VANCOUVER, British Columbia, May 16, 2025, Star Copper Corp. (the “Company”) (CSE: STCU) (OTC: STCUF) (FWB: PP00) is pleased to announce that it intends to modify its existing non-brokered private placement (refer to the Company’s press release of April 29, 2025 for further details) (the “Offering”) by adding an additional non-brokered private placement for gross proceeds of up to C$1,000,000 from the sale of up to 2,000,000 units of the Company (each, a “Unit”) at a price of C$0.50 per Unit (the “LIFE Offering”) under the Listed Issuer Financing Exemption (as defined herein). The previously announced flow through and non-flow through components of the Offering will proceed on the same basis as previously disclosed alongside the new LIFE Offering component, and neither the LIFE Offering nor the previously announced Offering components are conditional upon completion of the other.
Each Unit will consist of one common share in the capital of the Company (each, a “Common Share” and collectively, “Common Shares”) and one Common Share purchase warrant of the Company (each a “Warrant” and collectively, “Warrants”). Each Warrant will be exercisable to acquire one Common Share (each a “Warrant Share”) at a price of $0.75 per Warrant Share for a period of 12 months from the Closing Date (as defined below). The Warrant Shares will be subject to resale restrictions prohibiting the transfer thereof until the date which is four months and one day from the Closing Date (the “Warrant Share Restriction”). The Warrants to be issued pursuant to the LIFE Offering will not be listed for trading on any stock exchange. The LIFE Offering is expected to close on or about May 23, 2025 (the “Closing Date”), or such other date as determined by the Company, such date being no later than 45 days from the date the Company issues a press release announcing the LIFE Offering.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE Offering is being made to purchasers resident in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). The securities offered under the Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws, however the Warrant Shares will be subject to the Warrant Share Restriction in accordance with their terms.
There is an offering document (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at: www.starcopper.com. Prospective investors should read this Offering Document before making an investment decision.
No commissions or fees are payable in connection with the LIFE Offering.
The Company intends to use the net proceeds of the LIFE Offering for general working capital purposes and to advance its mineral resource projects, with specific regard to the Indata Project (defined below).
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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.
Amendment to Indata Project Option Agreement
The Company also announces that is has entered into an amending agreement (the “Amending Agreement”) in respect of the option agreement (the “Option Agreement”) dated June 20, 2018 (as previously amended on May 7, 2019, November 16, 2020, July 6, 2022, March 20, 2023, January 15, 2024 and July 19, 2024) with Eastfield Resources Ltd. (“Eastfield”), pursuant to which the Company may acquire a 60% interest in the Indata copper-gold project located in north central British Columbia (the “Indata Project”).
In accordance with the Amending Agreement, to earn a 60% interest in the Indata Project, the Company must make remaining payments to Eastfield and incur remaining exploration expenditures on the Property as follows:
- Pay $50,000 by June 20, 2025 (up to $20,000 of which may be paid in Common Shares);
- Incur $366,186 in exploration expenditures and pay $20,000 by December 31, 2025; and
- Incur $800,000 in exploration expenditures and pay $30,000 by December 31, 2026 (up to $20,000 of which may be paid in Common Shares).
If the forgoing payments are made and exploration expenditures are incurred, the Company will have paid an aggregate of $440,000 (up to $170,000 of which was paid Shares) and incurred $2,700,000 in exploration expenditures under the Option Agreement to earn a 60% interest in the Indata Project.
About Star Copper Corp. (CSE: STCU) (OTC: STCUF) (FWB: PP0)
Star Copper is focused on contributing to the green economy by finding and developing copper resource assets in stable jurisdictions. The Company is positioned to earn a 60-per-cent interest in the Indata copper-gold project located in north-central British Columbia. After the acquisition of Cavu Energy Metals, the Company has acquired 100% of the Star copper-gold porphyry project in the Golden Triangle of British Columbia, as well as the 100% owned Quesnel project in the middle of the Quesnel Trough, host to a number of alkalic copper-gold porphyry deposits running northwest across western British Columbia.
For more information visit https://starcopper.com/
On Behalf of the Board of Directors of Star Copper Corp.
~Darryl Jones~
Darryl Jones
President, CEO & Director
Star Copper Corp.
Contact Star Copper
Invictus Investor Relations
+1 (604) 343.8661
walter@invictusir.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. In particular, this press release contains forward looking statements concerning the LIFE Offering and the Offering, the completion of the LIFE Offering and the Offering, the expected closing date of the LIFE Offering, the use of proceeds from the LIFE Offering. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include but are not limited to market conditions and the risks detailed from time to time in the filings made by the Company with securities regulators. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this news release.
