Star Metro - Star Copper and Alpha Copper Announce Completion of Spin-Out

Darryl Jones, President, CEO and a Director of Star Copper, and CEO and a Director of Alpha Copper, commented:

"We are pleased with the completion of this exciting opportunity for Star Copper, Alpha Copper and the shareholders. Creating a standalone company focused on holding and advancing Star Copper's flagship asset, the Star Project, and a standalone company focused on advancing the Okeover Project will diversify our shareholder's investments and allow each respective company, Star Copper and Alpha Copper, to focus on advancing their respective assets."

The Arrangement was completed pursuant to the Business Corporations Act (British Columbia) and became effective at 12:01 a.m. on May 9, 2025 (the "Effective Time"). Under the Arrangement, the Shareholders are entitled to receive, in exchange for each Star Copper common share held immediately prior to the Effective Time: (i) one new common share in the authorized capital of Star Copper (each, a "New Star Copper Share"); and (ii) one-third of one Spinco Share, provided that no fractional Spinco Shares will be distributed under the Arrangement and any fractional Spinco Share that results from the Arrangement will be rounded down to the nearest whole number without any compensation paid in lieu to applicable Shareholders. The Shareholders own 100% of the issued and outstanding Spinco Shares.

The New Star Copper Shares (ISIN: CA85512H1047; CUSIP: 85512H104) will be trading on the Canadian Securities Exchange ("CSE") in Canada (CSE:STCU), on the OTC Market in the United States (OTC: STCUF), and on the Frankfurt Stock Exchange in Germany (FWB: PP00). Alpha Copper is not currently listed on any stock exchange and there are no current plans to list the Spinco Shares on any stock exchange. As a result of the Arrangement, Alpha Copper now operates as a reporting issuer in British Columbia, Alberta and Ontario, and will comply with its continuous disclosure obligations under applicable securities laws.

Computershare Investor Services Inc. is the depositary for the Arrangement, and caused letters of transmittal to be mailed to certain registered holders of common shares of the Company to exchange outstanding share certificates representing common shares of the Company for share certificates representing the New Star Copper Shares and the Spinco Shares to which such shareholders are entitled.

Further information regarding the Arrangement and Alpha Copper is set out in Company's information circular dated April 1, 2025, which is filed under Star Copper's SEDAR+ profile at www.sedarplus.ca.

About Star Copper Corp. (CSE:STCU)(OTC PINK:STCUF)(FWB:PP00)

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/

About Alpha Copper Corp.

On May 9, 2025, Alpha Copper completed a plan of arrangement with Star Copper Corp., pursuant to which it acquired a 100% legal and beneficial interest in the Okeover Project.

On Behalf of the Board of Directors of Star Copper Corp. and Alpha Copper Corp.

~Darryl Jones~

Darryl Jones,

President, CEO & Director of Star Copper Corp.

CEO & Director of Alpha Copper Corp.

Contact Star Copper

Invictus Investor Relations
+1 (604) 788-9533
[email protected]

Contact Alpha Copper

Darryl Jones Director
604 788 933

Cautionary Note Regarding Forward-Looking Statements

This message contains certain statements that may be deemed "forward-looking statements" concerning the Company and Alpha Copper within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," "indicates," "opportunity," "possible" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Although the Company and Alpha Copper believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. All statements, other than statements of historical fact, included herein, without limitation, including: the anticipated benefits of the Spin-Out; the advancement of the Okeover Project by Alpha Copper and the advancement of the Star Project by Star Copper, including the unlocking of value for the Company's shareholders; the listing status of the Spinco Shares; and, the listing or trading of New Star Copper Shares on the CSE, the OTC Market and the Frankfurt Stock Exchange, are all forward-looking statements. 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. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Star Copper and Alpha Copper, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such material risks and uncertainties include, but are not limited to, among others; the benefits of the Spin-Out; the ability of the parties to raise sufficient capital to fund each of their obligations under its property agreements going forward and conduct drilling and exploration; to maintain each of their respective mineral tenures and concessions in good standing; to explore and develop each of their respective projects; changes in economic conditions or financial markets; the inherent hazards associated with mineral exploration and mining operations; future prices of nickel and other metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries; the ability of the parties to obtain the necessary permits and consents required to explore, drill and develop each of their respective projects and if accepted, to obtain such licenses and approvals in a timely fashion relative to the respective parties' plans and business objectives for the applicable project; the general ability of the parties to monetize each of their respective mineral resources; and changes in environmental and other laws or regulations that could have an impact on each of their respective operations, compliance with environmental laws and regulations, dependence on key management personnel and general competition in the mining industry. Star Copper does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.

SOURCE: Star Copper Corp.

View the original press release on ACCESS Newswire

L.Girard--SMC