Lodestar arranges $500,000 private placement

Executive Summary

• Lodestar Metals Corp. announced a non‑brokered private placement of up to 6,666,666 post‑consolidation units at C$0.075 per unit, targeting gross proceeds of up to C$500,000.
• The company will consolidate its common shares on a 2‑for‑1 basis, reducing the share count from 47,336,500 to 23,668,250 post‑consolidation shares.
• New board member Rand Seeman and strategic adviser Doug Engdahl were appointed; Jemini1 Finance Inc. engaged to support investor outreach, and 1,191,825 post‑consolidation stock options were granted to insiders at C$0.10 per share.

Key Details

• Private Placement:
• Up to 6,666,666 post‑consolidation units (each unit = 1 post‑consolidation common share + ½ share purchase warrant).
• Price: C$0.075 per unit → maximum gross proceeds of C$500,000.
• Warrants allow purchase of an additional share at C$0.12 per warrant share for two years; acceleration clause if VWAP ≥ C$0.15 for 10 consecutive trading days.
• Finder’s fee: up to 6 % cash and 6 % warrants.

• Units subject to a six‑month resale restriction.

• Use of Proceeds: Exploration and drilling on the Goldrun project (Nevada) and general working capital.

• Share Consolidation:

• Ratio: 2 pre‑consolidated shares → 1 post‑consolidation share.
• Post‑consolidation share count: 23,668,250 (down from 47,336,500).

• No shareholder approval required; subject to TSX‑V acceptance.

• Leadership Appointments:

• Randene Seeman appointed as director – brings >25 years mining and finance experience, former co‑founder of Eclipse Capital Advisors, involvement with Pristine Lithium and Althea Copper Corp.

• Doug Engdahl appointed strategic adviser – geologist, CEO of Axiom Group, extensive exploration and resource modelling background.

• Engagement of Jemini1 Finance Inc.:

• Effective Sept 29 2025; four‑month term.

• Fee: $5,000 per month plus 250,000 stock options (125,000 post‑consolidation options) at C$0.05 per pre‑consolidation share (C$0.10 per post‑consolidation share).

• Stock Option Grant:

• 1,191,825 post‑consolidation options granted to directors, officers and advisers at C$0.10 per share; expiration 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… By consolidating our shares, we are tightening the capital structure and creating the foundation to attract long‑term, high‑quality investors.” – Lowell Kamin, CEO