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– NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES –
South Star Battery Metals Corp. (” South Star ” or the ” Firm “) (TSXV: STS,OTC:STSBF) (OTCQB: STSBF) is happy to announce the closing of its third and ultimate tranche of the beforehand introduced non-brokered non-public placement of models (the ” Unit Providing “) and to report the outcomes of its Annual Normal and Particular Assembly (the ” AGSM “) held on November 17, 2025 in Vancouver, British Columbia.
AGSM Highlights
The Firm is happy to announce that shareholders accredited all issues voted on on the AGSM, together with:
- the re-election of Marc Leduc, Tiago Cunha, Priscilla Lima and Dan Wilton;
- the re-appointment of MNP LLP as auditors of the Firm;
- the re-approval of the ten% rolling Omnibus Incentive Plan;
- and the approval of the creation of a brand new management particular person of the Firm, being Tiago Sampaio Cunha and his associates.
Closing of Third and Last Tranche
Additional to its information releases dated September 30, 2025, October 10, 2025, October 31, 2025 and November 7, 2025, the Firm has closed the third and ultimate tranche of its beforehand introduced Unit Providing, issuing 22,744,253 models (the ” Models “) at a worth of C$0.15 per Unit for gross proceeds of C$3,411,638 (roughly US$2,454,416).
Every Unit consists of 1 widespread share (a ” Share “) and one widespread share buy warrant (a ” Warrant “). Every Warrant entitles the holder to accumulate one further Share at a worth of C$0.20 per Share for a interval of 5 (5) years from the deadline, topic to acceleration. The expiry date of the Warrants could also be accelerated, on the choice of the Firm, if at any time after 4 (4) months following the deadline, the closing worth of the Firm’s Shares on the TSX Enterprise Trade (the ” Trade “) is at or above C$0.40 for ten (10) consecutive buying and selling days, supplied that the Firm offers thirty (30) days’ prior discover to the holders by information launch.
The securities issued below the third tranche of the Unit Providing are topic to a statutory maintain interval of 4 months and someday from the date of issuance in accordance with relevant securities legal guidelines. Internet proceeds from the Unit Providing might be used for exploration and growth actions, normal and administrative bills, and dealing capital. The Unit Providing stays topic to ultimate approval of the Trade.
Together with the primary and second tranches closed on October 10, 2025 and October 31, 2025, the Firm raised whole gross proceeds of C$6,672,000 (roughly US$4,800,000) below the Unit Providing.
Because of receiving shareholder approval of the creation of a brand new management particular person of the Firm on the AGSM, funds directed and managed by Mr. Tiago Cunha, the Interim Chief Government Officer and a director of the Firm, bought a further 12,342,087 Models within the third tranche of the Unit Providing, representing the steadiness of their C$2,085,000 (roughly US$1.5 million) funding dedication. At closing of the third and ultimate tranche, funds directed and managed by Mr. Tiago Cunha personal an mixture of 25,455,552 Shares, or 23.92% of the Firm’s issued and excellent Shares. Such insider participation constitutes a “associated occasion transaction” below Multilateral Instrument 61-101 – Safety of Minority Safety Holders in Particular Transactions (” MI 61-101 “). The Firm is counting on exemptions from the formal valuation and minority shareholder approval necessities of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, because the honest market worth of the securities subscribed for doesn’t exceed 25% of the Firm’s market capitalization.
In reference to Unit Providing, the Firm paid mixture finder’s charges of C$258,995 (roughly US$186,328) in money, together with US$178,752 paid to A8 Capital Advisors. The Firm additionally issued 1,987,722 Shares to A8 Capital Advisors as a finder’s charge.
This information launch doesn’t represent a suggestion to promote or a solicitation of a suggestion to purchase any of the securities in the USA. The securities haven’t been and won’t be registered below the USA Securities Act of 1933, as amended (the ” U.S. Securities Act “) or any state securities legal guidelines and will not be provided or offered inside the USA or to U.S. Individuals except registered below the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is offered.
ABOUT South Star Battery Metals CORP.
South Star is a Canadian battery-metals challenge developer centered on the selective acquisition and growth of near-term manufacturing tasks within the Americas. South Star’s Santa Cruz Graphite Undertaking, positioned in Southern Bahia, Brazil is the primary of a sequence of industrial- and battery-metals tasks that might be put into manufacturing. Brazil is the second-largest graphite- producing area on this planet with greater than 80 years of steady mining. Santa Cruz has at-surface mineralization in friable supplies, and profitable large-scale pilot-plant testing (> 30 tonnes) has been accomplished. The outcomes of the testing present that roughly 65% of graphite focus is +80 mesh with good recoveries and 95%-99% graphitic carbon (Cg). With glorious infrastructure and logistics, South Star Section 1 is ramping up business manufacturing with first gross sales shipped in Could 2025. Santa Cruz is the primary new graphite manufacturing within the Americas since 1996.
