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Vancouver, British Colombia, September 30, 2025 (Globe Newswire) – South Star Battle Metals Corp. (“”South starOr “Company”) (TSXV: STS) (OTCQB: STSBF) I am glad to announce the private placement of units not related to cooking (“ The ”(“ The ”.Units“) For gross income up to $ 4.17 million ($ 3.0 million) (” “A single proposal“) And the simultaneous untouched private placement of unsecured convertible notes (“Notes“) For gross income up to $ 2.085 million ($ 1.5 million) (” The “NoteAnd along with the proposal of the unit, “”Offers“).
A single proposal
The company intends to release up to 27,800,000 units in accordance with the unit offering at a price of $ 0.15 per unit. Each device will consist of one common action (a 'Share“) And one general order for the purchase of shares (” A “Order“). Each order will give the owner one promotion (” a “Help for a share”) At the price of 0.20 USA for the share of the warrant for five (5) years from the closing date, subject to acceleration. The date of expiration of orders can be accelerated by the company's option, if at any time after four months after the date of closure, the final price of the company's general shares in the field of entry into force of TSX.Exchange”) Is at the level or above C -$ 0.40 for ten (10) sequential trade days, provided that the company gives thirty (30) days earlier the notification of the owners of the press release, and in this case all unexpected orders expire at the end of such a thirty (30) daily period.
Note
Mr. Tiago Kunha, temporary general director, president, president and director of the company, as well as his branches agreed to subscribe to the main amount of points in the amount of $ 2.085 million. USA ($ 1.5 million) in accordance with the proposal. The main amount of notes will automatically transform the company units (“Note of units”) At the price of $ 0.15 per unit, the notes subordinate and enters into force within fifteen (15) working days after receiving the approval of shareholders to transform notes (“ the ”.Automatic transfer trigger”). Note devices will have the same composition and conditions as units issued in the proposal of units consisting of one promotion and one order, and each order is carried out in one share of the warrant in the amount of $ 0.20 within five (5) years, subject to acceleration on the conditions described above.
Mr. Tiago Kunha and affiliated organizations currently own or control 11,555,552 shares, which is approximately 18.66% of the company issued and applied shares. Accordingly, the transformation of the issuance of the notes will lead to the fact that Mr. Tiago Kunha will become a control person of the company and is subject to the approval of shareholders in accordance with the exchange policy. The company intends to convene a meeting of its shareholders to get such approval.
Notes will have interest at a speed of 12% per annum paying cash on the date of repayment (“The date of repayment), Being one year from the closing date, unless previously transformed in accordance with the launch of automatic transformation. If the conversion occurs, all accrued but unpaid interest will be paid in cash on the date of conversion. In the absence of such conversion, the main amount and all accrued but unpaid interest will be paid in cash on the date of ripening.
Notes and units will be offered and sold by private placement: (I) in Canada “accredited investors” and other exempted customers under national instrument 45-106- Avenue of Liberation; and (II) outside Canada based on that does not require qualifications or registration of securities. All securities issued in accordance with the proposals will be subject to established periods of retention in accordance with the applicable legislation on securities.
It is expected that pure revenue will be used for intelligence, development, corporate general and administrative expenses and total working capital.
The company can pay for Finder in connection with offers within the limits allowed by the exchange policy. The closure of proposals remains the subject of ordinary conditions, including the receipt of all the necessary corporate and regulatory statements, including the approval of the exchange. The proposals are not subject to the minimum aggregate amount of the subscription.
Insiders, including related aspects, as defined under a multilateral tool 61-101- Protecting minority security owners in special transactions (“”Mi 61-101), Can take part in the sentences. As described above, it is expected that Mr. Tiago Kunha, temporary general director, president and director of the company, along with his branches. Requirements for approval 61-101 in accordance with sections 5.5 (a) and 5.7 (1) (A), since the fair market value of securities signed not to exceed 25% of the company's market capitalization.
This press release is not a proposal for the sale or offer to buy any of the securities in the United States. Securities were not and will not be registered in accordance with the 1933 US securities law, with amendments (“USA Law on Securities”) Or any state laws on securities and cannot be proposed or sold in the United States or Persons of the United States, if not registered in accordance with the US securities and applicable laws of securities or exemption from such registration.
About the southern star battery of Metals Corp.
