Mr.
Darryl Jones reports
STAR COPPER ANNOUNCES $1 MILLION LIFE OFFERING &
AMENDMENT TO INDATA PROJECT OPTION AGREEMENT
Star Copper Corp. intends to modify its existing non-brokered private placement (refer to the company's press release of April 29, 2025, for further
details) by adding an additional non-brokered private placement for gross
proceeds of up to $1-million from the sale of up to two million units of the company at a price of 50 cents per unit 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 and one common share purchase warrant of the
company. Each warrant will be exercisable to
acquire one common share at a price of 75 cents 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 that is four months
and one day from the closing date. 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, 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, 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
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 related to the LIFE offering that can
be accessed under the company's profile on SEDAR+ and on the company's website. 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).
Amendment to Indata project option agreement
The company also announces that it has entered into an amending agreement in respect of the option agreement dated June 20, 2018
(as previously amended on May 7, 2019, Nov. 16, 2020, July 6, 2022, March 20, 2023,
Jan. 15, 2024, and July 19, 2024), with Eastfield Resources Ltd., pursuant to which
the company may acquire a 60-per-cent interest in the Indata copper-gold project, located in northern-central British Columbia.
In accordance with the amending agreement, to earn a 60-per-cent 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 Dec. 31, 2025;
-
Incur $800,000 in exploration expenditures and pay $30,000 by Dec. 31, 2026 (up
to $20,000 of which may be paid in common shares).
If the foregoing 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 in shares) and incurred
$2.7-million in exploration expenditures under the option agreement to earn a 60-per-cent interest in
the Indata project.
About Star Copper Corp.
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 northern-central British Columbia. After the acquisition
of Cavu Energy Metals, the company has acquired 100 per cent of the Star copper-gold porphyry project
in the Golden Triangle of British Columbia as well as the 100-per-cent-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.
We seek Safe Harbor.
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