(MENAFN- GlobeNewsWire - Nasdaq) - NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES - VANCOUVER, British Columbia, Sept. 30, 2025 (GLOBE NEWSWIRE) -- South Star Battery Metals Corp. (“ South Star ” or the“ Company ”) (TSXV: STS) (OTCQB: STSBF), is pleased to announce a non-brokered private placement of units (the“ Units ”) for gross proceeds of up to C$4.17 million (US$3.0 million) (the“ Unit Offering ”) and a concurrent non-brokered private placement of unsecured convertible notes (the“ Notes ”) for gross proceeds of up to C$2.085 million (US$1.5 million) (the“ Note Offering ”, and together with the Unit Offering, the“ Offerings ”).
Unit Offering
The Company intends to issue up to 27,800,000 Units pursuant to the Unit Offering at a price of C$0.15 per Unit. Each Unit will consist of one common share (a“ Share ”) and one common share purchase warrant (a“ Warrant ”). Each Warrant will entitle the holder to acquire one Share (a“ Warrant Share ”) at a price of C$0.20 per Warrant Share for a period of five (5) years from the closing date, subject to acceleration. The expiry date of the Warrants may be accelerated, at the option of the Company, if at any time after four (4) months following the closing date, the closing price of the Company's common shares on the TSX Venture Exchange (the“ Exchange ”) is at or above C$0.40 for ten (10) consecutive trading days, provided that the Company gives thirty (30) days' prior notice to the holders by news release, in which case all unexercised Warrants will expire at the end of such thirty (30) day period.
Note Offering
Mr. Tiago Cunha, interim CEO, President and a director of the Company, together with his affiliates, have agreed to subscribe for C$2.085 million (US$1.5 million) principal amount of Notes pursuant to the Note Offering. The principal amount of the Notes will automatically convert into units of the Company (the“ Note Units ”) at a price of C$0.15 per Note Unit subject to and effective within fifteen (15) business days of the Company obtaining shareholder approval for the conversion of the Notes (the“ Automatic Conversion Trigger ”). The Note Units will have the same composition and terms as the Units issued in the Unit Offering, consisting of one Share and one Warrant, with each Warrant exercisable into one Warrant Share at C$0.20 for five (5) years, subject to acceleration on the terms described above.
Mr. Tiago Cunha and affiliated entities currently own or control 11,555,552 Shares, representing approximately 18.66% of the Company's issued and outstanding Shares. Accordingly, the conversion of the issuance of the Note Units will result in Mr. Tiago Cunha becoming a control person of the Company and is subject to shareholder approval under the policies of the Exchange. The Company intends to convene a meeting of its shareholders in order to seek such approval.
The Notes will bear interest at 12% per annum, payable in cash on the maturity date (the“ Maturity Date ”), being one year from the closing date, unless earlier converted pursuant to the Automatic Conversion Trigger. If conversion occurs, all accrued but unpaid interest will be payable in cash on the date of conversion. In the absence of such conversion, the principal amount and all accrued but unpaid interest will be repayable in cash on the Maturity Date.
The Notes and the Units will be offered and sold by private placement: (i) in Canada to“accredited investors” and other exempt purchasers under National Instrument 45-106 – Prospectus Exemptions; and (ii) outside of Canada on a basis that does not require qualification or registration of the securities. All securities issued under the Offerings will be subject to statutory hold periods under applicable securities legislation.
Net proceeds are expected to be used for exploration, development, corporate general and administrative expenses and general working capital.
The Company may pay finder's fees in connection with the Offerings, within the limits permitted by the policies of the Exchange. Closing of the Offerings remains subject to customary conditions, including receipt of all necessary corporate and regulatory approvals, including approval of the Exchange. The Offerings are not subject to a minimum aggregate subscription amount.
Insiders, including related parties as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), may participate in the Offerings. As described above, Mr. Tiago Cunha, interim CEO, President and a director of the Company, together with his affiliates, is expected to subscribe for C$2.085 million (US$1.5 million) principal amount of Notes. Such insider participation will constitute a“related party transaction” under MI 61-101. The Company expects this participation to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), as the fair market value of the securities subscribed for will not exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the“ U.S. Securities Act ”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ABOUT SOUTH STAR BATTERY METALS CORP.
South Star is a Canadian battery-metals project developer focused on the selective acquisition and development of near-term production projects in the Americas. South Star's Santa Cruz Graphite Project, located in Southern Bahia, Brazil is the first of a series of industrial- and battery-metals projects that will be put into production. Brazil is the second-largest graphite- producing region in the world with more than 80 years of continuous mining. Santa Cruz has at-surface mineralization in friable materials, and successful large-scale pilot-plant testing (> 30 tonnes) has been completed. The results of the testing show that approximately 65% of graphite concentrate is +80 mesh with good recoveries and 95%-99% graphitic carbon (Cg). With excellent infrastructure and logistics, South Star Phase 1 is ramping up commercial production with first sales shipped in May 2025. Santa Cruz is the first new graphite production in the Americas since 1996.
South Star's second project in the development pipeline is strategically located in Alabama, U.S.A. in the center of a developing electric-vehicle, aerospace, and defense hub in the southeastern United States. The BamaStar Project includes a historic mine active during the First and Second World Wars. The vertically integrated production facilities include a mine and industrial concentrator in Coosa County, AL and a downstream value-add plant in Mobile, AL, which will be upgrading natural flake graphite concentrates from both Santa Cruz and BamaStar mines. A NI 43-101 Preliminary Economic Assessment demonstrates strong economic results with a pre-tax Net Present Value ("NPV8%") of US$2.4B and an Internal Rate of Return ("IRR") of 35%, as well as an after-tax NPV8% US$1.6B with an IRR of 27%. South Star has also received US$3.2 million grant commitment from the US Department of Defense Title III program to advance a feasibility study on the Bamastar project. South Star trades on the TSX Venture Exchange under the symbol STS, and on the OTCQB under the symbol STSBF.
South Star is committed to a corporate culture, project execution plan and safe operations that embrace the highest standards of ESG principles, based on transparency, stakeholder engagement, ongoing education, and stewardship. To learn more, please visit the Company website at .
This news release has been reviewed and approved for South Star by Richard Pearce, P.E., a“Qualified Person” under National Instrument 43-101 and President and CEO of South Star Battery Metals Corp.
On behalf of the South Star Board of Directors,
MR. MARC LEDUC,
CHAIRMAN OF THE BOARD OF DIRECTORS
For additional information, please contact: South Star Investor Relations
South Star Investor Relations
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains“forward-looking statements” within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be“forward-looking statements”.
Forward-looking statements in this press release include, but are not limited to, statements regarding the Offerings, including the terms of the Notes and the Units, the expected use of proceeds, insider participation, the anticipated conversion of the Notes, including the occurrence of the Automatic Conversion Trigger, and the Company's stated intention to convene a shareholder meeting to seek approval for the Note Offering; the receipt of regulatory and corporate approvals, including approval of the TSX Venture Exchange; the anticipated closing of the Offerings; the commencement of production at the Santa Cruz Project; the scaling of operations; the advancement of the Alabama project; and the Company's overall strategy, plans, and future expectations.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to commodity price fluctuations; risks relating to the receipt of shareholder approval for the Note Offering; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Additional information on these and other risk factors can be found in the Company's continuous disclosure documents available under its profile on SEDAR+ at .
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.
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