Rio Tinto Exploration Canada Inc. (“RTEC”) is pleased to announce that it has acquired 108,204,112 common shares in the capital of Star Diamond Corporation (“SDC”) in exchange for all of its interest in the Fort à la Corne joint venture (“FalC JV Interest”). As a result, RTEC currently owns or controls, in the aggregate, 119,315,222 common shares representing a 19.9% interest in SDC.
The acquisition was completed on March 26, 2024 pursuant to an exit agreement (the “Agreement”) dated November 28, 2023, between SDC and RTEC, whereby RTEC has sold all of its FalC JV Interest to SDC in consideration for, amongst other things, 108,204,112 common shares of SDC at a deemed price of C$0.07 per common share (the “Transaction”).
Prior to the Transaction, RTEC held 75% interest in the Fort à la Corne joint venture and 11,111,110 common shares of SDC. Under the terms of the Agreement, RTEC sold all of its FalC JV Interest to SDC resulting in RTEC owning 19.9% of the issued and outstanding common shares of SDC on a non-diluted basis.
RTEC disposed of the FalC JV Interest as a result of investment considerations. Depending on market conditions and other factors, RTEC may from time to time acquire and/or dispose of common shares or other securities of SDC, directly or indirectly, whether in the open market, by private placement issuance, by private negotiated agreement or otherwise.
This news release is being issued as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an Early Warning Report dated March 26, 2024. The Early Warning Report respecting this acquisition will be filed on SDC’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).
