Lodestar Metals Announces $500,000 Private Placement, Strategic Share Consolidation and Strengthened Leadership Team

Executive Summary

• Lodestar Metals announces a non‑brokered private placement of up to 6,666,666 post‑consolidation units at C$0.075 each, targeting gross proceeds of up to C$500,000 to fund exploration on the Goldrun Project and working capital.
• The company will consolidate its common shares on a 2‑for‑1 basis, reducing outstanding shares from 47,336,500 to 23,668,250 to improve capital structure and investor appeal.
• New board director Rand Seeman and Strategic Advisor Doug Engdahl are appointed; Jemini1 Finance Inc. engaged for financing support; 1,191,825 post‑consolidation stock options granted to insiders at $0.10 per share.

Key Details

• Offering Structure: Each Post‑Consolidation Unit = 1 post‑consolidation common share + ½ unit purchase warrant (entitles holder to purchase 1 additional share at $0.12 for two years).
• Pricing & Proceeds: Unit price C$0.075; maximum gross proceeds C$500,000 (≈ US$375k).
• Finder’s Fee: Up to 6% cash and 6% unit warrants may be paid to finders.
• Resale Restrictions: Securities subject to a six‑month lock‑up period.
• Acceleration Clause: Expiry date of warrants can accelerate if VWAP ≥ $0.15 for ten consecutive trading days; acceleration notice must be issued within 10 business days after the relevant 20‑day period, with new expiry 30 days thereafter.
• Use of Proceeds: Exploration and drilling on Goldrun Project (Nevada) plus working capital.
• Share Consolidation: 2 pre‑consolidated shares → 1 post‑consolidation share; total shares reduced from 47,336,500 to 23,668,250. No shareholder approval required; pending TSX Venture Exchange acceptance.
• Leadership Appointments:
• Randene Seeman – New Director (25+ years mining & finance experience).
• Doug Engdahl – Strategic Advisor (geologist, CEO of Axiom Group, extensive exploration background).
• Financing Advisory Agreement: Jemini1 Finance Inc. engaged for four months; receives C$5,000 monthly fee plus 250,000 stock options (125,000 options at $0.05 per pre‑consolidation share / $0.10 post‑consolidation), subject to board approval and TSXV policies.
• Stock Option Grants: 1,191,825 post‑consolidation options granted to directors/officers/advisors at $0.10 per share; expire five years from grant date.

Notable Quotes

“This transaction represents a significant step forward as Lodestar positions itself to unlock the vast potential of Nevada's precious metals… The $500K financing strengthens our balance sheet and gives investors a rare opportunity to participate at the very beginning of an exciting discovery story.” – Lowell Kamin, President, CEO & Chairman

Materiality Assessment: Material – Positive (the financing and share consolidation materially affect capital structure and future exploration funding for the junior miner).