South Star Battery Metals Announces Non-Brokered Private Placement
VANCOUVER, British Columbia, June 04, 2025 (GLOBE NEWSWIRE) — South Star Battery Metals Corp. (“South Star” or the “Company”) (TSXV: STS) (OTCQB: STSBF), is pleased to announce that it intends to complete a non-brokered private placement (the “Private Placement”) of up to 9,090,909 units (the “Units”) at price of US$0.22 (C$0.3019) per Unit for gross proceeds of up to US$2,000,000 (C$2,744,600). Each Unit will consist of one (1) common share (a “Common Share”) and one (1) common share purchase warrant (a “Warrant”), with each Warrant entitling the holder to acquire one Common Share at an exercise price of US$0.33 (C$0.4529) for a period of five (5) years following the date of issuance.
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 (the “TSXV”). Proceeds from the Private Placement will be used for exploration, development, 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. The securities issued pursuant to the Private Placement will be subject to a four-month hold period. The Company may, in its sole discretion, exercise an over-allotment option pursuant to which it may increase the size of the Private Placement by up to 15%.
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 expected to be exempt from formal valuation and minority shareholder approval requirements pursuant to exemptions contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves interested parties, will not exceed 25% of the Company’s market capitalization.
The Warrants will include an acceleration clause which provides that, if, during any period of ten (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 on the TSXV (or such other stock exchange where the majority of the trading volume occurs) is equal to or exceeds C$1.25, the Company may, within thirty (30) days of such an occurrence, give notice, via news release, to the holders of the Warrants that all unexercised Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th day following the giving of such notice.
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.
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South Star Battery Metals Announces Non-Brokered Private Placement, source
