South Star Announces Non-Brokered Private Placements

Executive Summary

• South Star Battery Metals Corp. announced a non‑brokered private placement to raise up to C$4.17 million from the sale of units and an additional C$2.085 million from unsecured convertible notes.
• Each unit consists of one common share and one warrant (exercise price C$0.20, five‑year term) priced at C$0.15; the notes bear 12% annual interest and will automatically convert into identical units upon shareholder approval.
• Proceeds are earmarked for exploration, development, corporate G&A expenses and working capital, providing material financing to advance the Santa Cruz Graphite Project and the BamaStar project pipeline.

Key Details

• Unit Offering:
• Up to 27,800,000 units at C$0.15 per unit → gross proceeds of up to C$4.17 million (US$3.0 M).
• Each unit = 1 common share + 1 warrant.

• Warrant terms: exercise price C$0.20 per share; exercisable for five years; may be accelerated if TSX‑V price ≥ C$0.40 for ten consecutive trading days after four months from closing (30‑day notice required).

• Convertible Note Offering:

• Principal amount of C$2.085 million (US$1.5 M) subscribed by interim CEO Tiago Cunha and affiliates.
• Interest: 12% per annum, payable in cash on the maturity date (one year from closing) or at conversion.
• Automatic conversion trigger: shareholder approval; notes convert into “Note Units” at C$0.15 per unit within 15 business days of approval.

• Note Units have identical composition and warrant terms as the units sold in the Unit Offering.

• Insider Participation:

• Tiago Cunha currently controls ~18.66% (11,555,552 shares). Conversion would make him a control person; transaction subject to shareholder approval per TSX‑V policies.

• Use of Proceeds:

• Exploration and development of existing projects (Santa Cruz Graphite Project, BamaStar Project).

• General corporate, administrative expenses and working capital.

• Regulatory & Closing Conditions:

• Offerings made to accredited investors in Canada under NI 45‑106 and to non‑Canadian investors on an exempt basis.
• Subject to customary closing conditions, including receipt of all required corporate and regulatory approvals (e.g., TSX‑V).

• No minimum aggregate subscription amount; statutory hold periods will apply.

• Finder’s Fees:

• Company may pay finder’s fees within limits permitted by exchange policies.

Notable Quotes

(No direct quotes were included in the release.)