South Star Battery Metals Announces Upsize of Non-Brokered Private Placement to Raise Up to US$3.20M, Extends Closing and Amended and Restated Stream Agreement
South Star Battery Metals Announces Upsize of Non-Brokered Private
Placement to Raise Up to US$3.20M, Extends Closing
and Amended and Restated Stream Agreement
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES
Vancouver, Canada, December 23, 2024 – South Star Battery Metals Corp. (“South Star” or the “Company”)
(TSXV: STS) (OTCQB: STSBF), is pleased to announce that as a result of demand, it is increasing the size of its
previously announced non-brokered private placement (the “Private Placement”) to up to an aggregate total of
US$3,200,000 (CA$4,480,000). The Private Placement is comprised of units (the “Units”), each Unit consisting of
one common share (a “ Share”) priced at US$0.43 (CA$0.602) and one common share purchase warrant (a
“Warrant”). Each Warrant is exercisable into one Share at a price of US$0.89 (CA$1.246) for five years from the
date of issue and is subject to an acceleration clause as detailed below.
The Company has been granted an extension by the TSX Venture Exchange (the “TSXV”) to close on or before
January 10, 2025. 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 V. Proceeds from the Private
Placement will be used for accelerating exploration, development, construction activities, 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. All securities issued pursuant to the Private Placement will be subject to a four-month hold
period.
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 the formal valuation and minority
shareholder approval requirements of MI 61 -101 pursuant to exemptions contained in sections 5.5(c) and
5.7(1)(a) of MI 61-101.
Acceleration Clause
The Warrants and Finder’s Warrants will be subject to an acceleration clause that provide s that, if, during any
period of ten consecutive trading days between the date that is (a) four months following the closing of the
Private Placement, and (b) the expiry of the Warrants and Finder’s Warrants, the daily volume weighted average
trading price of the Shares 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$2.506) on each day, the Company may, within 30 days of such an
occurrence, give notice, via news release, to the holders of the Warrants and Finder’s Warrants that all
unexercised Warrants and Finder’s Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day following
the giving of such notice. Upon receipt of such notice, the holders of the Warrants and Finder’s Warrants will
have 30 days to exercise their Warrants and Finder’s Warrants and any Warrants and Finder’s Warrants that have
not been exercised will expire.
Amended and Restated Stream Agreement
The Company is also pleased to announce that on December 20, 2024, it amended and restated its metals
purchase and sale agreement with Sprott Private Resource Streaming and Royalty Corp. dated April 4, 2022, as
amended on October 4, 2022 (the “ Stream Agreement”). The Stream Agreement was amended and restated
primarily to reflect that South Star dissolved a subsidiary, which was a party to the Steam Agreement, in
connection with internal changes to how it transacts certain business matters . Additional changes were also
made to, among other things, add a “Designated Jurisdiction” and provide for off-shore sales.
# # #
ABOUT SOUTH STAR BATTERY METALS CORP.
South Star 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 (> 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 first shipments completed in October 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 t py) 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 NI 43-101 Preliminary Economic
Assessment w as filed on SEDAR + in November 2024 . Trenching, Phase 1 drilling, sampling, analysis, and
preliminary metallurgical testing have been completed. The testing included a traditional crush/grind/flotation
concentration circuit that achieved grades of approximately 94-99% Cg with approximately 90% recoveries. The
vertically integrated production facilities include a mine and industrial concentrator in Coosa County, AL and a
downstream value-add plant in Mobile, AL, which will be upgrading natural flake graphite concentrates from both
Santa Cruz and BamaStar min es. South Star is executing on its plan to create a multi- asset, diversified battery-
metals company with near -term operations in strategic jurisdict ions. 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 the Private Placement, including the closing date, the
use of proceeds and potential acceleration of Warrants and Finder’s Warrants, production at Santa Cruz , 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 detailed 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.