– NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWS SERVICES –
VANCOUVER, British Columbia, November 21, 2025 (GLOBE NEWSWIRE) — South Star Battery Metals Corp. (“Southern Star” or “Company“) (TSXV: STS) (OTCQB: STSBF) is pleased to announce the closing of the third and final tranche of its previously announced non-brokered private placement of units (“Unit offer“) and report the results of its annual general and special meetings (“AGM“), held on November 17, 2025 in Vancouver, British Columbia.
Highlights of the AGM
The Company is pleased to announce that shareholders approved all issues raised at the annual meeting, including:
- Priscilla Five and Dan Wilton, Priscilla;
- reappointment of MNP LLP as auditors of the Company;
- reauthorization of a 10 percent rolling bus incentive plan;
- and approval of the creation of a new controlling entity of the Company in the person of Thiago Sampaio Cunha and his affiliates.
Closing of the third and final tranche
Pursuant to its press releases dated 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 equity offering by issuing 22,744,253 units (“Units” priced at C$0.15 per unit for gross proceeds of C$3,411,638 (approximately US$2,454,416).
Each Unit consists of one ordinary share (“Share“) and one warrant to purchase a common share (“Order“). Each warrant entitles the holder to purchase 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 Company's option, if at any time after the expiration of four (4) months after the closing date the closing price of the Company Shares on the TSX Venture Exchange (“Exchange» is or exceeds C$0.40 for ten (10) consecutive trading days, provided that the Company provides thirty (30) days' prior notice to holders by press release.
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 unit offering will be used for exploration and development activities, general and administrative expenses and working capital. The offering of units remains subject to the final approval of the Exchange.
Including the first and second tranches closed on October 10, 2025 and October 31, 2025, the Company has raised total gross proceeds of C$6,672,000 (approximately US$4,800,000) in the Unit Offering.
As a result of receiving shareholder approval for the creation of a new controlling entity of the Company at the AGM, the funds managed and controlled by Mr. Thiago Cunha, interim chief executive officer and 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 commitments of C$2,085,000 (approximately US$1.5 million). As of the closing of the third and final tranche, the funds managed and controlled by Mr. Thiago Cunha held an aggregate 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 61-101The Company relies on the exemption from the formal appraisal and minority shareholder approval requirements of MI 61-101 pursuant to its sections 5.5(a) and 5.7(1)(a) because the fair market value of the securities underwritten does not exceed 25% of the Company's market capitalization.
In connection with the unit offering, the Company paid aggregate brokerage 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 any 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 (“US Securities Law“) 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 United States Securities Act and applicable state securities laws or an exemption from such registration.
ABOUT SOUTH STAR BATTERY METALS CORP.
South Star is a Canadian battery metals project developer focused on selectively acquiring and developing short-term manufacturing projects in the Americas. South Star's Santa Cruz graphite project, located in Southern Bahia, Brazil, is the first in a series of industrial metals and battery projects to enter production. Brazil is the second largest graphite producing region in the world, with continuous mining going on for over 80 years. Santa Cruz has surface mineralization of unconsolidated materials and successful large-scale pilot plant testing (>30 tonnes) has been completed. Test results show approximately 65% graphite concentrate is +80 mesh with good yield and 95%-99% graphitic carbon (Cg). With excellent infrastructure and logistics, South Star Phase 1 is ramping up commercial production with first sales commencing in May 2025. Santa Cruz is the first new graphite production facility in America since 1996.
The second South Star project in development is strategically located in the center of the emerging electric vehicle, aerospace and defense manufacturing hub in Alabama, USA. The BamaStar project includes a historic mine that operated during World War I and World War II. The vertically integrated production facilities include a mine and industrial processing plant in Coosa County, Alabama, and a processing and processing plant in Mobile, Alabama, which will process natural flake graphite concentrates from the Santa Cruz and BamaStar mines. The preliminary economic assessment of NI 43-101 shows strong economic results, with a pre-tax net present value (“NPV8%)” of $2.4 billion and an internal rate of return (“IRR”) of 35%, and an after-tax NPV8% of $1.6 billion with an IRR of 27%. South Star also received a $3.2 million grant from the U.S. Department of Defense Title III program to develop a feasibility study for the BamaStar project. South Star shares trade 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 delivery plan and safe operations that meet the highest standards of ESG principles based on transparency, stakeholder engagement, ongoing learning and governance. To learn more, visit the company's website at: http://www.southstarbatterymetals.com.
This press release has been reviewed and approved for South Star by Mark Leduc, P.E., a “qualified person” under National Instrument 43-101 and Chairman of South Star Battery Metals Corp.
On behalf of the South Star Board of Directors,
MR. MARK LEDUK,
CHAIRMAN OF THE BOARD OF DIRECTORS
For more information, contact: South Star Investor Relations.
WARNING
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, projections of future results and estimates of amounts that have not yet been determined. Any statements that express forecasts, expectations, beliefs, plans, projections, goals, assumptions or future events or results 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 the unit offering, 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 litigation; political and regulatory risks associated with mining and exploration; risks associated with maintaining stock exchange quotes; risks associated with environmental regulation and liability; the potential for delays in exploration or development or completion of feasibility studies; uncertainty of profitability; risks and uncertainties associated with the interpretation of drilling results, the geology, grade and continuity of mineral deposits; risks associated with the inherent uncertainty of production and cost estimates and the possibility of unexpected costs and expenses; the results of preliminary and feasibility studies and the possibility that future exploration, development or production results will not meet the Company's expectations; risks associated with fluctuations in commodity prices; and other risks and uncertainties associated with the Company's prospects, properties and business that are described in detail elsewhere in the Company's disclosures. Additional information regarding these and other risk factors can be found in the Company's continuous disclosure documents available on its profile on SEDAR+ at: www.sedarplus.ca.
If one or more of these risks and uncertainties materialize or if underlying assumptions prove incorrect, actual results could differ materially from those described in the forward-looking statements. Investors are cautioned not to place undue reliance 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 forecasts.
