-29 C$ 0.03
Market Cap C$ 23,217,423
Recent Sedar+ Documents

Star Diamond receives $500,000 convertible loan

2026-04-29 20:44 ET - News Release

An anonymous director reports

STAR DIAMOND CORPORATION ANNOUNCES FINANCING WITH SPIRIT RESOURCES S.A.R.L.

Star Diamond Corp. has entered into a convertible loan agreement with Spirit Resources s.a.r.l. to provide financing to the company by way of an unsecured loan in the principal amount of $500,000. The proceeds of the loan will be used for working capital and general corporate purposes.

The loan bears interest at a rate of 12 per cent per annum and matures one year after the drawdown date of April 28, 2026, or such other date mutually agreed between the company and Spirit. The loan, together with accrued and unpaid interest thereon, are generally repayable at any time by the company without penalty. If the company has not repaid the total obligations before the closing of a sale of common shares in the capital of the company, or units including common shares, in a single or series of transactions of no less than $1-million prior to the maturity date, the total obligations will be converted into the securities of the company issued pursuant to the qualified financing upon closing of the qualified financing, unless otherwise agreed between the company and Spirit. The deemed price per qualified financing security issuable upon conversion will be the lowest price per qualified financing security issued in the qualified financing, subject to customary adjustment provisions. The conversion is conditional upon receipt of the approval of the Toronto Stock Exchange.

Spirit is a Luxembourg-based private investment corporation that is ultimately owned and controlled by Jean-Raymond Boulle. Immediately prior to the execution of the loan agreement, Spirit beneficially owned and controlled 194,455,143 common shares and 133,333,333 warrants to purchase common shares, representing approximately 25.13 per cent of the issued and outstanding common shares on a non-diluted basis and 36.13 per cent on a partially diluted basis, assuming the exercise of the warrants.

As the loan is convertible on the basis of the conversion price at the time of the conversion, the actual number and type of qualified financing securities issuable upon conversion is not yet known. However, assuming the completion of a qualified financing of common shares at the company's common share price of 3.5 cents per common share for aggregate gross proceeds of $1-million and conversion of total obligations in the aggregate amount of $500,000, Spirit will beneficially own and control an aggregate of 208,740,857 common shares and 133,333,333 warrants, representing approximately 25.56 per cent of the then issued and outstanding common shares on a non-diluted basis, and 36.00 per cent on a partially diluted basis, assuming the exercise of the warrants. The conversion, on the assumptions described above, would result in an increase of Spirit's holdings of common shares by approximately 1.71 per cent on a non-diluted basis and a decrease of Spirit's holdings of common shares by approximately 0.13 per cent on a partially diluted basis, assuming the exercise of the warrants.

The loan constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as the company may issue qualified financing securities to Spirit upon the conversion. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair market value of the loan, including the qualified financing securities issued upon conversion, will not exceed 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the transactions contemplated by the loan agreement, which the company deems reasonable in the circumstances in order to complete the transactions contemplated by the loan agreement in an expeditious manner.

This early warning news release is issued under the early warning provisions of Canadian securities legislation, including National Instrument 62-104, Take-Over Bids and Issuer Bids, and National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.

Spirit provided the loan for investment purposes. Depending on market conditions and other factors, Spirit may from time to time acquire and/or dispose of securities of the company or continue to hold its current position. A copy of the early warning report required to be filed with the applicable Canadian Securities commissions in connection with the loan will be available under the company's SEDAR+ profile. Alternatively, to obtain a copy of the early warning report to be filed by Spirit in connection with this news release, please contact Michael Oke at 44-07834=368299. Spirit's address is 63 rue de Rollingergrund, 2440 Luxembourg.

About Star Diamond Corp.

The company is a Canadian-based corporation engaged in the acquisition, exploration and development of mineral properties. Shares of the company trade on the Toronto Stock Exchange under the trading symbol DIAM. The company's most significant asset is its interest in the Fort a la Corne property in central Saskatchewan. These diamondiferous 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.

The company's address is Suite 702, 224 4th Ave. S, Saskatoon, Sask., S7K 5M5.

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