South Star Announces Closing of First Tranche of Non-Brokered Private Placement of Units

Executive Summary

• South Star Battery Metals Corp. closed the first tranche of its non‑brokered private placement, issuing 5,521,512 units at C$0.15 per unit for gross proceeds of C$828,227 (≈ US$595,847).
• The offering was expanded to a total potential size of up to C$6.255 million (≈ US$4.5 million) after the previously announced convertible‑note financing was cancelled and redirected into units.
• Insiders purchased 2,007,912 units in this tranche, including 1,557,912 units bought by funds directed and controlled by Interim CEO Tiago Cunha, giving him control of ~19.9% of outstanding shares; a shareholder meeting is planned around November 17, 2025 to approve his status as a control person.

Key Details

• Units issued: 5,521,512 (each unit = 1 common share + 1 warrant).
• Price per unit: C$0.15.
• Gross proceeds (first tranche): C$828,227 (≈ US$595,847).
• 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 10 consecutive trading days after four months from closing, with 30‑day notice.
• Statutory hold period: Four months and one day from issuance.
• Use of proceeds: Exploration & development activities, general & administrative expenses, working capital.
• Expansion of offering: Total size increased to up to C$6.255 million (≈ US$4.5 million) after cancellation of the C$2.085 million convertible‑note offering.
• Insider participation: 2,007,912 units purchased in first tranche; Tiago Cunha’s funds bought 1,557,912 units (19.9% control).
• Shareholder approval: Meeting anticipated ~Nov 17, 2025 to seek approval for Tiago Cunha as a control person; upon approval, additional 12,342,088 units will be purchased to complete his C$2.085 million commitment.
• Related‑party transaction: Treated as “related party” under MI 61‑101; exemption relied on because fair market value ≤ 25% of market cap.
• Future tranches: Company expects one or more additional tranches in coming weeks, subject to customary conditions and Exchange approval.
• Cancellation notice: No further tranches will be pursued for the earlier unit offering announced June 4, 2025.

Notable Quotes

(No direct CEO/President quotes were included in the release.)