South Star Announces Closing of Final Tranche of Private Placement and Announces AGSM Results

Executive Summary

• South Star Battery Metals Corp. closed the third and final tranche of its non‑brokered private placement, issuing 22,744,253 units at C$0.15 each for gross proceeds of C$3.41 million (≈US$2.45 million).
• The Annual General & Special Meeting approved re‑election of directors, auditor re‑appointment, continuation of the 10% rolling Omnibus Incentive Plan, and creation of a new control person (Tiago Sampaio Cunha).
• Net proceeds will be used for exploration and development activities, general & administrative expenses, and working capital; total gross proceeds from all three tranches now equal C$6.672 million (≈US$4.8 million).

Key Details

• Units Issued – Third Tranche: 22,744,253 units (each unit = 1 common share + 1 warrant).
• Pricing & Proceeds: C$0.15 per unit; gross proceeds C$3,411,638 (≈US$2,454,416).
• Warrant Terms: Right to purchase one additional share at C$0.20 for five years; acceleration possible if TSX‑V price ≥ C$0.40 for ten consecutive trading days after four months, with 30‑day notice.
• Statutory Hold Period: Four months and one day from issuance.
• Total Offering Proceeds (all tranches): C$6,672,000 (≈US$4,800,000).
• Insider Participation: Tiago Cunha’s controlled funds purchased 12,342,087 units in this tranche, fulfilling a C$2.085 million commitment; now hold 25,455,552 shares (23.92% of outstanding shares). Treated as a related‑party transaction under MI 61‑101 with exemption from formal valuation and minority approval.
• Finder’s Fees Paid: C$258,995 total cash fees (including US$178,752 to A8 Capital Advisors) plus issuance of 1,987,722 shares to A8 Capital Advisors as additional finder compensation.
• AGSM Approvals: Re‑election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, Dan Wilton; re‑appointment of MNP LLP as auditors; continuation of 10% rolling Omnibus Incentive Plan; approval of new control person (Tiago Sampaio Cunha).
• Use of Proceeds: Exploration and development activities, general & administrative expenses, working capital.

Notable Quotes

(No direct quotes were provided in the release.)