South Star Battery Metals Announces Closing of Tranche 2 of Oversubscribed, Non-Brokered Private Placement and Two-Year Extension of the BamaStar Landowners/Mineral Rights Agreement
South Star Battery Metals Announces Closing of Tranche 2 of
Oversubscribed, Non-Brokered Private Placement and Two-Year Extension
of the BamaStar Landowners/Mineral Rights Agreement
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada, March 05, 2024 – South Star Battery Metals Corp. (“South Star” or the “Company”) (TSXV:
STS) (OTCQB: STSBF), is pleased to announce that it has completed the successful closing of the second and final
tranche of its oversubscribed, upsized non-brokered private placement (the “Private Placement”) by issuing
2,485,209 Shares priced at C$0.72 per Share common shares (the “Shares”), for an additional gross proceeds of
C$1,789,352. Proceeds from the Private Placement will be used for accelerating exploration, development,
construction activities, as well as corporate G&A and general working capital requirements.
The Private Placement consists of issuing a total of 9,301,532 Shares priced at C$0.72 per Share for a total gross
proceeds of C$6,697,119 (Refer to the Company’s Press Releases dated December 14, 2023 , January 26, 2024
and February 13, 2024 ). The Shares issued pursuant to the Private Placement will be subject to a four -month
hold period. Closing of the Private Placement is subject to customary closing conditions, including, but not limited
to, the receipt of all necessary approvals, including the final approval of the TSX Venture Exchange. In connection
with the second tranche, the Company paid $46,250 in cash and issued 44,452 Shares in equity as finder’s fees.
A director and an o fficer of the Company participated in the Private Placement for an aggregate amount of
$57,600. The transaction with the officer constitutes a “related party transaction” as defined under Multilateral
Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61 -101”). The Company
is relying on the exemptions under secti on 5.5(a) and section 5.7(1)(a) from the formal valuation and minority
shareholder approval requirements of MI 61-101, as the fair market value of the Units issued to the related party
and the consideration paid by the related party under the Private Placement does not exceed 25% of Company’s
market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change
report in respect of the related party transaction at least 21 days before the closing of the Private Placement, as
the details of the participation by related party of the Company were not settled until shortly prior to closing of
the Private Placement.
In addition, South Star and its BamaStar project partners Hexagon and US Critical Minerals have extended the
current existing mineral leases and surface agreements on the Project for an additional two-year period beyond
the initial five-year term of the original agreements (Refer to the Company’s Press Release dated December 07,
2021). The earn-in option agreement remains unchanged.
Richard Pearce, CEO of South Star, commented, “We are very excited to get the oversubscribed, private placement
successfully closed and be on very solid financial footing , while also executing on our strategy of near -term
production with scalable graphite assets in Tier 1 jurisdictions at a critical time when the global supply chains
require more graphite products sourced outside of China. We are aiming to produce at Santa Cruz around 5,000
tonnes of graphite concentrates in 2024 and 13,000 tonnes in 2025. We are getting ready to kickoff our National
Instrument 43-101 Preliminary Economic Assessment for BamaStar, including the value-add plant in the southeast
corridor of U.S., which we are planning to have preliminary results completed in approximately three months. We
had excellent meetings recently with the Economic Development Partnership of Alabama, as well as the Louisiana
Economic Development Agency. 2024 is going to be an exciting year for South Star as we become the first new
graphite producer in the Americas this century.”
ABOUT SOUTH STAR BATTERY METALS CORP
South Star Battery Metals Corp. is a Canadian battery metals project developer focused on the selective
acquisition and development of near-term production projects in the Americas. South Star’s Santa Cruz Graphite
Project, located in Southern Bahia, Brazil is the first of a series of industrial and battery metals projects that will
be put into production. Brazil is the second -largest graphite-producing region in the world with more than 80
years of continuous mining. Santa Cruz has at -surface mineralization in friable materials, and successful large -
scale pilot-plant testing (> 30t) has been completed. The results of the testing show that approximately 65% of
Cg concentrate is +80 mesh with good recoveries and 95% -99% Cg. With excellent infrastructure and l ogistics,
South Star is fully funded for Phase 1, and the construction and commissioning are underway. Santa Cruz will be
the first new graphite production in the Americas since 1996 with Phase 1 commercial production projected in
Q1 2024. Phase 2 production (25,000 tpa) is partially funded and planned for 2026, while Phase 3 (50,000 tpa) is
scheduled for 2028.
South Star’s second project in the development pipeline is strategically located in Alabama in the center of a
developing electric vehicle, aerospace, and defense hub in the southeastern United States. The BamaStar Project
is a historic mine active during World Wars I & II. A NI43-101 technical report with the maiden resource estimate
has been filed on SEDAR. Trenching, phase 1 drilling, sampling, analysis, and preliminary metallurgic al testing
have been completed. The testing indicates a traditional crush/grind/flotation concentration circuit that achieved
grades of approximately 9 4-97% Cg with approximately 86% recoveries. South Star is executing on its plan to
create a multi -asset, diversified battery metals company with near -term operations in strategic jurisdictions.
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. To learn more, please visit the Company website at http://www.southstarbatterymetals.com.
This news release has been reviewed and approved by Richard Pearce, P.E., a “Qualified Person” under National
Instrument 43-101 and President and CEO of South Star Battery Metals Corp.
On behalf of the Board,
MR. RICHARD PEARCE
Chief Executive Officer
For additional information, please contact:
South Star Investor Relations
Email: [email protected]
+1 (604) 706-0212
Twitter: https://twitter.com/southstarbm
Facebook: https://www.facebook.com/southstarbatterymetals
LinkedIn: https://www.linkedin.com/company/southstarbatterymetals/
YouTube: South Star Battery Metals – YouTube
CAUTIONARY STATEMENT
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in 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 legislation.
Forward-looking statements relate to information that is based on assumptions of management, forecasts of
future results, and estimates of amounts not yet determinable. Any statements that express p redictions,
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, statements relating to the successful closing of the Private Placement and
anticipated timing thereof and the intended use of proceeds and statements regarding moving Santa Cruz into
production and scaling operations as well as advancing the Alabama project; and the Company’s plans and
expectations.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or
results to differ from those reflected in the forward-looking statements, including, without limitation: risks related
to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of
legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the
maintenance of stock exchange listings; risks related to environmental regulation 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 drill results, the geology, grade and continuity
of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential
for 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 related
to commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties
and business det ailed elsewhere in the Company's disclosure record. Should one or more of these risks and
uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those described in forward-looking statements. Investors are cautioned against attributing undue certainty
to forward -looking statements. These forward -looking statements are made as of the date hereof and the
Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual
events or results could differ materially from the Company's expectations or projections.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 “U.S. Securities Act”) 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 U.S. Securities Act and applicable state securities
laws or an exemption from such registration is available.