Subject: Star Copper Corp. - News for Dissemination
PDF Document
File: Attachment STCU - NR - Life Offering.pdf
Star Copper Announces $1 Million LIFE Offering &
Amendment to Indata Project Option Agreement
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.
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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.
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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.
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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.
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