Lodestar Metals Corp. has arranged a non-brokered private placement of up to 6,666,666 postconsolidation units at a price of 7.5 cents per postconsolidation unit for gross proceeds of up to $500,000.
Lowell Kamin, chief executive officer of Lodestar, commented: “This transaction represents a significant step forward as Lodestar positions itself to unlock the vast potential of Nevada’s precious metals. The $500,000 financing strengthens our balance sheet and gives investors a rare opportunity to participate at the very beginning of an exciting discovery story. By consolidating our shares, we are tightening the capital structure and creating the foundation to attract long-term, high-quality investors who share our vision. At the same time, we continue to elevate our leadership with the appointment of Randene Seeman to the board and Doug Engdahl as a strategic adviser, adding depth and expertise to our already strong team. Lodestar is entering this next phase with discipline, momentum and a clear focus on building value — and this is only the beginning.”
Each postconsolidation unit will consist of one postconsolidation common share of the company and one-half of one share purchase warrant, with each unit warrant entitling the holder to purchase one additional postconsolidation common share at a price of 12 cents per unit warrant share for a period of two years from the date of issue (the expiry date). The company has the right to accelerate the expiry date if, at any time, the volume weighted average price of the postconsolidation common shares on the principal exchange or market on which the postconsolidation common shares trade is equal to or greater than 15 cents for 10 consecutive trading days (10-day period). In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the company issues the acceleration notice through a news release, provided that the acceleration notice is issued within 10 business days after the end of the particular 20-day period.
The company may also pay finders a fee of 6-per-cent cash and 6-per-cent share purchase warrants. The securities issued under the offering will be subject to restrictions on resale for a period of six months from the date of issue.
The proceeds of the offering will be used for exploration and drilling on the company’s Goldrun project located in Nevada as well as working capital purposes. The offering is subject to acceptance of the TSX Venture Exchange.
Share consolidation
The company also announces that it plans to consolidate its issued and outstanding common shares at a ratio of two preconsolidated shares to one postconsolidation share. The purpose of the consolidation is to improve the capital structure and generate greater investor interest.
The company currently has 47,336,500 common shares issued and outstanding. Upon completion of the consolidation, the company will have 23,668,250 common shares issued and outstanding.
As advised above, the company is undertaking a private placement of up to 6,666,666 postconsolidation units at a price of 7.5 cents per postconsolidation unit for gross proceeds of up to $500,000.
In accordance with the company’s articles, the consolidation will not require the approval of the shareholders. The company will not be changing its name in connection with the consolidation. The consolidation is subject to the acceptance of the TSX Venture Exchange.
Strengthened leadership team
The company is also pleased to announce the appointment of Randene Seeman as a new director of the company and Doug Engdahl as strategic adviser.
Randene Seeman brings more than 25 years of mining and resource-sector experience spanning project development, corporate finance and strategic advisory. She has structured and executed acquisitions, divestments and capital programs for junior and mid-tier mining companies, with a particular focus on critical minerals and battery-metal projects.
Ms. Seeman co-founded Eclipse Capital Advisors, where she led transactions involving funding, partnerships and business restructuring for exploration and development companies. She was a founding member of Pristine Lithium, advancing a 336,000-acre lithium-brine portfolio in Saskatchewan and completing a $3-million exit in 2023. She is currently a strategic adviser to Althea Copper Corp., guiding the company from early exploration through an updated National Instrument 43-101 technical report and a multimillion-dollar capital program.
Her background includes raising capital for exploration projects, negotiating joint ventures and advising industry-agnostic funds on energy and mineral investments. Ms. Seeman’s combined expertise in mining development, finance and stakeholder engagement adds strong transactional and strategic depth to Lodestar’s board.
Mr. Engdahl is a professional geologist and the current president and chief executive officer of Axiom Group. Mr. Engdahl received his BSc from the University of Saskatchewan in geological sciences and a citation program in applied geostatistics with Clayton Deutsch from the University of Alberta. He is professional geoscientist registered with the Association of Professional Engineers and Geoscientists of Saskatchewan (APEGS), Engineers & Geoscientists British Columbia, and Professional Engineers and Geoscientists of Alberta (APEGA).
Mr. Engdahl has over 20 years managing various companies with 16 years of geological experience in both junior and major exploration and mining sectors across North America, Middle East and Africa. His extensive mineral exploration experience has been focused on data compilation and interpretation, drill target generation, and drill program management, as well as resource and mine modelling with focus on structural geology and resource calculations. Mr. Engdahl is also an active director on multiple public and private mining companies and audit committees.
Additionally, the company is pleased to announce the engagement of Jemini1 Finance Inc., effective Sept. 29, 2025. Over a four-month term, Jemini Capital will lead investor outreach and financing support to expand awareness of the company. Under the agreement, Jemini Capital will receive a $5,000 monthly fee and 250,000 stock options (125,000 stock options) at five cents per preconsolidation share (10 cents per postconsolidation share), subject to the company’s stock option plan, to the approval of the board of directors, and the standard vesting and TSX-V policies. Founded in 2014, Jemini Capital has advised on over $400-million in financings, with a team of seasoned bankers, marketers and investors specializing in natural resources and technology.
Stock options
The company also announces that it has granted a total of 1,191,825 postconsolidation options to its directors, officers and advisers at a price of 10 cents per postconsolidation share. The options expire five years from the date of grant.
About Lodestar Metals Corp.
Lodestar Metals is a Canadian gold exploration company focused on advancing the drill-ready Goldrun project in Nevada, strategically located on a major Carlin-style gold trend and adjacent to some of the largest gold deposits in North America. With decades of combined geological and capital markets expertise, Lodestar follows a disciplined, step-by-step approach to discovery. The company’s strategy is clear: focus capital on high-value targets, move quickly on known mineralization and build a compliant gold resource that delivers lasting shareholder value.