04:42:08 EDT Sat 20 Apr 2024
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Turquoise Capital qualifying transaction, resumption

2017-04-24 21:15 ET - Qualifying Transaction

The TSX Venture Exchange has accepted for filing Turquoise Capital Corp.'s qualifying transaction described in its filing statement dated March 29, 2017. As a result, at the opening on Tuesday, April 25, 2017, the company will no longer be considered a capital pool company. The qualifying transaction includes the following.

The company acquired all the issued and outstanding shares of Five Star Diamond Ltd. (BVI) by way of a three-cornered merger and issued 101,287,345 common shares to the securityholders of Five Star, not including those issued pursuant to the financing. On the closing of transaction, the company changed its name to Five Star Diamonds Ltd. Under the transaction, all securityholders of Five Star exchanged their ordinary shares of Five Star for common shares in the capital of the company on a 1:1 basis.

As a result of the transaction, a total of 66,184,831 resulting issuer common shares are escrowed pursuant to an exchange Tier 1 surplus escrow and 1,777,442 resulting issuer common shares are subject to the CPC (capital pool company) escrow agreement. In addition, 10 million resulting issuer common shares are subject to exchange seed share resale restrictions.

The resulting issuer is classified as a diamond mining issuer (NAICS No. 212392).

For further information, please refer to the company's filing statement dated March 29, 2017, available on SEDAR.

Further to the TSX Venture Exchange bulletin dated June 26, 2015, trading in the securities of the resulting issuer will reinstated at the opening on Tuesday, April 25, 2017.

Effective at the opening on Tuesday, April 25, 2017, the trading symbol for the company will change from TQC.H to STAR.

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