STAR DIAMOND CORPORATION TO ACQUIRE RIO TINTO'S 75% INTEREST IN FORT À LA CORNE DIAMOND PROJECT

TSX: DIAM

SASKATOON, SK, Nov. 28, 2023 /CNW/ - Star Diamond Corporation ("Star Diamond") is pleased to announce that it has today entered into a binding agreement (the "Agreement") with Rio Tinto Exploration Canada Inc. ("RTEC"), providing for the transfer by RTEC to Star Diamond of all of RTEC's 75% interest in the Fort à la Corne diamond project located in central Saskatchewan (the "Project").   

The Agreement provides that, upon closing:

• RTEC will transfer to Star Diamond all of RTEC's 75% interest in the Project, such that the Project will be 100% owned by Star Diamond;
• RTEC will transfer to Star Diamond ownership of the trench cutter drill rig used by RTEC to complete its prior bulk sampling program at the Project;
• RTEC will transfer to Star Diamond the Bulk Sample Plant located at the Project, including the TOMRA XRT diamond sorting machine that is on-site;
• Star Diamond will issue to RTEC and/or an affiliate that number of common shares of Star Diamond that results in RTEC and its affiliates owning 19.9% of the then outstanding common shares of Star Diamond (RTEC and its affiliates currently own approximately 2.3% of Star Diamond's outstanding common shares); and
• RTEC and Star Diamond will enter into an Investor Rights Agreement whereby, among other things, RTEC will be granted certain pre-emptive rights to maintain its 19.9% ownership interest in Star Diamond in connection with future financings undertaken by Star Diamond, and RTEC will agree to certain standstill protections provided that RTEC will have the right to increase its 19.9% ownership position in the event that Star Diamond receives an acquisition proposal.

"Acquiring 100% ownership of the Project will be a major accomplishment for Star Diamond and its shareholders.  We are grateful to Rio Tinto for the significant monetary investment and expertise it has contributed to the Project over the past more than five years, which has meaningfully advanced what Star Diamond believes is one of the most promising diamond projects in the world," said Ewan Mason, President and Chief Executive Officer of Star Diamond. 

Rio Tinto Head of Exploration, Dave Andrews said, "The majority of Rio Tinto's global exploration program is now firmly focused on metals and minerals to support the energy transition. Although we will no longer have direct involvement in the Project, we are pleased to be able to maintain our interest in the Project by gaining a 19.9% ownership interest in Star Diamond.  After more than five years, we continue to see potential in the Project and believe it can be a significant contributor to both the local communities around the Fort à la Corne property and the broader Saskatchewan economy."

Upon completion of the transactions that are the subject of the Agreement, Star Diamond will have full control and responsibility for the Project, the existing joint venture agreement between RTEC and Star Diamond will terminate, and Star Diamond will release and indemnify RTEC for liabilities arising from or relating to the Project, all in exchange for a Cdn. $4 million payment from RTEC to Star Diamond.  RTEC has agreed that it will provide on Star Diamond's behalf, for up to five years following closing, letters of credit in the aggregate amount of no more than Cdn. $9.9 million to secure certain environmental remediation and reclamation obligations related to the Project.  Star Diamond will be obliged to repay any amounts drawn on these letters of credit and such repayment obligations will be secured against the Project and its assets.   

Completion of the transactions contemplated by the Agreement is subject to various closing conditions including receipt of all required Governmental approvals and the approval of the Toronto Stock Exchange for the issuance of additional common shares of Star Diamond to RTEC. 

A copy of the Agreement will be available under Star Diamond's profile on SEDAR+ at www.sedarplus.ca and on Star Diamond's website at www.stardiamondcorp.com.  The summary of the Agreement outlined above is qualified in its entirety by the full text of the Agreement, and reference should be made to the Agreement for its full terms and conditions.

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.

About Rio Tinto

Rio Tinto is a leading international mining group headquartered in the UK, combining Rio Tinto plc, a London and New York Stock Exchange listed company, and Rio Tinto Limited, which is listed on the Australian Securities Exchange. Rio Tinto's business is finding, mining, and processing mineral resources. Major products are iron ore, aluminium, copper, molybdenum, gold, and industrial minerals (borate, titanium dioxide and salt). Activities span the world and are strongly represented in Australia and North America with significant businesses in South America, Asia, Europe, and southern Africa.

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Phone: [phone]
Email: [email protected]
Website www.stardiamondcorp.com

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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 transactions that are the subject of the Agreement and the Project's potential to be a significant contributor to both the local communities and the broader Saskatchewan economy.

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 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, 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 is not affirming or adopting any statements attributed to Rio Tinto in this release or made by Rio Tinto outside of this release. 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

[email protected] or [phone], www.stardiamondcorp.com