Star Diamond Corporation And Rio Tinto Announce Comprehensive Resolution Of All Disputes And Revised Joint Venture Arrangements

Star Diamond Corporation ("Star Diamond") and Rio Tinto are pleased to announce that they have today entered into binding agreements that comprehensively resolve all disputes between them.  As part of that resolution, Star Diamond and Rio Tinto have agreed to revised joint venture arrangements that best position the joint venture to advance the development of a diamond mining operation on the Fort à la Corne property in Saskatchewan, Canada .

Under these new arrangements:

  • All expenditures on the project prior to December 31, 2021 will be the sole responsibility of Rio Tinto's subsidiary, Rio Tinto Exploration Canada Inc. ("RTEC");

  • All expenditures between January 1, 2022 and the public announcement of a decision to develop a diamond mining operation, based upon the completion of a positive feasibility study, will initially be advanced by RTEC. Star Diamond will not be required to begin reimbursing RTEC for Star Diamond's share of these expenditures unless and until commercial production has been achieved. The effect of the foregoing is that Star Diamond will have no obligation to contribute additional investment to the project until a decision to develop the mine is made and publicly announced;

  • Once the decision to develop the mine has been made and announced, Star Diamond will have six months to begin contributing to the joint venture Star Diamond's share of the capital costs and expenditures required to build the mine; and

  • In exchange for these amendments, the parties have agreed that the participating interests of RTEC and Star Diamond in the joint venture have been adjusted to 75% for RTEC and 25% for Star Diamond (from 60% and 40%, respectively).

These arrangements de-risk the project for Star Diamond and ensure that key project milestones, and the certainty associated with them, will have been achieved before Star Diamond has to contribute any additional capital, while also providing Rio Tinto with a greater participating interest in the project.  They also align the interests of Rio Tinto and Star Diamond in moving the project forward for the benefit of both companies and their respective shareholders.

"This is a major step forward for the Fort à la Corne project, Star Diamond and its shareholders.  We are very pleased to have reached a constructive resolution with Rio Tinto that puts our differences in the past, fully aligns our interests and allows both of us to singularly focus on jointly and expeditiously moving forward with what Star Diamond believes is one of the most promising Diamond projects in the world," stated Ewan Mason , Chair of the Board of Star Diamond .

Rio Tinto Head of Exploration, Dave Andrews said, "These new arrangements and our alignment with Star Diamond represent a major milestone in the continued development of the Fort à la Corne property.  Building on the comprehensive studies and successful bulk sampling program on the Star Kimberlite, we are very pleased to now be working cooperatively with Star Diamond on a diamond project that we believe has the potential to be a significant contributor to both the local communities around the Fort à la Corne property and the broader Saskatchewan economy."

Details of New Arrangements
Under the arrangements announced today, Star Diamond and RTEC have agreed that all expenditures incurred at the Fort à la Corne property between November 9, 2019 and December 31, 2021 are the sole responsibility of RTEC.  These expenditures are expected to amount to approximately $77.4 million (100% basis), which is in addition to the approximately $103.6 million spent by RTEC at the property prior to giving notice on November 9, 2019 that it was exercising its options to joint venture.

Expenditures incurred at the property ("carried interest costs") from and after January 1, 2022 are to be 100% advanced by RTEC in first instance until, among other things: (a) the completion of a feasibility study demonstrating that extraction of diamonds is reasonably justified (economically mineable) and that contemplates the construction and operation of a diamond mining operation having certain minimum requirements, (b) a positive decision has been made to develop such mine, (c) a development program and budget for the construction of such mine has been approved, and (d) public disclosure has been made of the decision to develop such mine.

Star Diamond will have no obligation to fund or contribute to carried interest costs until the commencement of commercial production, which will not occur until after the completion of construction of the diamond mine with it generally operating at certain specified thresholds for 90 days.  Once commercial production has been achieved, Star Diamond will be required to reimburse RTEC for Star Diamond's share (based upon its participating interest in the joint venture) of carried interest costs by the retention by RTEC of a specified portion of the diamonds that Star Diamond would otherwise be entitled to receive if Star Diamond is taking its share of diamonds in kind, or by paying to RTEC a specified portion of the net sale proceeds that would otherwise be received by Star Diamond from the sale of diamonds produced at the mine, in each case until RTEC has been reimbursed for Star Diamond's share of carried interest costs.  Such specified portion of Star Diamond's share of diamonds or net sale proceeds, as applicable, to be used to reimburse RTEC for carried interest costs is 50% during the first year following the commencement of commercial production, 65% during the second year and 80% thereafter, in each case until RTEC has been reimbursed. Star Diamond may prepay these amounts at any time without penalty, and any carried interest costs that have not been reimbursed as of the first anniversary of commercial production will bear interest at prime plus 5%.

