– NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES –
South Star Battery Metals Corp. (“South Star” or the “Company”) (TSXV: STS,OTC:STSBF) (OTCQB: STSBF) is pleased to announce the closing of the third and final tranche of its previously announced non-brokered private placement of shares (the “Share Offering”) and report the results of its annual general and special meeting (the “AGSM”) held on November 17, 2025 in Vancouver, British Columbia.
AGSM highlights
The Company is pleased to announce that shareholders have approved all matters voted on at the AGSM, including:
- Priscilla Five and Dan Willton, Priscilla;
- the reappointment of MNP LLP as the Company’s auditors;
- the reapproval of the 10% rolling Omnibus Incentive Plan;
- and the approval of the establishment of a new controlling person of the company, namely Tiago Sampaio Cunha and its subsidiaries.
Closing of the third and final tranche
Following the press releases of September 30, 2025, October 10, 2025, October 31, 2025 and November 7, 2025, the Company closed the third and final tranche of its previously announced Unit Offering, with the issuance of 22,744,253 units (the ” Units “) at a price of C$0.15 per unit for gross revenue of C$3,411,638 (approximately US$2,454,416).
Each Unit consists of one common share (a ” Part “) and one ordinary warrant for the purchase of shares (a ” Deposit “). Each Warrant entitles the holder to acquire one additional Share at a price of C$0.20 per Share for a period of five (5) years from the closing date, subject to acceleration. The expiration date of the Warrants may be accelerated, at the option of the Company, if at any time after four (4) months after the closing date the closing price of the Company’s Shares on the TSX Venture Exchange (the “) Stock exchange “) is at or above C$0.40 for ten (10) consecutive trading days, provided that the Company gives holders thirty (30) days’ prior notice by press release.
The securities issued under the third tranche of the Unit Offering are subject to a statutory hold period of four months and one day from the date of issue, in accordance with applicable securities laws. The net proceeds from the share offering will be used for exploration and development activities, general and administrative expenses and working capital. The Unit Offer remains subject to the final approval of the Stock Exchange.
Including the first and second tranches closed on October 10, 2025 and October 31, 2025, the Company raised aggregate gross proceeds of C$6,672,000 (approximately US$4,800,000) under the Unit Offering.
As a result of receiving shareholder approval for the establishment of a new controlling person of the Company at the AGSM, funds under the direction and control of Mr. Tiago Cunha, the Interim Chief Executive Officer and a director of the Company, purchased an additional 12,342,087 Units in the third tranche of the Unit Offering, representing the balance of their investment commitment of C$2,085,000 (approximately US$1.5 million). At the closing of the third and final tranche, the funds under the direction and control of Mr. Tiago Cunha own a total of 25,455,552 shares, or 23.92% of the issued and outstanding shares of the Company. Such insider participation constitutes a ‘related party transaction’ under Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (” MI 61-101 “). The Company relies on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof as the fair market value of the securities subscribed for does not exceed 25% of the market capitalization of the Company.
In connection with the unit offering, the Company paid aggregate finder’s fees of C$258,995 (approximately US$186,328) in cash, including US$178,752 paid to A8 Capital Advisors. The Company also issued 1,987,722 shares to A8 Capital Advisors as a finder’s fee.
This press release does not constitute an offer to sell or the solicitation of an offer to buy 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 ” US securities law “) or any state securities laws and may not be offered or sold within the United States or to US Persons unless registered under the US 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 short-term manufacturing projects in the Americas. South Star’s Santa Cruz Graphite Project, located in South Bahia, Brazil, is the first of a series of industrial and battery metal projects to enter production. Brazil is the second largest graphite producing region in the world, with more than 80 years of continuous mining. Santa Cruz has surface mineralization in friable materials and successful large-scale pilot plant testing (>30 tonnes) has been completed. The results of the tests show that approximately 65% of the graphite concentrate is +80 mesh with good recovery and 95%-99% graphitic carbon (Cg). With excellent infrastructure and logistics, South Star Phase 1 is ramping up commercial production, with first sales shipping in May 2025. Santa Cruz is the first new graphite production in America since 1996.
South Star’s second project in the development pipeline is strategically located in the center of a developing electric vehicle, aerospace and defense hub in Alabama, USA. The BamaStar Project includes a historic mine that was 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 value-added downstream plant in Mobile, AL, which will upgrade natural flake graphite concentrates from both the Santa Cruz and BamaStar mines. A preliminary economic assessment of NI 43-101 shows strong economic performance with a pre-tax net present value (“NPV8%)” of US$2.4 billion and an internal rate of return (“IRR”) of 35%, as well as an after-tax NPV of 8% of US$1.6 billion with an IRR of 27%. South Star has also received a $3.2 million commitment from the U.S. 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. For more information, please visit the company’s website at http://www.southstarbatterymetals.com .
This press release has been reviewed and approved for South Star by Marc Leduc, P. Eng., a “Qualified Person” under National Instrument 43-101 and President 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 more information, please contact: South Star Investor Relations
WARNING STATEMENT
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
FORWARD-LOOKING INFORMATION
This press release contains “forward-looking statements” within the meaning of applicable securities laws. Forward-looking statements relate to information that is based on management’s assumptions, predictions of future results and estimates of amounts that cannot yet be determined. 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, the use of proceeds from unit offerings, the timing and receipt of regulatory approvals, and the company’s overall strategy, plans and future expectations.
Forward-looking statements are subject to a variety of risks and uncertainties that could cause actual events or results to differ from those reflected in the forward-looking statements, including, but not limited to: risks associated with the inability to obtain adequate financing on a timely basis and on acceptable terms; risks associated with the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks associated with maintaining stock exchange listings; risks related to environmental regulations 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 drilling results, the geology, quality and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the possibility of 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 associated with commodity price fluctuations; and other risks and uncertainties relating to the Company’s prospects, properties and operations, as described elsewhere in the Company’s disclosures. Additional information about these and other risk factors can be found in the Company’s continuous disclosure documents, available under its profile on SEDAR+ at www.sedarplus.ca .
Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may differ materially from those described in any forward-looking statements. Investors are cautioned not to place undue emphasis on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company undertakes no obligation to update or revise them to reflect new events or circumstances. Actual events or results may differ materially from the company’s expectations or projections.
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