STSBF - South Star Mining Closes Secondary Non-Brokered Private Placement Financing
(TheNewswire)
Toronto, ON – TheNewswire - February 23, 2021 – South Star Mining Corp. ( ‘South Star ’ or ‘the Company’ ) (TSXV: STS ) (OTC:STSBF) is pleased to announcethat it has completed a secondary non-brokered private placement of Units for anaggregate gross proceeds of C$1,000,120 (“Placement”). Netproceeds from the Placement will be used for preparing final designdocuments for the Phase 1 construction, advanced battery materialstesting, project development, commercial agreements, project financeand general working capital requirements for the Company.
The Placement consists of 9,524,951 Units priced atC$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 oneadditional common share of the Company at an exercise price of C$0.15per common share for a period of 3 years from the date of issue. Thesecurities are subject to a four-month hold period from the date ofclosing and approval by the TSX Venture Exchange. For additionaldetails, please refer to the Company’s February 05, 2021 pressrelease.
Finders’ fees of 434,640 finders’ units were paidto certain finders in connection with the Placement, with the findersreceiving that number of finders’ units equalto 6% of the number of Units purchased by subscribers introduced tothe Company by the finders. The finders’ units are identical to theUnits purchased by subscribers under the Placement (being comprised ofone common share and one warrant, with each warrant entitling theholder to purchase one additional common share at a price of $0.15 forthree years from closing).
Acceleration Clause & ExistingShareholder Exemption and Investment Dealer Exemption
If over a period of 10 consecutive trading days betweenthe date that is four (4) months following the closing of thePlacement and the expiry of the Warrants the daily volume weightedaverage trading price of the common shares of the Company on the TSXVenture Exchange (or such other stock exchange where the majority ofthe trading volume occurs) exceeds $0.40 on each of those 10consecutive days, the Company may, within 30 days of such anoccurrence, give written notice to the holders of the Warrants thatthe Warrants will expire at 4:00 p.m. (Vancouver time) on the 30th dayfollowing the giving of notice unless exercised by the holders priorto such date. Upon receipt of such notice, the holders of the Warrantswill have 30 days to exercise their Warrants. Any Warrants whichremain unexercised at 4:00 p.m. (Vancouver time) on the 30th dayfollowing the giving of such notice will expire at that time.
In connection with the Placement, the Company proposesto issue Units to directors, officers and insiders of the Company. Asa result, the Placement constitutes a related party transactionpursuant to TSX Venture Exchange Policy 5.9 and MultilateralInstrument 61-101 (“MI 61-101”). The Company has determined thatexemptions from the various requirements of TSX Venture ExchangePolicy 5.9 and MI 61-101 are available for the issuance of the Unitsto related parties. The Company is relying on Section 5.5(c) of MI61-101 for an exemption from the formal valuation requirement on thebasis 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 theminority shareholder approval requirement, as the fair market value ofthe transaction, insofar as it involves related parties, will not bemore than $2,500,000.
ABOUT SOUTH STAR MINING CORP.
South Star Mining Corp. is focused on the selectiveacquisition and development of near-term production projects inBrazil. STS is driven to create fundamental value in the batterymetals sector for investors with real projects that have strongintrinsic financial and operating metrics and that can be profitablethroughout the resource cycle. STS has an experienced executive teamwith a strong history of discovering, developing, building andoperating profitable mines in Brazil.
The Santa Cruz Graphite Project, located in SouthernBahia, is the first of a series of battery metals projects that willbe put into production. Brazil is the second largest graphiteproducing region in the world with over 80 years of continuous mining.The Project has at-surface mineralization in friable materials, andsuccessful large-scale pilot plant testing (>30t) has beencompleted. The results of the testing show that approximately 65% ofCg concentrate is +80 mesh with good recoveries and 95-99% Cg. With excellent infrastructure and logistics,South Star is carrying its development plan towards Phase 1 productionprojected in Q4 2022, pending financing. Tolearn more, please visit the Company website at http://www.southstarmining.ca .
This news release has been reviewedand approved by Richard Pearce, P.E., a "Qualified Person"under National Instrument 43-101 and President and CEO of South StarMining.
On behalf of the Board,
Mr. Richard Pearce
Chief Executive Officer
For additional information, pleasecontact:
CHF Capital Markets
Cathy Hume, CEO
Phone: 416-868-1079 x251
Email: cathy@chfir.com
Mr. Dave McMillan
Chairman
Email: davemc@telus.net
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
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