South Star Battery closes second tranche of financing

Executive Summary

• South Star Battery Metals Corp. has closed the second tranche of its non-brokered private placement, raising $2,432,135 CAD in gross proceeds.
• The company has now raised a total of $3,260,362 CAD across two tranches, with additional tranches anticipated in the coming weeks.
• The offering includes insider participation and is linked to a pending shareholder vote regarding the control person status of interim CEO Tiago Cunha.

Key Details

• Transaction Structure: Non-brokered private placement of units.
• Second Tranche Specifics:
  • Units Issued: 16,214,234 units.
  • Price: 15 Canadian cents per unit.
  • Gross Proceeds: $2,432,135 CAD (approx. $1,749,737 USD).
  • Components: Each unit consists of one common share and one common share purchase warrant.
  • Warrant Terms: Each warrant allows the acquisition of one additional share at $0.20 CAD per share for five years.
  • Acceleration Clause: Warrants may be accelerated if the share price closes at or above $0.40 CAD for 10 consecutive trading days (starting 4 months post-closing), with 30 days' notice.
  • Hold Period: Statutory hold period of four months and one day.
• Total Financing:
  • Including the first tranche (closed Oct. 10, 2025), total gross proceeds are $3,260,362 CAD (approx. $2,345,584 USD).
• Use of Proceeds: Exploration and development activities, general and administrative expenses, and working capital.
• Finders' Fees: Aggregate fees of $10,530 CAD (approx. $7,576 USD) paid in connection with the second tranche.
• Insider Participation: Insiders purchased an aggregate of 4,226,667 units in the second tranche. This constitutes a related party transaction under MI 61-101, relying on exemptions from formal valuation and minority shareholder approval as the value does not exceed 25% of market capitalization.
• Future Tranches & Shareholder Approval:
  • The company anticipates closing one or more additional tranches in the coming weeks.
  • A shareholders meeting is scheduled for or about Nov. 17, 2025, to approve Tiago Cunha (interim CEO and director) as a control person.
  • Upon approval, Mr. Cunha’s entity will purchase an additional 12,342,088 units, fulfilling the balance of a $2,085,000 CAD investment commitment.
• Regulatory Status: The second tranche remains subject to final approval of the TSX Venture Exchange.

Notable Quotes

• None explicitly provided in the text.