South Star Battery Metals Announces Closing of US$10 Million Financing with Sprott Private Resource Streaming and Royalty Corp. and Full Funding for Phase 1 Construction
VANCOUVER, BC, Nov. 22, 2022 - South Star Battery Metals Corp. ("South Star" or the "Company") (TSXV: STS) (OTCQB: STSBF), is pleased to announce that it has closed the Phase 1 deposit (the "Phase 1 Deposit") transaction under the previously announced metals purchase and sale agreement (the "Agreement") with Sprott Private Resource Streaming and Royalty Corp. ("Sprott") (see April 5, 2022, April 18, 2022 and October 5, 2022 press releases). With the closing of the recent private placements and receipt of the Phase 1 Deposit to fund CAPEX pursuant to the Agreement, the Company believes it is fully funded for construction of the Phase 1 plant and mine at its Santa Cruz Graphite mine in Bahia, Brazil (the "Santa Cruz or Project").
The Agreement includes a total cash consideration of up to US$28 million as prepayment for graphite concentrates from the Santa Cruz Project. South Star will act as sales agent for Sprott for the percentage of production in favour of Sprott and subject to the Agreement.
Stream Agreement Highlights:
- The Phase 1 Deposit is US$10 million, which is expected to fund 100% of the required Phase 1 CAPEX, with commercial production scheduled for Q4 of 2023.
- The Phase 1 Deposit will also be used to repay the outstanding principal and interest under the previously-announced US$2 million loan from Sprott.
- The Phase 2 Deposit (the "Phase 2 Deposit") is a minimum of US$9 million and a maximum of US$18 million cash consideration for partial funding of Phase 2 CAPEX (US$27M1), subject to Phase 2 due diligence by Sprott, as well as investment committee update and approval and customary conditions precedent.
- South Star issued 1.2 million warrants to Sprott in connection with the closing of the Phase 1 Deposit (being the 6 million previously announced warrants, on a post-consolidation basis). Each whole warrant entitles Sprott to purchase one additional common share of the Company at an exercise price of C$0.72 for a period of three years from the closing date of the Phase 1 Deposit, subject to acceleration in certain circumstances.
- Repayment of the US$2 million loan.
- Minimal shareholder equity dilution for up to US$28 million cash consideration.
- South Star has the option to buy back 100% of the Phase 2 Deposit.
- Automatic stepdown of 50% of the Phase 1 Deposit after sales and delivery of 75,000 tonnes of concentrate.
- Excellent post-stream LOM EBITDA margin of 51% (Phase 1 Deposit + 100% Phase 2 Deposit).
- Compelling combined cost of capital with significantly lower total financing costs compared to other available capital market alternatives.
(1) Based on the study in the report entitled "NI 43-101 Technical Report, Updated Resources and Reserve Assessment and Pre-Feasibility Study, Santa Cruz Graphite Project, Bahia, Brazil", which has an effective date of January 31, 2020 and is available on the Company's SEDAR profile at www.sedar.com.
Richard Pearce, CEO of South Star, said, "We have successfully partnered with strong, long-term institutional investors familiar with Brazil, mineral resources and the battery metals sector. We are fully funded for Phase 1 construction with commissioning and commercial production planned for the end of 2023. We have successfully completed very flexible financing while minimizing shareholder dilution and at a very reasonable cost of capital. We expect to deliver on our promise and commitment to be the first new graphite producer since 1996. Thanks to the Sprott team for laying the foundation for a bright future and an exciting 2023."
South Star Battery Metals Corp. 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 (>30t) has been completed. The results of the testing show that approximately 65% of Cg 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 production projected in Q4 2023.
South Star's next project in the development pipeline is a project in Alabama located in the middle of a developing electric vehicle, aerospace and defence hub in the southeastern United States. The Alabama project is a historic mine active during World Wars I & II. Trenching, sampling, analysis and preliminary metallurgic testing has been completed. The testing indicated a traditional crush/grind/flotation concentration circuit achieved grades of approximately 96-97% with approximately 86% recoveries. South Star is executing on its plan to create a multi-asset, diversified battery metals company with near-term operations in strategic jurisdictions. South Star trades on the TSX Venture Exchange under the symbol STS, and on the OTCQB under the symbol STSBF.
South Star is committed to a corporate culture, project execution plan and safe operations that embrace the highest standards of ESG principles based on transparency, stakeholder engagement, ongoing education and stewardship. To learn more, please visit the Company website at http://www.southstarbatterymetals.com.
This news release has been reviewed and approved by Richard Pearce, P.E., a "Qualified Person" under National Instrument 43-101 and President and CEO of South Star Battery Metals Corp.
On behalf of the Board,
Mr. Richard Pearce
Chief Executive Officer
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This press release contains "forward-looking statements" within the meaning of applicable securities legislation. Forward-looking statements relate to information that is based on assumptions of management, forecasts of future results, and estimates of amounts not yet determinable. Any statements that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements". Forward-looking statements in this press release include, but are not limited to, statements regarding: being fully funded for Phase 1 CAPEX and partially funded for Phase 2 CAPEX and the impact of the Agreement; moving the Santa Cruz Project into production and scaling operations and the timing of such milestones, as well as advancing the Alabama project; and the Company's plans and expectations.
Forward-looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward-looking statements, including, without limitation: closing of the Phase 2 Deposit, risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks associated with mining and exploration; risks related to the maintenance of stock exchange listings; risks related to environmental regulation and liability; the potential for delays in exploration or development activities or the completion of feasibility studies; the uncertainty of profitability; risks and uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; risks related to commodity price fluctuations; and other risks and uncertainties related to the Company's prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements. Investors are cautioned against attributing undue certainty to forward-looking statements. These forward-looking statements are made as of the date hereof and the Company does not assume any obligation to update or revise them to reflect new events or circumstances. Actual events or results could differ materially from the Company's expectations or projections.
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