South Star’s second challenge within the growth pipeline is strategically positioned within the middle of a creating electric-vehicle, aerospace, and protection hub in Alabama, U.S.A. The BamaStar Undertaking features a historic mine energetic in the course of the First and Second World Wars. The vertically built-in manufacturing services embrace a mine and industrial concentrator in Coosa County, AL and a downstream value-add plant in Cell, AL, which might be upgrading pure flake graphite concentrates from each Santa Cruz and BamaStar mines. A NI 43-101 Preliminary Financial Evaluation demonstrates robust financial outcomes with a pre-tax Internet Current Worth (“NPV8%”) of US$2.4 billion and an Inside Fee of Return (“IRR”) of 35%, in addition to an after-tax NPV8% US$1.6 billion with an IRR of 27%. South Star has additionally obtained US$3.2 million grant dedication from the US Division of Protection Title III program to advance a feasibility research on the BamaStar challenge. South Star trades on the TSX Enterprise Trade below the image STS, and on the OTCQB below the image STSBF.
South Star is dedicated to a company tradition, challenge execution plan and secure operations that embrace the best requirements of ESG rules, based mostly on transparency, stakeholder engagement, ongoing training, and stewardship. To study extra, please go to the Firm web site at http://www.southstarbatterymetals.com .
This information launch has been reviewed and accredited for South Star by Marc Leduc, P. Eng., a “Certified Individual” below Nationwide Instrument 43-101 and Chairman of South Star Battery Metals Corp.
On behalf of the South Star Board of Administrators,
MR. MARC LEDUC,
CHAIRMAN OF THE BOARD OF DIRECTORS
For added info, please contact: South Star Investor Relations
CAUTIONARY STATEMENT
Neither the TSX Enterprise Trade nor its Regulation Companies Supplier (as that time period is outlined in insurance policies of the TSX Enterprise Trade) accepts duty for the adequacy or accuracy of this press launch.
FORWARD-LOOKING INFORMATION
This press launch accommodates “forward-looking statements” throughout the which means of relevant securities laws. Ahead-looking statements relate to info that’s based mostly on assumptions of administration, forecasts of future outcomes, and estimates of quantities not but determinable. Any statements that categorical predictions, expectations, beliefs, plans, projections, goals, assumptions or future occasions or efficiency should not statements of historic reality and could also be “forward-looking statements”.
Ahead-looking statements on this press launch embrace, however should not restricted to, using proceeds from the Unit Providing, the timing and receipt of regulatory approvals, and the Firm’s total technique, plans, and future expectations.
Ahead-looking statements are topic to quite a lot of dangers and uncertainties which might trigger precise occasions or outcomes to vary from these mirrored within the forward-looking statements, together with, with out limitation: dangers associated to failure to acquire satisfactory financing on a well timed foundation and on acceptable phrases; dangers associated to the end result of authorized proceedings; political and regulatory dangers related to mining and exploration; dangers associated to the upkeep of inventory change listings; dangers associated to environmental regulation and legal responsibility; the potential for delays in exploration or growth actions or the completion of feasibility research; the uncertainty of profitability; dangers and uncertainties referring to the interpretation of drill outcomes, the geology, grade and continuity of mineral deposits; dangers associated to the inherent uncertainty of manufacturing and value estimates and the potential for surprising prices and bills; outcomes of prefeasibility and feasibility research, and the chance that future exploration, growth or mining outcomes is not going to be in keeping with the Firm’s expectations; dangers associated to commodity worth fluctuations; and different dangers and uncertainties associated to the Firm’s prospects, properties and enterprise detailed elsewhere within the Firm’s disclosure document. Further info on these and different threat elements will be discovered within the Firm’s steady disclosure paperwork obtainable below its profile on SEDAR+ at www.sedarplus.ca .
Ought to a number of of those dangers and uncertainties materialize, or ought to underlying assumptions show incorrect, precise outcomes might range materially from these described in forward-looking statements. Traders are cautioned in opposition to attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Firm doesn’t assume any obligation to replace or revise them to mirror new occasions or circumstances. Precise occasions or outcomes might differ materially from the Firm’s expectations or projections.
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