South Star shareholders approve AGM resolutions

Executive Summary

• South Star Battery Metals Corp. closed the third and final tranche of its non-brokered private placement, raising $3.41 million CAD, bringing total gross proceeds to $6.67 million CAD.
• Shareholders approved all matters at the Annual General and Special Meeting (AGSM), including director re-elections, auditor reappointment, and the creation of a new control person (Tiago Cunha).
• Tiago Cunha’s affiliated funds purchased the remaining balance of their $2.085 million commitment, increasing their ownership to 23.92% of issued and outstanding shares, constituting a related party transaction.

Key Details

• Financing Structure:
  • Tranche 3 Closing: Issued 22,744,253 units at $0.15 CAD per unit.
  • Gross Proceeds (Tranche 3): $3,411,638 CAD (~$2,454,416 USD).
  • Total Gross Proceeds: $6,672,000 CAD (~$4.8 million USD) across all three tranches (closed Oct 10, Oct 31, and Nov 2025).
  • Unit Composition: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant allows acquisition of one additional share at $0.20 CAD per share for five years.
  • Warrant Acceleration: Expiry may be accelerated if share price is at or above $0.40 CAD for 10 consecutive trading days (after 4 months), with 30 days' notice.
  • Hold Period: 4 months and 1 day statutory hold period.
  • Use of Proceeds: Exploration and development activities, general and administrative expenses, and working capital.
• Insider Participation & Control:
  • Tiago Sampaio Cunha (Interim CEO and Director) and affiliates purchased 12,342,553 units in the third tranche to fulfill the balance of their $2,085,000 CAD investment commitment.
  • Post-closing, Mr. Cunha’s affiliated funds own 25,455,552 shares, representing 23.92% of the company's issued and outstanding shares.
  • This constitutes a related party transaction under Multilateral Instrument 61-101; exemptions from formal valuation and minority shareholder approval were relied upon as the fair market value does not exceed 25% of market capitalization.
• Finder’s Fees:
  • Aggregate cash fees paid: $258,995 CAD (~$186,328 USD).
  • Specific payment to A8 Capital Advisors: $178,752 USD in cash plus 1,987,722 shares.
• AGSM Results:
  • Shareholders approved the re-election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, and Dan Wilton.
  • Reappointed MNP LLP as auditor.
  • Reapproved the 10-percent rolling omnibus incentive plan.
  • Approved the creation of Tiago Sampaio Cunha and his affiliates as a new control person.

Notable Quotes

• None explicitly quoted in the text; however, the release notes the company is "pleased" with shareholder approval and highlights the strategic importance of the BamaStar project and Santa Cruz production.