Star Copper Confirms Effective Date of Spin-Out of Okeover Project

Rhea-AI Summary

Star Copper Corp. (CSE:STCU) has confirmed that its previously announced plan of arrangement for the spin-out of the Okeover copper-molybdenum project will become effective on May 9, 2025. Shareholders of record as of May 8, 2025, will receive:

1. One identical replacement common share of Star Copper under a new ISIN/CUSIP 2. One-third of one common share in Alpha Copper Corp. for each existing Star Copper share

The Okeover Project, located near Powell River, British Columbia, along with related assets and liabilities, will be transferred to the new entity. No fractional shares will be distributed, and any fractional shares will be rounded down without compensation.

Positive

• Shareholders gain additional value through ownership in a new copper-focused entity
• Strategic separation of assets could allow better focus and valuation for each entity
• The Okeover Project maintains 100% ownership structure in the new entity

Negative

• Shareholders receiving fractional shares will lose value due to rounding down without compensation
• Additional administrative complexity for shareholders managing two separate holdings

VANCOUVER, BC / ACCESS Newswire / May 7, 2025 / Star Copper Corp. ("Star Copper" or the "Company") (CSE:STCU) is pleased to report that, further to its news release dated May 6, 2025, the previously announced plan of arrangement (the "Arrangement") will become effective on May 9, 2025 (the "Effective Date").

Star Copper shareholders of record as at the close of business on May 8, 2025 (the "Shareholders") will receive, for each existing common share of the Company (ISIN: CA8549371091; CUSIP: 854937) held immediately prior to the Effective Date: (i) one identical replacement common share of Star Copper under a new ISIN / CUSIP (ISIN: CA85512H1047; CUSIP: 85512H104) (each, a "New Star Copper Share"); and (ii) one-third of one common share under a new ISIN / CUSIP (ISIN: CA02074C1005; CUSIP: 02074C100) (each whole common share, a "Spinco Share") in the authorized capital of Alpha Copper Corp. No fractional Spinco Shares will be distributed under the Arrangement; any fractional Spinco Shares that result from the Arrangement will be rounded down to the nearest whole number without any compensation paid to the applicable Shareholders in lieu of any such fractional Spinco Shares. The Company's transfer agent, Computershare Investor Services Inc., will act as depositary in connection with the Arrangement.

As previously announced, under the Arrangement the Company's 100% interest in the Okeover copper-molybdenum project located immediately north of the coastal City of Powell River, British Columbia (the "Okeover Project"), along with related assets and liabilities, will be spun out to the Shareholders through the Shareholders receiving Spinco Shares. Further information regarding the Arrangement is included in the 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. Subject to the completion the Arrangement, the Company also holds a 100% interest in the Okeover Copper-Molybdenum project north of Powell River.

For more information visit https://starcopper.com/

On Behalf of the Board of Directors of Star Copper Corp.
~Darryl Jones~
Darryl Jones, CEO, President & Director
Star Copper Corp.

Contact Star Copper
Invictus Investor Relations
+1 (604) 788-9533
walter@invictusir.com

Cautionary Statements Regarding Forward-Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, including: the completion of the Arrangement, including the Effective Date of the Arrangement; and, the trading of New Star Copper Shares on the CSE, FSE or the OTC Market, 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, 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 factors include, without limitation, the ability to satisfy all closing conditions of the Arrangement and the receipt of all regulatory approvals required therefore, the ability of the Company to complete proposed exploration work on its mineral properties, the results of exploration, the continued availability of capital on terms and conditions satisfactory to the Company, and changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. 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

FAQ

When will Star Copper's (STCU) spin-out of Okeover Project become effective?

The spin-out will become effective on May 9, 2025, with the record date being May 8, 2025.

What will Star Copper (STCU) shareholders receive in the spin-out arrangement?

Shareholders will receive one new Star Copper share and one-third of one common share in Alpha Copper Corp. for each existing Star Copper share held.

Where is the Okeover Project that Star Copper is spinning out located?

The Okeover copper-molybdenum project is located immediately north of the coastal City of Powell River, British Columbia.

How will fractional shares be handled in Star Copper's spin-out?

No fractional shares will be distributed. Any fractional shares resulting from the arrangement will be rounded down without compensation.