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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 that, additional to its information launch dated September 30, 2025, it has closed the primary tranche of its beforehand introduced non-brokered non-public placement of items (the ” Unit Providing “), issuing 5,521,512 items (the ” Items “) at a value of C$0.15 per Unit for gross proceeds of C$828,227 (roughly US$595,847).
Every Unit consists of 1 widespread share (a ” Share “) and one widespread share buy warrant (a ” Warrant “). Every Warrant entitles the holder to amass one extra Share at a value of C$0.20 per Share for a interval of 5 (5) years from the cut-off date, topic to acceleration. The expiry date of the Warrants could also be accelerated, on the possibility of the Firm, if at any time after 4 (4) months following the cut-off date, the closing value of the Firm’s widespread shares on the TSX Enterprise Trade (the ” Trade “) is at or above C$0.40 for ten (10) consecutive buying and selling days, offered that the Firm offers thirty (30) days’ prior discover to the holders by information launch.
The securities issued underneath the primary tranche of the Unit Providing are topic to a statutory maintain interval of 4 months and at some point from the date of issuance in accordance with relevant securities legal guidelines. Internet proceeds from the Unit Providing will probably be used for exploration and growth actions, normal and administrative bills, and dealing capital. The primary tranche of the Unit Providing stays topic to last approval of the Trade.
The Firm anticipates closing a number of extra tranches of the Unit Providing within the coming weeks, the closing of which stay topic to customary situations, together with the receipt of all crucial company and regulatory approvals, together with approval of the Trade.
The Firm beforehand introduced on September 30, 2025 that sure funds directed and managed by Mr. Tiago Cunha, Interim CEO, President and a director of the Firm, agreed to finish a non-brokered non-public placement of convertible notes for gross proceeds of as much as C$2.085 million (US$1.5 million) (the ” Notice Providing “). The Firm will not be continuing with the Notice Providing and the funds have as an alternative agreed to buy C$2.085 million (US$1.5 million) of Items underneath the phrases of the Unit Providing. Consequently, the Firm has elevated the scale of the Unit Providing to as much as C$6,255,000 (US$4.5 million).
Funds directed and managed by Mr. Tiago Cunha bought 1,557,912 Items within the first tranche of the Unit Providing, leading to Mr. Tiago Cunha having path and management of 19.9% of the Firm’s issued and excellent shares. The Firm intends to carry a shareholder assembly on or about November 17, 2025 to hunt approval of shareholders for Mr. Tiago Cunha to grow to be a management individual of the Firm in accordance with the necessities of the Trade. Topic to and upon receipt of such shareholder approval, the funds directed and managed by Mr. Tiago Cunha will full the acquisition of an extra 12,342,088 Items, representing the steadiness of their C$2.085 million (US$1.5 million) funding dedication.
Insiders of the Firm bought an mixture of two,007,912 Items within the first tranche of the Unit Providing (together with the 1,557,912 Items bought by funds directed and managed by Mr. Tiago Cunha). Such insider participation constitutes a “associated social gathering transaction” underneath 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 truthful market worth of the securities subscribed for doesn’t exceed 25% of the Firm’s market capitalization.
The Firm additionally proclaims that it’s going to not be continuing with any additional tranches of the Firm’s prior providing of items initially introduced on June 4, 2025.
This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any of the securities in the USA. The securities haven’t been and won’t be registered underneath the USA Securities Act of 1933, as amended (the ” U.S. Securities Act “) or any state securities legal guidelines and is probably not provided or offered inside the USA or to U.S. Individuals until registered underneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is accessible.
ABOUT South Star Battery Metals CORP.
South Star is a Canadian battery-metals undertaking developer centered on the selective acquisition and growth of near-term manufacturing initiatives within the Americas. South Star’s Santa Cruz Graphite Venture, positioned in Southern Bahia, Brazil is the primary of a sequence of industrial- and battery-metals initiatives that will probably be put into manufacturing. Brazil is the second-largest graphite- producing area on the earth 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 wonderful infrastructure and logistics, South Star Section 1 is ramping up industrial 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 undertaking 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 Venture features a historic mine lively through the First and Second World Wars. The vertically built-in manufacturing amenities embody a mine and industrial concentrator in Coosa County, AL and a downstream value-add plant in Cellular, AL, which will probably 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 Inner 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 acquired US$3.2 million grant dedication from the US Division of Protection Title III program to advance a feasibility examine on the BamaStar undertaking. South Star trades on the TSX Enterprise Trade underneath the image STS, and on the OTCQB underneath the image STSBF.
South Star is dedicated to a company tradition, undertaking execution plan and secure operations that embrace the best requirements of ESG ideas, 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 authorized for South Star by Marc Leduc, P. Eng., a “Certified Particular person” underneath 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 extra info, please contact: South Star Investor Relations
South Star Investor Relations
CAUTIONARY STATEMENT
Neither the TSX Enterprise Trade nor its Regulation Providers 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” inside the that 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, aims, assumptions or future occasions or efficiency should not statements of historic truth and could also be “forward-looking statements”.
Ahead-looking statements on this press launch embody, however should not restricted to, the completion of subsequent tranches of the Unit Providing, the anticipated gross proceeds and using proceeds therefrom, the potential creation of a brand new management individual, the timing and receipt of shareholder and regulatory approvals, and the Firm’s general technique, plans, and future expectations.
Ahead-looking statements are topic to a wide range 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 sufficient 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 price estimates and the potential for sudden prices and bills; outcomes of prefeasibility and feasibility research, and the likelihood that future exploration, growth or mining outcomes is not going to be according to the Firm’s expectations; dangers associated to commodity value fluctuations; dangers referring to the receipt of shareholder approval for the Notice Providing; and different dangers and uncertainties associated to the Firm’s prospects, properties and enterprise detailed elsewhere within the Firm’s disclosure report. Further info on these and different threat components might be discovered within the Firm’s steady disclosure paperwork out there underneath 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 could range materially from these described in forward-looking statements. Traders are cautioned towards 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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