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VANCOUVER, British Columbia, Nov. 21, 2025 (GLOBE NEWSWIRE) — South Star Battery Metals Corp. (“South Star” or the “Company”) (TSXV: STS) (OTCQB: STSBF) is pleased to announce the closing of its third and final tranche of the previously announced non-brokered private placement of units (the “Unit Offering”) and to report the results of its Annual General and Special Meeting (the “AGSM”) held on November 17, 2025 in Vancouver, British Columbia.
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AGSM Highlights
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The Company is pleased to announce that shareholders approved all matters voted on at the AGSM, including:
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- the re-election of Marc Leduc, Tiago Cunha, Priscilla Lima and Dan Wilton;
- the re-appointment of MNP LLP as auditors of the Company;
- the re-approval of the 10% rolling Omnibus Incentive Plan;
- and the approval of the creation of a new control person of the Company, being Tiago Sampaio Cunha and his affiliates.
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Closing of Third and Final Tranche
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Further to its news releases dated September 30, 2025, October 10, 2025, October 31, 2025 and November 7, 2025, the Company has closed the third and final tranche of its previously announced Unit Offering, issuing 22,744,253 units (the “Units”) at a price of C$0.15 per Unit for gross proceeds of C$3,411,638 (approximately US$2,454,416).
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Each Unit consists of one common share (a “Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder to acquire one additional Share at a price of C$0.20 per Share for a period of five (5) years from the closing date, subject to acceleration. The expiry date of the Warrants may be accelerated, at the option of the Company, if at any time after four (4) months following the closing date, the closing price of the Company’s Shares on the TSX Venture Exchange (the “Exchange”) is at or above C$0.40 for ten (10) consecutive trading days, provided that the Company gives thirty (30) days’ prior notice to the holders by news release.
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The securities issued under the third tranche of the Unit Offering are subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. Net proceeds from the Unit Offering will be used for exploration and development activities, general and administrative expenses, and working capital. The Unit Offering remains subject to final approval of the Exchange.
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Including the first and second tranches closed on October 10, 2025 and October 31, 2025, the Company raised total gross proceeds of C$6,672,000 (approximately US$4,800,000) under the Unit Offering.
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As a result of receiving shareholder approval of the creation of a new control person of the Company at the AGSM, funds directed and controlled by Mr. Tiago Cunha, the Interim Chief Executive Officer and a director of the Company, purchased an additional 12,342,087 Units in the third tranche of the Unit Offering, representing the balance of their C$2,085,000 (approximately US$1.5 million) investment commitment. At closing of the third and final tranche, funds directed and controlled by Mr. Tiago Cunha own an aggregate of 25,455,552 Shares, or 23.92% of the Company’s issued and outstanding Shares. Such insider participation constitutes a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as the fair market value of the securities subscribed for does not exceed 25% of the Company’s market capitalization.
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