SOUTH STAR MINING CORP. ("STS")
[formerly SOUTH STAR MINING CORP. ("STS.H")]
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement Brokered, Private Placement-Non-Brokered, Graduation from NEX to TSX Venture, Symbol Change, Resume Trading
BULLETIN DATE: June 18, 2018
NEX Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing documentation pursuant to the Company's definitive agreement on October 19, 2017 with Frontera Minerals Inc., Brasil Graphite Corp. ("BGC") and Brasil Grafite SA ("BGSA") to acquire a 100% interest in the advanced-stage Santa Cruz graphite project located in the state of Bahia, Brazil through the acquisition of all the issued and outstanding shares of BGC.
As consideration for the BGC shares, the company will issue 9,444,903 common share units ("Units") to certain shareholders and nominees of BGC at a deemed price of $0.45 per Unit and pay USD$850,000 to BGC. Each Unit is comprised of one common share of the Company and one share purchase warrant (each a "warrant"). Each Warrant will entitle the holder to acquire one additional common share of the company at a price of $0.75 per common share for a period of two years after closing. A finder's fee of $300,000 is payable to an Arms Length Party in connection with this transaction.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Units
Frontera Minerals Inc. Y 5,856,914
(Richard Pearce, Jr., Felipe Alves)
Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Brokered Private Placement announced February 28, 2018:
Number of Shares: 9,312,442 subscription receipts ("Receipts")
Each Receipt shall be automatically converted, without any further action by the holder of such Receipt, and for no additional consideration, into one Unit of the company upon receipt by the escrow agent, prior to the date that is three months from the closing date of a release notice from the company and the lead agent, on behalf of the agents, confirming certain requirements have been met as outlined in the Company's press release dated February 28, 2018
Purchase Price: $0.45 per Receipt
Warrants: A total of 9,312,442 share purchase warrants underlying the Receipts to purchase 9,312,442shares will be issued
Warrant Exercise Price: $0.75 for up to 24 months from the date of closing
Number of Placees: 109 Placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Receipts
Krister Kottmeier Y 11,111
David Mcmillan Y 300,000
Green Bow Capital LLC Y 333,333
(Richard Pearce)
H2 Holdings Ltd. Y 777,777
(Felipe Alves)
Aggregate Pro Group Involvement P 583,000
[5 Placees]
Finder's Fee: $107,606 cash and 253,173 Warrants payable to Echelon Wealth Partners Inc.
$1,627 cash payable to Leede Jones Gable Inc.
$55,590 cash and 149,879 Warrants payable to Haywood Securities Inc.
$47,200 cash and 131,002 Warrants payable to PI Financial Corp.
$5,195 cash and 17,889 Warrants payable to Eight Capital Inc.
$46,300 cash and 97,425 Warrants payable to Mackie Research Capital Corporation
$25,140 cash and 49,065 Warrants payable to Canaccord Genuity Corp.
$1,000 cash payable to Odlum Brown Limited
$4,000 cash payable to Raymond James Ltd.
Private Placement-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced May 16, 2018:
Number of Shares: 1,672,222 common share units ("Units")
Each Unit consists of one common share and one common share purchase warrant
Purchase Price: $0.45 per Unit
Warrants: 1,672,222 share purchase warrants to purchase 1,672,222 shares
Warrant Exercise Price: $0.75 for up to 24 months from the date of closing
Number of Placees: 8 Placees
Insider / Pro Group Participation: None
Finder's Fee: None
Graduation from NEX to TSX Venture
The Company has met the requirements to be listed as a TSX Venture Tier 2 Company. Therefore, effective on Wednesday, June 20, 2018, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 2 and the Filing and Service Office will change from NEX to Vancouver.
Symbol Change
Effective at the opening, Wednesday, June 20, 2018, the trading symbol for the Company will change from STS.H to STS. The Company is classified as a 'Temporarily Unclassified' company.
Capitalization: Unlimited shares with no par value of which
16,621,314 shares are issued and outstanding
Escrow: Nil Escrowed shares
Resume Trading
Effective at the opening, Wednesday, June 20, 2018, shares of the Company will resume trading.
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