South Star Battery Metals Corp. has made significant progress in its funding efforts by successfully closing the third and final tranche of a non-brokered private placement. This announcement coincides with the results from the company’s Annual General and Special Meeting (AGSM), held on November 17 in Vancouver, British Columbia. These developments are crucial for the firm as it aims to enhance its financial position and operational capabilities.
At the AGSM, shareholders demonstrated their support by approving all proposed resolutions.
This included the re-election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, and Dan Wilton, along with the re-appointment of MNP LLP as the company’s auditors. Additionally, shareholders approved the renewal of the 10% rolling Omnibus Incentive Plan and established Tiago Sampaio Cunha and his affiliates as a new control person within the company.
Table of Contents:
The facts
Referring to prior announcements made on September 30, October 10, October 31, and November 7, the company confirmed the completion of its final tranche of the Unit Offering. A total of 22,744,253 units were issued at a price of C$0.15 each, generating gross proceeds of C$3,411,638, or approximately US$2,454,416.
Each unit consists of one common share (referred to as a Share) and one common share purchase warrant (referred to as a Warrant). The Warrant grants the holder the right to purchase one additional Share at a price of C$0.20 for five years from the closing date, subject to potential acceleration provisions. If the closing price of the Shares exceeds C$0.40 for ten consecutive trading days after the four-month period following the closing date, the company may expedite the expiry of the Warrants by providing thirty days’ notice to the holders through a press release.
Investment utilization and share distribution
The securities from this final tranche are subject to a statutory hold period of four months and one day, as per applicable securities laws. The proceeds from the Unit Offering are designated for exploration and development initiatives, as well as general administrative expenses and working capital. Moreover, the Unit Offering is contingent upon the final approval of the TSX Venture Exchange.
Combined with the first and second tranches completed on October 10 and October 31, the total gross proceeds raised under the Unit Offering amount to C$6,672,000 (approximately US$4,800,000). This substantial capital influx will support the company’s ambitious plans moving forward.
Following the AGSM’s approval of a new control person, Tiago Cunha, the Interim Chief Executive Officer and director, facilitated the purchase of an additional 12,342,087 Units in the third tranche, fulfilling their investment commitment of C$2,085,000 (around US$1.5 million). Consequently, Mr. Cunha now controls a total of 25,455,552 Shares, representing 23.92% of the company’s issued and outstanding Shares. This insider participation is classified as a related party transaction according to Multilateral Instrument 61-101, which governs minority security holder protections in special transactions.
Finder’s fees and compliance measures
In connection with the Unit Offering’s completion, South Star Battery Metals incurred total finder’s fees of C$258,995 (approximately US$186,328), with US$178,752 allocated to A8 Capital Advisors. Additionally, the company issued 1,987,722 Shares as part of the finder’s fee arrangement.
This news release is not intended as an offering of securities for sale or a solicitation for purchases in the United States. The securities have not been registered under the United States Securities Act of 1933 and may not be offered or sold within the United States unless registered or exempt from registration.
About South Star Battery Metals
South Star Battery Metals Corp. is a Canadian company focused on developing battery metals projects, aiming to acquire and advance initiatives positioned for near-term production in the Americas. Its flagship venture, the Santa Cruz Graphite Project located in Southern Bahia, Brazil, is the first in a series of industrial and battery metal projects slated for production. Brazil is the world’s second-largest graphite producer, with a rich mining history spanning over 80 years.
At the AGSM, shareholders demonstrated their support by approving all proposed resolutions. This included the re-election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, and Dan Wilton, along with the re-appointment of MNP LLP as the company’s auditors. Additionally, shareholders approved the renewal of the 10% rolling Omnibus Incentive Plan and established Tiago Sampaio Cunha and his affiliates as a new control person within the company.0
At the AGSM, shareholders demonstrated their support by approving all proposed resolutions. This included the re-election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, and Dan Wilton, along with the re-appointment of MNP LLP as the company’s auditors. Additionally, shareholders approved the renewal of the 10% rolling Omnibus Incentive Plan and established Tiago Sampaio Cunha and his affiliates as a new control person within the company.1
At the AGSM, shareholders demonstrated their support by approving all proposed resolutions. This included the re-election of directors Marc Leduc, Tiago Cunha, Priscilla Lima, and Dan Wilton, along with the re-appointment of MNP LLP as the company’s auditors. Additionally, shareholders approved the renewal of the 10% rolling Omnibus Incentive Plan and established Tiago Sampaio Cunha and his affiliates as a new control person within the company.2
