Star Metro - Star Copper Announces Closing of C$3.75 Million First Tranche of Non-Brokered Private Placement and Board Update

LIFE Offering

Under the First Tranche, the Company issued 2,000,000 units of the Company (each, a "LIFE Unit") at a price of C$0.50 per LIFE Unit (the "LIFE Offering") for gross proceeds of C$1,000,000, in accordance with the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106").

Each LIFE Unit consists of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant of the Company (each, a "Warrant"). Each Warrant is exercisable to acquire one Common Share (each a "Warrant Share") at a price of C$0.75 per Warrant Share for a period of 12 months from the date hereof (the "Closing Date"). The Warrant Shares are subject to resale restrictions prohibiting the transfer thereof until the date which is four months and one day from the date of issuance (the "Warrant Share Restriction"). Pursuant to Listed Issuer Financing Exemption, the Common Shares issued under the LIFE Offering are not subject to a hold period in accordance with applicable Canadian securities laws, however the Warrant Shares underlying the Warrants issued under the LIFE Offering, if any are issued, will be subject to the Warrant Share Restriction. The Warrants issued pursuant to the LIFE Offering will not be listed for trading on any stock exchange.

As previously announced, the Company intends to use the net proceeds of the LIFE Offering for general working capital purposes and to advance its mineral resource projects.

No commissions or fees are payable by the Company in connection with the LIFE Offering.

Unit Offering

Secondly, under the First Tranche of the Company's ongoing offering of units of the Company (each a "Unit") at a price of C$0.50 per Unit (the "Unit Offering"), Star Copper issued 4,005,000 Units for gross proceeds of C$2,002,500 to subscribers pursuant to other prospectus exemptions available to the Company under NI 45-106.

Each Unit consists of one Common Share and one Warrant, with each Warrant exercisable to acquire one Warrant Share at a price of C$0.75 per Warrant Share for a period of 12 months from the Closing Date. All securities issued in connection with the Unit Offering are subject to a statutory hold period of four months and one day from the date of issuance.

As previously announced, the Company intends to use the net proceeds of the Unit Offering for project evaluation, general working capital purposes and investor relations activities.

No commissions or fees are payable by the Company in connection with the First Tranche of the Unit Offering. The Company may pay finder's fees in connection with the remainder of the Unit Offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

FT Offering

Third, under the First Tranche of the Company's ongoing offering of flow-through Common Shares (each, an "FT Share") at a price of C$0.57 per FT Share (the "FT Offering"), Star Copper issued 1,316,915FT Shares for gross proceeds of C$750,641.97 to subscribers pursuant to other prospectus exemptions available to the Company under NI 45-106. The FT Shares are issued as a "flow-through shares" (as such term is defined in subsection 66(15) of the Income Tax Act (Canada)).

As previously announced, the Company intends to use the gross proceeds of the FT Shares to advance the Company's British Columbian flagship Star Project. Please refer to the Company's February 26, 2025 technical report in respect of the Start Project, available under its profile at www.sedarplus.ca, for more information about the Star Project.

In connection with the First Tranche of the FT Offering, the Company paid certain finders a fee consisting of (a) cash commissions equal to 7% of certain subscriptions under the FT Offering, for an aggregate cash commission of C$40,266.92, and (b) non-transferable Warrants (the "Finder's Warrants") equal to 7% of certain subscriptions under the FT Offering, for an aggregate of 70,643 Finders' Warrants. The Finder's Warrants are exercisable at C$0.75 per Common Share for a period of 12 months from the Closing Date. The Company may pay additional finder's fees in connection with the remainder of the FT Offering in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.

All securities issued in connection with the FT Offering are subject to a statutory hold period of four months and one day from the date of issuance.

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.

Board Update

The Company also announces the resignation of Wes Siemens from the board of directors. The Company thanks Mr. Siemens for his contributions and wishes him the best in his future endeavors.

About Star Copper Corp. (CSE:STCU)(OTCQB:STCUF)(FWB:SOP)

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) 788-9533
[email protected]

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 Offering, the intended use of proceeds of the Offering, and payment of finder's fees under the remainder of the Unit Offering or FT Offering. All statements other than statements of historical fact, included in this news release are forward-looking statements that involve risks and uncertainties including: that the proceeds of the Offering may not be used as stated in this news release and adverse market conditions and other factors beyond the control of the Company. 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.

SOURCE: Star Copper Corp.

View the original press release on ACCESS Newswire

W.Richard--SMC