Once a decision to develop the mine has been made and publicly announced, Star Diamond will have six months before it is required to begin contributing to its share of capital costs and expenditures incurred for construction of the mine.

In exchange for the foregoing, the respective participating interests of RTEC and Star Diamond in the joint venture have been adjusted to 75% for RTEC and 25% for Star Diamond (from 60% and 40%, respectively).

Star Diamond has also agreed that, prior to it entering into any agreement that will result in the acquisition by any person of more than 50% of the shares of Star Diamond (or any other transaction the result of which allows any person to direct the management and policies of Star Diamond ), RTEC will have a five-business day right to match such acquisition proposal.

As part of the resolution arrangements, Star Diamond and RTEC have agreed to end the litigation that has been ongoing between them and to release each other for prior events.

The arrangements announced today were negotiated on behalf of Star Diamond under the supervision and direction of its special committee of non-management directors that was formed in early 2020.   Upon the recommendation of that special committee, these arrangements were unanimously approved by Star Diamond's board of directors earlier today.

Copies of the Resolution Agreement and the Joint Venture Agreement that have been entered into between Star Diamond and RTEC to give effect to these arrangements are available under Star Diamond's profile on SEDAR at www.sedar.com and will also be posted in Star Diamond's website at www.stardiamondcorp.com .   The summary of the new arrangements outlined above is qualified in its entirety by the full text of these agreements, and reference should be made to these agreements for their 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.

Caution Regarding Forward-looking Statements

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. Forward-looking statements in this press release include, but are not limited to, statements with respect to the Fort à la Corne project, expected expenditures to be incurred by RTEC between November 9, 2019 and December 31, 2021 , 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 and Rio Tinto's current beliefs as well as assumptions made by and information currently available to each of them 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, developments in world diamond markets, changes in diamond prices, risks relating to fluctuations in the Canadian dollar and other currencies relative to the US dollar, changes in exploration, development or mining plans due to exploration results and changing budget priorities of RTEC or Star Diamond , the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks 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 and Rio Tinto consider the assumptions contained in forward-looking statements to be reasonable based on information currently available to them, 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. Rio Tinto is not affirming or adopting any statements attributed to Star Diamond in this release or made by Star Diamond outside of this release. Star Diamond and Rio Tinto do 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

View original content: https://www.newswire.ca/en/releases/archive/December2021/09/c8886.html

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Mountain Province Diamonds Announces First Quarter 2024 Production and Sales Results, Details of First Quarter 2024 Earnings Release and Conference Call

TSX and OTC: MPVD

Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX: MPVD) & (OTC: MPVD) today announces production and sales results for the first quarter ended March 31, 2024 ("the Quarter" or "Q1 2024") from the Gahcho Kué Diamond Mine ("GK Mine"). All figures are expressed in Canadian dollars unless otherwise noted.

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Mountain Province Diamonds Announces Full Year and Fourth Quarter 2023 Results

TSX and OTC: MPVD

Mountain Province Diamonds Inc. (" Mountain Province Diamonds", or the " Company ") (TSX: MPVD) (OTC: MPVD) today announces its financial and operating results for the fourth quarter (" the Quarter " or " Q4 2023 ") and the full year ended December 31, 2023 (" FY 2023 ").

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STAR DIAMOND CORPORATION COMPLETES ACQUISITION OF RIO TINTO'S 75% INTEREST IN FORT À LA CORNE JOINT VENTURE

TSX: DIAM

Star Diamond Corporation (" Star Diamond ") today announced the completion of its previously announced transaction (the " Transaction ") with Rio Tinto  Exploration Canada Inc. (" RTEC ") whereby RTEC has transferred to Star Diamond all of RTEC's 75% interest in the Fort à la Corne diamond project located in central Saskatchewan (the " Project "). Star Diamond now owns 100% of the Project.

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STAR DIAMOND CORPORATION ANNOUNCES 2023 YEAR END RESULTS

TSX: DIAM

Star Diamond Corporation ("Star Diamond" or the "Company") reports that the audited financial results for the year ended December 31, 2023 will be filed today on SEDAR+ and may be viewed at www.sedarplus.ca once posted.

