South Star closes $828,227 first tranche of placement

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 each for gross proceeds of $828,227 (≈ US$595,847).
• Each unit includes one common share and one warrant (exercise price C$0.20, five‑year term, with acceleration provisions).
• Insider participation totals 2,007,912 units; funds directed/controlled by interim CEO Tiago Cunha purchased 1,557,912 units, giving Cunha control of ~19.9% of outstanding shares pending shareholder approval.

Key Details

• Units Issued: 5,521,512
• Price per Unit: C$0.15
• Gross Proceeds: $828,227 (≈ US$595,847)
• Unit Composition: 1 common share + 1 common share purchase warrant
• Warrant Terms: Exercise price C$0.20; expires five years from closing; may be accelerated if TSX‑V price ≥ C$0.40 for 10 consecutive trading days after four months, 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.
• Additional Tranches: Company expects to close one or more further tranches in coming weeks, subject to customary conditions and exchange approval.
• Note Offering Cancellation: Previously announced convertible‑note placement (up to $2.085 M) is cancelled; funds from that commitment will instead purchase units, increasing total offering size to up to $6.255 M (≈ US$4.5 M).
• Insider Participation: 2,007,912 units purchased in first tranche; includes 1,557,912 units by Cunha‑controlled funds (19.9% share ownership).
• Related‑Party Transaction: Qualifies as a related‑party transaction under MI 61‑101; company relies on exemption because fair market value ≤ 25% of market cap.
• Shareholder Meeting: Planned for ~Nov 17, 2025 to seek approval for Cunha to become a control person.
• Future Commitment: Upon shareholder approval, Cunha’s funds will purchase an additional 12,342,088 units (remaining portion of $2.085 M commitment).
• Other Offering Note: No further tranches will be pursued for the prior unit offering announced on June 4, 2025.

Notable Quotes

(No direct quotes were provided in the release.)