Stornoway Completes Acquisition of a 50% Interest in the Renard Diamond Project

Lawyers Amar Leclair-Ghosh, Steve Malas, Amélie Métivier, Catherine S. Simard, Miguel Manzano, Derek G. Chiasson, Martin Thériault

Acted as counsel to Stornoway Diamond Corporation (“Stornoway”), one of Canada's leading diamond exploration and development companies, in connection with the acquisition on April 1, 2011 of the 50% interest of Diaquem Inc. (“Diaquem”), an indirect wholly-owned subsidiary of Investissement Québec (“IQ”) (formerly Société générale de financement du Québec), in the Renard Diamond Project (“Renard”), Stornoway's feasibility-stage diamond project in north-central Québec (the “Acquisition”).

Upon closing of the Acquisition, Stornoway acquired sole ownership of Renard and issued to Diaquem, on a private placement basis, common voting shares equal to 25% of its issued and outstanding common shares, and newly-created non-voting convertible shares such that Diaquem's total interest in Stornoway (if such convertible shares were fully converted for common shares) would be equal to 37% of the issued and outstanding common shares of Stornoway. In addition to becoming a significant shareholder of Stornoway, Diaquem was granted a direct royalty interest on future diamond production. In conjunction with the Acquisition, IQ agreed to enter into a credit support agreement with Stornoway with respect to future project debt financing of a minimum of $100 million.

Stornoway and its subsidiaries Stornoway Diamonds (Canada) Inc. and Ashton Mining of Canada Inc. were represented by Norton Rose Canada LLP, with a team led by Amar Leclair-Ghosh and Steve Malas (Corporate/M&A and Securities), and including Karine Fadous, Gillett Bradley, Amélie Métivier and Catherine Simard (Corporate/M&A and Securities), Miguel Manzano (Real Estate and Mining), Derek Chiasson (Tax) and Martin Theriault (Banking and Debt Finance).

The Acquisition provided as a condition to closing that Stornoway complete an equity financing for gross proceeds of $35 million (the “Equity Financing”). On January 6, 2011, Stornoway issued 57,400,000 common shares at a price of $0.61 per common share for aggregate gross proceeds of $35 million pursuant to a short form prospectus. The offering was made on a bought-deal basis through a syndicate of underwriters led by RBC Capital Markets Ltd., that also and including Desjardins Securities Inc., BMO Nesbitt Burns Inc. and Canaccord Genuity Corp. Acting for Stornoway on the Equity Financing were Steve Malas and Amélie Métivier (Corporate Finance and Securities) of Norton Rose Canada LLP.

The Acquisition was also subject to approval by Stornoway shareholders, which was obtained at a special meeting held on February 10, 2011. Norton Rose Canada LLP advised Stornoway in connection with the special meeting with a team comprised of Amar Leclair-Ghosh, Steve Malas and Karine Fadous.