South Star is a Canadian developer of a battery project focused on selective acquisition and development of short-term production projects in America. The graphite project South Star's Santa Cruz, located in the south of Bai, Brazil, is the first series of industrial and batteries projects that will be placed in production. Brazil is the second largest register of graphite production in the world with more than 80-year continuous prey. Santa Curus has mineralization on the surface in loose materials, and successful large-scale testing on pilot plants (> 30 tons) was completed. The test results show that approximately 65% of the graphite concentrate is +80 bags with good extraction and 95-99% of graphite carbon (CG). Thanks to excellent infrastructure and logistics, South Star Phase 1 increases commercial production with the first sales supplied in May 2025. Santa -Kruus has been the first new production of graphite in North and South America since 1996.
The second South Star project in the field of development is strategically located in Alabama, the USA, in the center of the developing electric vehicle, an aerospace and defensive center in the southeast of the United States. The Bamastar project includes a historical mine, active during the First and Second World War. Vertically integrated production capacities include a mine concentrator and an industrial concentrator in the Kusa, AL and lower factory with the addition of a cost in Mobile, Al, which will modernize the concentrates of natural flakes with mines in Santa Cruz and Bamastar. The preliminary economic assessment NI 43-101 demonstrates strong economic results with a clean above cost before tax (NPV8%) in the amount of $ 2.4 billion. USA and internal profitability temperature (IRR) 35%, as well as after taxation NPV8%1.6 billion US dollars with IRR 27%. South Star also received grants of $ 3.2 million. The United States from the US Department of Defense for the III to promote the technical and economic justification of the Bamastar project. The southern star is trading on TSX Venture Exchange under the STS symbol and OTCQB under the STSBF symbol.
South Star strives for corporate culture, a plan for the implementation of projects and safe operations that cover the highest standards of ESG principles based on transparency, involvement of interested parties, constant education and management. To learn more, visit the company's website at the address http://www.southstarbatterymetals.comField
This press release was considered and approved for South Star Richard Pierce, PE, a “qualified person” under the national instrument 43-101, as well as the President and General Director of South Star Battle Metals Corp.
On behalf of the board of directors of the South Star,
Mr. Mark Leduk,
Chairman of the Board of Directors
To obtain additional information, please contact the South Star investors
Communication with investors of the South Star
A warning statement
Neither the collection of TSX Exchange, nor its provider of regulation services (how this term is determined in the TSX Venture Exchange policy) are responsible for the adequacy or accuracy of this press release.
Advanced information
This press release contains “promising statements” in the importance of applicable securities legislation. Advanced statements are related to information based on assumptions about management, forecasts of future results and estimates, not yet determined amounts. Any statements that express forecasts, expectations, beliefs, plans, forecasts, goals, assumptions or future events or results are not statements of a historical fact and may be “forecast statements”.
The advanced statements in this press release include them, but are not limited to sentences about the proposals, including the terms of notes and units, the expected use of revenue, the insider participation, the expected transformation of notes, including the automatic trigger of the circulation and the declared intention of the company to convince the shareholder of the shareholder to receive approval to fulfill the entries; obtaining regulatory and corporate approvals, including the approval of TSX Venture Exchange; expected closure of proposals; the beginning of production in the Santa -Krus project; scaling operations; promotion of the Alabama project; And the general strategy, plans and future expectations of the company.
Advanced statements are subject to various risks and uncertainty, which can lead to the fact that actual events or results differ from the fact that they are reflected in promising statements, including, among other things: risks associated with the inability to obtain adequate financing on timely and acceptable terms; risks associated with the result of the trial; Political and normative risks associated with prey and intelligence; risks associated with servicing the lists of the stock exchange; risks associated with environmental regulation and responsibility; potential for delays in the field of intelligence or development or completion of technical and economic justification; uncertainty of profitability; risks and uncertainty related to the interpretation of the results of the drilling industry, geology, evaluation and continuity of mineral deposits; risks associated with the indefinite uncertainty of production and cost assessment and the potential of unexpected costs and expenses; The results of preliminary validity and technical and economic justifications, as well as the possibility that future results of intelligence, development or production will not correspond to the expectations of the company; risks associated with fluctuations in prices for goods; risks associated with obtaining the approval of shareholders for the supply of notes; And other risks and uncertainty related to the prospects of the company, real estate and business, in detail described in other parts of the company's disclosure. Additional information about these and other risk factors can be found in the documents of continuous disclosure of the company's information available in the Sedar+ AT section www.Sedarplus.caField
If one or more of these risks and uncertainty is materialized, or should be incorrect, the actual results can vary significantly from described in forecast statements. Investors are provided from attributing excessive confidence in forecast statements. These promising statements are made at the date of this Agreement, and the company does not accept any obligations to update or revise them in order to reflect new events or circumstances. Actual events or results can differ significantly from the expectations or forecasts of the company.
