On August 6, 2025, Spirit Resources s.a.r.l., a privately owned Luxembourg investment company (Spirit), completed a C$4,000,000 equity investment in Star Diamond Corporation (Star), a TSX listed diamond mining company, acquiring 133,333,333 units (Unit) at a price per Unit of C$0.03 (the Placement). Each Unit comprises one common share of Star and common share purchase warrant of Star. As a result of the Placement, Spirit owns 25.31% of the shares of Star on a non-diluted basis. The Placement required approval by the shareholders of Star, including to terminate a shareholder rights plan which would otherwise have been triggered as a result of the Placement.
As part of the Placement, Spirit entered into an investor rights agreement with Star pursuant to which it has, among other things, director appointment and pre-emptive rights, subject to satisfaction of certain conditions set out therein. On completion of the Placement, Star repaid a C$800,000 loan to Spirit, which had been issued to Star upon signing of the Placement documentation in May 2025 (Loan).
Fasken advised Spirit on the Placement and the Loan, as well as the ancillary documentation, with a team led by Al Gourley, and included Jodi Katz, Richard Steinberg, Danuta de Vries, Stephen Vincelli and Carlie Hooman.
Jurisdictions
- Ontario
- Luxembourg