Star Diamond Logo (CNW Group/Star Diamond Corporation)

Overview
Star Diamond Corporation is a Canadian natural resource company focused on exploring and developing Saskatchewan's diamond resources. Star Diamond currently holds, through a joint venture arrangement with Rio Tinto Exploration Canada Inc. ("RTEC"), a wholly-owned subsidiary of Rio Tinto plc, a 25% interest in certain mineral properties (which include the Star – Orion South Diamond Project, or the "Project") within the Fort à la Corne diamond district of central Saskatchewan, Canada . These properties are in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development.

The Company also holds a 50% interest in the exploration and evaluation properties and assets of the Buffalo Hills JV located in north-central Alberta, Canada . Canterra Minerals Corporation ("Canterra") holds the remaining 50% interest. Canterra is the operator of the Buffalo Hills JV.

Fort à la Corne mineral properties
On November 28, 2023 , the Company entered into a binding agreement (the "Agreement") with RTEC, providing for the transfer by RTEC to Star Diamond all of RTEC's 75% interest in 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.

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 $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 $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.

As of the date of this News Release, the Agreement is expected to close in the near future.

Recent activities relating to the Star - Orion South Diamond Project and Fort à la Corne mineral properties
During the first quarter of 2024, Star Diamond continued to work with RTEC and Saskatchewan Ministry of Environment representatives to ensure an orderly close to the Agreement between Star Diamond and RTEC.

Year End Results
For the year ended December 31, 2023 , the Company recorded a net loss of $2.8 million or $0.01 per share (basic and fully diluted) compared to a net loss of $68.8 million or $0.15 per share in 2022. The decrease in net loss year over year was due primarily to the prior year's impairment charge of $66.3 million combined with the mark-to-market loss on the Wescan investment offset by the elimination of the $0.9 million contingent consideration.

At December 31, 2023 , the Company had $0.6 million (2022 – $2.6 million ) in cash and cash equivalents and a working capital deficit of $(0.3) million (2022 - $2.0 million ). The decrease in working capital was a result of administrative and exploration and evaluation expenditures offset by proceeds received from the December 2023 private placement. Subsequent to December 31, 2023 , the Company closed the second and final tranche of a non-brokered private placement. However, the ability of the Company to continue as a going concern and fund its expenses in an orderly manner will require additional forms of financings.

Selected financial highlights include:

Condensed Consolidated Statements of Financial Position

As at

December 31,

2023

As at

December 31,

2022

Current assets

$    0.6 M

$    2.7 M

Exploration and evaluation, investments and other assets

0.6 M

0.4 M

Current liabilities

0.9 M

0.7 M

Non-current liabilities

0.1 M

0.0 M

Shareholders' equity

0.2 M

2.4 M




Consolidated Statements of Loss

Year Ended
December 31,

2023

Year Ended
December 31,

2022

Expenses

$ 3.0 M

$ 3.0 M

Loss before undernoted items

(3.0)M

(3.0)M

Investment in Wescan Goldfields Inc.

(0.0)M

(0.4)M

Contingent consideration

0.0 M

0.9 M

Impairment charge

0.0 M

(66.3)M

Net loss for the year

(3.0)M

(68.8)M

Net loss per share for the year (basic and diluted)

(0.01)

(0.15)




Condensed Consolidated Statements of Cash Flows

Year Ended
December 31,

2023

Year Ended
December 31,

2022

Cash flows used in operating activities

$  (2.3)M

$  (4.9)M

Cash flows from investing activities

0.0 M

0.6 M

Cash flows from financing activities

0.2 M

5.7 M

Net increase (decrease) in cash

(2.1)M

1.3 M

Cash – beginning of year

2.6 M

1.3 M

Cash – end of year

0.6 M

2.6 M

Outlook
Fort à la Corne mineral properties
Subsequent to the successful close of the Agreement with RTEC, Star Diamond's technical team will focus on the technical investigation and evaluation of the Star – Orion South Diamond Project, with the goal of a future development decision. The initial work aims to prepare a revised Mineral Resource estimate for the Star – Orion South Diamond Project, which will form the foundation of an updated Prefeasibility study(" PFS"). The PFS will enable a Feasibility Study, on which a production decision can be based.

Buffalo Hills mineral properties
Management continues to review the recent results from the diamond valuation and typing analysis. A more detailed update on activities at the Buffalo Hills JV will be provided as it becomes available.

