15:44:10 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



South Star Battery Metals Corp (2)
Symbol STS
Shares Issued 33,317,480
Close 2023-07-14 C$ 0.51
Market Cap C$ 16,991,915
Recent Sedar Documents

South Star Battery closes $4.52M private placement

2023-07-14 17:27 ET - News Release

Mr. Richard Pearce reports

SOUTH STAR BATTERY METALS ANNOUNCES CLOSING OF AN OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Subject to receipt of certain TSX Venture Exchange approvals relating to one subscriber (discussed herein), South Star Battery Metals Corp. has completed an oversubscribed non-brokered private placement of units for total proceeds of $4,522,948.45. Proceeds from the private placement will be used for exploration, development, construction activities, corporate G&A (general and administrative), and general working capital requirements.

Richard Pearce, chief executive officer of South Star, said: "We once again successfully partnered with a strong, long-term institutional investor familiar with Brazil, mineral resources and the battery metals sector. We are pushing hard to accelerate drilling, testwork and studies for our phased five- to seven-year strategic vision of Santa Cruz and BamaStar mines producing a combined 100,000 tonnes per year of high-quality graphite concentrates, and a vertically integrated value-add plant in the southeast corridor of the U.S. We look forward to working closely with our partners and are excited about the strong demand for the offering as we focus on delivering fundamental value in the graphite sector with the first new production in the Americas since 1996."

Private placement

The private placement consists of 8,533,865 units priced at 53 cents per unit. Each unit consists of one common share of the company and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the company at an exercise price of $1.25 per share for a period of five years from the date of issue. The warrants are subject to an acceleration clause (described in more detail herein). The securities issued pursuant to the private placement will be subject to a four-month hold period.

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. In connection with the private placement, the company paid $27,825 in cash finders' fees.

An aggregate of $3,908,158.52 of the private placement funds are being held in trust pending TSX-V review and clearance of a personal information form filed by a subscriber, who will become an insider of the company upon closing of the private placement through ownership of in excess of 10 per cent of the company's issued and outstanding common shares. Upon receipt of confirmation that the personal information form has been reviewed and cleared by the TSX-V, the company will issue an aggregate of 7,373,884 units to the subscriber and the subscriber's funds will be available to the company. The balance of the 1,159,981 units subscribed for under the private placement have been issued and are subject to a four-month hold period ending Nov. 15, 2023.

Acceleration clause

The acceleration clause of the warrants will provide that, if, during any period of 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 TSX-V (or such other stock exchange where the majority of the trading volume occurs) exceeds $2.50 on each day, the company may, within 30 days of such an occurrence, give written notice to the holders of the warrants that all unexercised warrants will expire at 4 p.m. (Vancouver time) on the 30th day following the giving of such notice. Upon receipt of such notice, the holders of the warrants will have 30 days to exercise their warrants and any warrants that remain unexercised will expire.

An officer of the company participated in the private placement for an aggregate amount of $7,950. The transaction with the officer constitutes a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions under Section 5.5(a) and Section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the units issued to the related party and the consideration paid by the related party under the private placement does not exceed 25 per cent of company's market capitalization, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the private placement, as the details of the participation by related party of the company were not settled until shortly prior to closing of the private placement.

About South Star Battery Metals Corp.

South Star Battery Metals 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 (over 30 tonnes (t)) has been completed. The results of the testing show that approximately 65 per cent of Cg concentrate is plus-80 mesh with good recoveries and 95 per cent to 99 per cent Cg (graphitic carbon). With excellent infrastructure and logistics, South Star is fully financed for phase 1, and the 12-month construction and commissioning are under way. Santa Cruz will be the first new graphite production in the Americas since 1996, with phase 1 commercial production projected in Q4 2023. Phase 2 production (25,000 tonnes per year (tpy)) is partially financed 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 in the centre of a developing electric vehicle, aerospace and defence hub in the southeastern United States. The BamaStar project is a historic mine active during World Wars I and II. Trenching, phase 1 drilling, sampling, analysis and preliminary metallurgical testing have been completed. The testing indicates a traditional crush/grind/flotation concentration circuit that achieved grades of approximately 94 per cent to 97 per cent Cg, with approximately 86 per cent recoveries. South Star is executing on its plan to create a multiasset, diversified battery metals company with near-term operations in strategic jurisdictions.

South Star is committed to a corporate culture, project execution plan and safe operations that embrace the highest standards of ESG (environmental, social and governance) principles based on transparency, stakeholder engagement, continuing education and stewardship.

We seek Safe Harbor.

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