VANCOUVER, British Columbia, July 28, 2025, Star Copper Corp. (the “Company”) (CSE: STCU) (OTC: STCUF) (FWB: SOP) is pleased to announce that, further to its previous news release dated July 16, 2025, it intends to complete a non-brokered private placement for gross proceeds of up to C$4,000,000.50 from the sale of up to 2,666,667 “flow-through” units of the Company (each, a “FT Unit”, and collectively, the “FT Units”) at a price of C$1.50 per FT Unit (the “LIFE Offering”) under the Listed Issuer Financing Exemption (as defined herein). Under the LIFE Offering, up to 2,500,000 FT Units are to be offered and sold pursuant to charity flow-through arrangements for aggregate proceeds of $3,750,000, and the remaining 166,667 FT Units are to be offered and sold pursuant to a traditional flow-through financing for aggregate proceeds of $250,000.50.
Each FT Unit will consist of one “flow-through” common share (each, a “FT Share” and collectively, “FT Shares”) and one “flow-through” common share purchase warrant (each a “FT Warrant” and collectively, “FT Warrants”), issued as “flow-through shares”, as defined in subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). Each FT Warrant will be exercisable to acquire one common share (each a “Warrant Share”, and collectively, “Warrant Shares”) at a price of $1.60 per Warrant Share for a period of 24 months from the Closing Date (as defined below). The Warrant Shares underlying the FT Units will not qualify as “flow-through shares” under the Tax Act. The FT 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 August 6, 2025 (the “Closing Date”), or such other date as determined by the Company, such date being no later than 45 days from the date hereof.
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.
The gross proceeds of the LIFE Offering will be used to incur “Canadian exploration expenses” that are “flow-through critical mineral mining expenditures”, within the meaning of the Tax Act, on the Company’s flagship Star Project.
There is an amended and restated offering document dated July 28, 2025 (the “Offering Document”) related to the LIFE Offering that can be accessed under the Company’s issuer profile on SEDAR+ 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.
The Company may pay finder’s fees in connection with the LIFE Offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange. Completion of the LIFE Offering is subject to customary conditions and the receipt of all necessary approvals.
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.
About Star Copper Corp. (CSE: STCU) (OTC: STCUF) (FWB: SOP / WKN A416ME)
Star Copper Corp. is an exploration and development company focused on developing high-potential copper projects in mining-friendly jurisdictions. The Company aims to advance its British Columbian flagship Star Project where significant exploration work including historical drilling has confirmed open mineralization at depth and in all directions. Star Copper’s strategic plans include geological mapping and geophysical surveys to refine existing targets, diamond drilling programs to test high-priority zones, environmental baseline studies and permitting groundwork alongside data analysis and resource modeling to support a future resource estimate prepared in accordance with National Instrument 43-101. The Company further plans to advance its Indata Project with follow-up drilling to expand on previous high-grade copper and gold intercepts, trenching and surface sampling to delineate mineralized zones, and infrastructure improvements for site accessibility and operations. With a commitment to sustainable development and value creation, Star Copper aims to position itself to support surging industrial demand to meet growing global electrification needs.
For more information visit: www.starcopper.com and to sign up for free news alerts please go to https://starcopper.com/news/news-alerts/, or follow us on X (formerly Twitter), Facebook or LinkedIn. More information in respect of the Star Project, including historical drilling, is available under the Company’s SEDAR+ profile at www.sedarplus.ca and/or in the Company’s February 26, 2025 technical report.
Investor Relations Star Copper Corp.
Email: info@starcopper.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 Company’s exploration and development plans with respect its projects, and statements regarding the LIFE Offering including, without limitation, statements regarding the completion or the expected closing date, the payment of finder’s fees, the receipt of regulatory approvals, and the use of gross proceeds. 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.