About Star Diamond Corporation
Star Diamond Corporation 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 currently holds, through a joint venture arrangement with RTEC, a 25% interest in the Project. The Project is located in central Saskatchewan , in close proximity to established infrastructure, including paved highways and the electrical power grid, which provide significant advantages for future mine development. The Company also holds a 50% interest in the exploration and evaluation properties and assets of the Buffalo Hills JV located in north-central Alberta, Canada . Canterra holds the remaining 50% interest and is the operator of the Buffalo Hills JV.

Technical Information
All technical information in this press release has been prepared under the supervision of George Read , Senior Vice President Corporate Development, Professional Geoscientist in the Provinces of Saskatchewan and British Columbia and Mark Shimell , Vice President Exploration, Professional Geoscientist in the Provinces of Saskatchewan and Alberta , who are the Company's "Qualified Persons" under the definition of NI 43-101.

Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/

Caution Regarding Forward-looking Statements

This press release contains "forward-looking statements" and/or "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable securities legislation. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate" or "believes", or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results, "may", "could", "would", "will", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof. All statements, other than statements of historical fact, are forward-looking statements.

These forward-looking statements are based on Star Diamond's current beliefs as well as assumptions made by and information currently available to Star Diamond 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, statements regarding Rio Tinto Canada, the Company's ability to obtain financing to further the exploration, evaluation and/or development of exploration and evaluation properties in which the Company holds interest, the economic feasibility of any future development projects, developments in world diamond markets, changes in diamond prices, risks relating to fluctuations in the Canadian dollar and other currencies relative to the US dollar, the impact of changes in the laws and regulations regulating mining exploration, development, closure, judicial or regulatory judgments and legal proceedings, operational and infrastructure risks and the additional risks described in Star Diamond's most recently filed Annual Information Form, and annual and interim MDA.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. In addition, forward-looking statements are provided solely for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of our operating environment. Accordingly, readers should not place undue reliance on forward-looking statements.

Forward-looking statements in this news release are made as of the date hereof and Star Diamond assumes no obligation to update any forward-looking statements, except as required by applicable laws.

SOURCE Star Diamond Corporation

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Mountain Province Diamonds Announces Revised Details for Q4 and Full-Year 2023 Earnings Release and Conference Call

TSX and OTC: MPVD

Mountain Province Diamonds Inc. ("Mountain Province", the "Company") (TSX: MPVD) (OTC: MPVD) today announces revised details for its fourth quarter and full-year 2023 earnings release and conference call. The delay in the issuance of fourth quarter and year-end 2023 results is due to the financial audit process not being completed by the planned date.

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STAR DIAMOND APPOINTS EWAN MASON AS ITS PRESIDENT AND CEO

Star Diamond Corp (TSX: DIAM) ("Star Diamond" or the "Company") is pleased to announce that its Board of Directors has appointed Ewan Mason to the position of President and Chief Executive Officer, effective immediately. Mr. Mason has served as Interim President and Chief Executive Officer since January 1, 2023. Mr. Mason will continue to serve as Chair of the Company's Board.

add logo (CNW Group/Star Diamond Corporation)

"We are pleased to name Ewan Mason as the President and CEO of Star Diamond," said Lisa Riley , Lead director of the Board. "Since he was appointed interim CEO in January 2023, Ewan's leadership has been integral in the successful negotiation process and the coming acquisition of Rio Tinto Exploration Canada Inc.'s 75% interest in the Fort à la Corne ("FALC") diamond district. He also continues to build strong relationships with our employees, shareholders and stakeholders, all while maintaining a focus on shareholder value."

"I am honored to accept the CEO position at Star Diamond," said Ewan Mason, President and CEO of Star Diamond. "I am excited about the prospect of an ongoing collaboration with an exceptional team and the future development of the world class diamond project that is FALC".

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.

Stay Connected with Us:
Twitter: https://twitter.com/StarDiamondCorp
LinkedIn: https://www.linkedin.com/company/star-diamond-corp
Facebook: https://www.facebook.com/people/Star-Diamond-Corp/100058096376664/
Instagram: https://www.instagram.com/stardiamondcorp/

Caution Regarding Forward-looking Statements

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 timing for transfer of the Permit to Operate and completion of the transactions that are the subject of the Agreement.

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 MoE's approval processes and 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 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

Cision View original content to download multimedia: http://www.newswire.ca/en/releases/archive/March2024/01/c3453.html

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