South Star Battery Metals Announces Repricing of Non-Brokered Private Placement and Approval of Omnibus Incentive Plan
South Star Battery Metals Announces Repricing of Non-Brokered Private
Placement and Approval of Omnibus Incentive Plan
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada, December 02, 2024 – South Star Battery Metals Corp. (“South Star” or the “Company”)
(TSXV: STS) (OTCQB: STSBF), is pleased to announce that it intends to reprice the previously announced non-
brokered private placement (the “Private Placement”) of common shares (the “Shares”) at a revised unit price
consisting of one (1) common share priced at US$0.43 (C$0.60) per Share and one (1) common share purchase
warrant (“Warrant”) priced at an exercise price of US$ 0.89 (C$1.25) per share good for five (5) years from the
date of issue to raise up to US$2,500,000 (C$3,500,000). The Warrants are subject to an acceleration clause
described in more detail below.
Closing of the Private Placement is subject to customary closing conditions, including, but not limited to, the
receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the “ TSXV”). Proceeds
from the Private Placement will be used for exploration, development, corporate G&A and general working
capital requirements.
The Company may pay finders' fees to eligible finders, in accordance with applicable securities laws and the
policies of the TSXV. The securities issued pursuant to the Private Placement will be subject to a four-month hold
period. The Company may, in its sole discretion, exercise an over -allotment option pursuant to which it may
increase the size of the Private Placement by up to 15%.
Insiders may participate in the Private Placement including subscriptions from related parties of the Company as
defined in Multilateral Instrument 61 -101 Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The participation of insiders in the Private Placement is exempt from formal valuation and minority
shareholder approval requirements pursuant to exemptions contained in sections 5.5(c) and 5.7(1)(a) of MI 61-
101.
Acceleration Clause
The acceleration clause of the Warrants will provide that, if, during any period of ten (10) consecutive trading
days between the date that is four (4) months following the closing of the Private Placement and the expiry of
the Warrants, the daily volume weighted average trading price of the common shares of the Company on the
TSXV (or such other stock exchange where the majority of the trading volume occurs) is equal to or exceeds
US$1.79 (C$2.50) on each day, the Company may, within thirty (30) days of such an occurrence, give notice , via
news release, to the holders of the Warrants that all unexercised Warrants will expire at 4:00 p.m. (Vancouver
time) on the 30th day following the giving of such notice.
Omnibus Incentive Plan
The Company announces that its shareholders approved the Company’s new 10% rolling omnibus incentive plan
at the Company’s Annual General Meeting held on October 24, 2024 of which there are currently 1,605,000 stock
options and 334,035 RSU’s issued.
# # #
ABOUT SOUTH STAR BATTERY METALS CORP.
South Star is a Canadian battery -metals miner focused on developing a vertically integrated Americas battery
anode material strategy to supply the expanding worldwide lithium-ion battery ("LiB"), fuel cell, defense and
industrial graphite markets. 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 was put into production. B razil 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 (> 30 tonnes) has been
completed. The results of the testing show that approximately 65% of graphite concentrate is +80 mesh with
good recoveries and 95%-99% graphitic carbon (Cg). With excellent infrastructure and logistics, South Star Phase
1 is ramping up commercial production with fir st sales expected to be shipped in December 2024. Santa Cruz
Phase 1 commercial production has a nameplate capacity of 12,000 tpy and is the first new graphite production
in the Americas since 1996. Phase 2 production (25,000 tpy) is partially funded and planned for 2026, while Phase
3 (50,000 tpy) is scheduled for 2028.
South Star's second project in the development pipeline is strategically located in Alabama, U.S.A. in the center
of a developing electric -vehicle, aerospace, and defense hub in the southeastern United States. The BamaStar
Project includes a historic mine active during the First and Second World Wars. A positive NI 43-101 Preliminary
Economic Assessment was filed on SEDAR+ in November 2024 presenting outstanding Pre-tax Net Present Value
("NPV8%") of US$2.4B with an Internal Rate of Return ("IRR") of 35% and an after-tax NPV8% of US$1.6B with an
IRR of 27%. The BamaStar open pit mine has a 19-year life of mine, and project economics incorporate both Santa
Cruz and BamaStar Mines feeding concentrates to the value -add plant near the Port of Mobile, Alabama. The
vertically integrated facilities will produce approximately 100,000 tpy of graphite concentrates and 61,800 tpy of
upgraded products, including approximately 38,000 tpy of coated, purified, spheronized graphite ("CSPG"). All
facilities are developed in a phased, modular plan.
South Star is executing the Company's strategic plan of bringing vertically integrated, phased, modular production
in the Americas of midstream and downstream products in a disciplined, technically viable and profitable
business plan with a go -to market commercial strategy. South Star has a diversified portfolio of scalable assets
with near -term operations in strategic, tier -one jurisdictions at a time when the markets require additional
materials and are looking for a stronger, more diversified, reliable s upply chain of critical materials. 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 for South Star 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 South Star Board of Directors,
MR. RICHARD L. PEARCE,
President & Chief Executive Officer
For additional information, please contact:
South Star Investor Relations
Email: [email protected]
Phone: +1 (604) 706-0212
Website: www.southstarbatterymetals.com
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 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.