South Star Mining Closes Secondary Non‐Brokered Private Placement Financing
NEWS RELEASE
South Star Mining Closes Secondary Non‐Brokered Private Placement Financing
Toronto, ON, February 23, 2021 – South Star Mining Corp. (‘South Star’ or ‘the Company’) (TSX‐V: STS)
(OTC: STSBF) is pleased to announce that it has completed a sec ondary non‐brokered private placement
of Units for an aggregate gross proceeds of C$1,000,120 (“Placement”). Net proceeds from the Placement
will be used for preparing final design documents for the Phase 1 construction, advanced battery materials
t e s t i n g , p r o j e c t d e v e l o p m e n t , c o m m e r c i a l a g r e e m e n t s , p r o j e c t f inance and general working capital
requirements for the Company.
The Placement consists of 9,524,951 Units priced at C$0.105 per unit (the “Units”). Each Unit consists of
one (1) common share and one (1) common share purchase warrant (the “Warrants”). Each Warrant
entitles the holder to purchase one additional common share of the Company at an exercise price of
C$0.15 per common share for a peri od of 3 years from the date o f issue. The securities are subject to a
four‐month hold period from the date of closing and approval by the TSX Venture Exchange. For additional
details, please refer to the Company’s February 05, 2021 press release.
Finders’ fees of 434,640 finders’ units were paid to certain finders in connection with the Placement, with
the finders receiving that number of finders’ units equal to 6% of the number of Units purchased by
subscribers introduced to the Company by the finders. The finders’ units are identical to the Units
purchased by subscribers under the Placement (being comprised of one common share and one warrant,
with each warrant entitling the holder to purchase one addition al common share at a price of $0.15 for
three years from closing).
Acceleration Clause & Existing Shareholder Exemption and Investment Dealer Exemption
If over a period of 10 consecutive trading days between the dat e that is four (4) months following the
closing of the Placement and the expiry of the Warrants the daily volume weighted average trading price
of the common shares of the Company on the TSX Venture Exchange (or such other stock exchange where
the majority of the trading volume occurs) exceeds $0.40 on each of those 10 consecutive days, the
Company may, within 30 days of such an occurrence, give written notice to the holders of the Warrants
that the Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day following the giving of notice
unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the
Warrants will have 30 days to exercise their Warrants. Any Warr ants which remain unexercised at 4:00
p.m. (Vancouver time) on the 30th day following the giving of such notice will expire at that time.
In connection with the Placement, the Company proposes to issue Units to directors, officers and insiders
o f t h e C o m p a n y . A s a r e s u l t , t h e P l a c e m e n t c o n s t i t u t e s a r e l a t ed party transaction pursuant to TSX
Venture Exchange Policy 5.9 a nd Multilateral Instrument 61‐101 (“MI 61‐101”). The Company has
determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 and MI
61‐101 are available for the issuance of the Units to related p arties. The Company is relying on Section
5.5(c) of MI 61‐101 for an exemption from the formal valuation requirement on the basis that the
transaction is a distribution of securities for cash, and on Section 5.7(1)(b) of MI 61‐101 for an exemption
from the minority shareholder approval requirement, as the fair market value of the transaction, insofar
as it involves related parties, will not be more than $2,500,000.
ABOUT SOUTH STAR MINING CORP.
South Star Mining Corp. is focused on the selective acquisition and development of near‐term production
projects in Brazil. STS is driven to create fundamental value in the battery metals sector for investors with
real projects that have strong intrinsic financial and operatin g metrics and that can be profitable
throughout the resource cycle. STS has an experienced executiv e team with a strong history of
discovering, developing, building and operating profitable mines in Brazil.
The Santa Cruz Graphite Project, located in Southern Bahia, is the first of a series of battery metals projects
that will be put into production. Brazil is the second largest graphite producing region in the world with
over 80 years of continuous mini ng. The Project has at‐surface mineralization in friable materials, and
successful large‐scale pilot plan t testing (>30t) has been comp leted. The results of the testing show that
approximately 65% of Cg concentrate is +80 mesh with good recov eries and 95‐99% Cg. With excellent
infrastructure and logistics, South Star is carrying its development plan towards Phase 1 production
projected in Q4 2022, pending fina ncing. To learn more, please visit the Company website at
http://www.southstarmining.ca.
This news release has been reviewed and approved by Richard Pea rce, P.E., a "Qualified Person" under
National Instrument 43‐101 and President and CEO of South Star Mining.
On behalf of the Board,
Mr. Richard Pearce
Chief Executive Officer
For additional information, please contact:
CHF Capital Markets
Cathy Hume, CEO
Phone: 416‐868‐1079 x251
Email: [email protected]
Mr. Dave McMillan
Chairman
Email: [email protected]
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 release.