Star Copper Announces Completion of $4 Million LIFE Offering

Rhea-AI Summary

Star Copper (OTC:STCUF) has successfully completed a non-brokered private placement, raising C$3,999,999 through the sale of 2,666,666 "flow-through" units at C$1.50 per unit under the Listed Issuer Financing Exemption.

Each unit consists of one flow-through common share and one flow-through warrant, with warrants exercisable at $1.60 per share for 24 months. The offering was available to investors across Canada (except Quebec), and the proceeds will fund Canadian exploration expenses at the company's Star Project.

Canaccord Genuity Corp. acted as finder, receiving a 7% cash fee of $17,499.93 and 11,666 finder's warrants exercisable at $1.50 for 24 months.

Positive

• Successfully raised C$4 million in flow-through financing
• Proceeds dedicated to critical mineral mining exploration at flagship Star Project
• No resale restrictions on securities under Canadian securities laws

Negative

• 7% finder's fee and additional warrants result in increased costs of capital
• Potential dilution from exercise of warrants and finder's warrants

News Market Reaction

-11.99%

1 alert

-11.99% News Effect

On the day this news was published, STCUF declined 11.99%, reflecting a significant negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

VANCOUVER, BC / ACCESS Newswire / August 20, 2025 / Star Copper Corp. (the "Company") (CSE:STCU)(OTC:STCUF)(FWB:SOP) is pleased to announce that, further to its previous news releases dated July 16, 2025 and July 28, 2025, it completed a non-brokered private placement for gross proceeds of C$3,999,999 from the sale of 2,666,666 "flow-through" units of the Company (each, an "FTUnit", and collectively, the "FT Units") at a price of C$1.50 per FT Unit (the "LIFE Offering") under the Listed Issuer Financing Exemption (as defined herein).

Each FT Unit consists of one "flow-through" common share (each, an "FT Share" and collectively, the "FT Shares") and one "flow-through" common share purchase warrant (each an "FT Warrant" and collectively, the "FT Warrants"), issued as "flow-through shares", as defined in subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each FT Warrant is exercisable to acquire one common share (each a "Warrant Share", and collectively, the "Warrant Shares") at a price of $1.60 per Warrant Share for a period of 24 months from the date hereof (the "Closing Date"). The Warrant Shares underlying the FT Units will not qualify as "flow-through shares" under the Tax Act. The FT Warrants to be issued pursuant to the LIFE Offering will not be listed for trading on any stock exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE Offering was 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 LIFE Offering pursuant to the Listed Issuer Financing Exemption are not subject to resale restrictions in accordance with applicable Canadian securities laws. There is an amended and restated offering document dated July 28, 2025 (the "Offering Document") related to the LIFE Offering that can be accessed under the Company's issuer profile on SEDAR+ at www.sedarplus.ca and on the Company's website at: www.starcopper.com.

The gross proceeds of the LIFE Offering will be used to incur "Canadian exploration expenses" that are "flow-through critical mineral mining expenditures", within the meaning of the Tax Act, on the Company's flagship Star Project.

Pursuant to a finder's fee agreement dated August 8, 2025 (the "Finder's Agreement") entered into between the Company and Canaccord Genuity Corp. (the "Finder") in respect of the LIFE Offering, the Company paid a finder's fee to the Finder consisting of: (i) a cash payment of $17,499.93, being an amount equal to 7% of the gross proceeds raised from subscriptions in the LIFE Offering from persons introduced to the Company by the Finder; and (ii) 11,666 finder's warrants (the "Finder's Warrants"), being an amount equal to 7.0% of the aggregate number of FT Units subscribed for by persons introduced to the Company by the Finder. Each Finder's Warrant is exercisable to purchase one additional common share (the "Finder's Warrant Shares") at $1.50 per Finder's Warrant Share for a period of 24 months from the Closing Date, all in accordance with and subject to the terms of the warrant certificate representing the Finder's Warrants and the policies of the Canadian Securities Exchange.

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.

About Star Copper Corp. (CSE: STCU) (OTC: STCUF) (FWB: SOP / WKN A416ME)

Star Copper Corp. is an exploration and development company focused on developing high-potential copper projects in mining-friendly jurisdictions. The Company aims to advance its British Columbian flagship Star Project where significant exploration work including historical drilling has confirmed open mineralization at depth and in all directions. Star Copper's strategic plans include geological mapping and geophysical surveys to refine existing targets, diamond drilling programs to test high-priority zones, environmental baseline studies and permitting groundwork alongside data analysis and resource modeling to support a future resource estimate prepared in accordance with National Instrument 43-101. The Company further plans to advance its Indata Project with follow-up drilling to expand on previous high-grade copper and gold intercepts, trenching and surface sampling to delineate mineralized zones, and infrastructure improvements for site accessibility and operations. With a commitment to sustainable development and value creation, Star Copper aims to position itself to support surging industrial demand to meet growing global electrification needs.

For more information visit: www.starcopper.com and to sign up for free news alerts please go to https://starcopper.com/news/news-alerts/, or follow us on X (formerly Twitter),Facebook or LinkedIn. More information in respect of the Star Project, including historical drilling, is available under the Company's SEDAR+ profile at www.sedarplus.ca and/or in the Company's February 26, 2025 technical report.

Investor Relations Star Copper Corp.

Email: info@starcopper.com

Web: https://starcopper.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 Company's exploration and development plans with respect its projects, and statements regarding the LIFE Offering including, without limitation, statements regarding the anticipated benefits thereof and the use of gross proceeds. 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.

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

FAQ

How much did Star Copper (STCUF) raise in its LIFE Offering?

Star Copper raised C$3,999,999 through the sale of 2,666,666 flow-through units at C$1.50 per unit.

What are the terms of Star Copper's flow-through warrants?

Each warrant is exercisable at $1.60 per share for a period of 24 months from the closing date.

How will Star Copper use the proceeds from the LIFE Offering?

The proceeds will be used for Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures at the company's Star Project.

What fees did Star Copper pay for the LIFE Offering?

Star Copper paid Canaccord Genuity Corp. a 7% cash fee of $17,499.93 and 11,666 finder's warrants exercisable at $1.50 for 24 months.

Are there any resale restrictions on the LIFE Offering securities?

No, the securities offered under the Listed Issuer Financing Exemption are not subject to resale restrictions under Canadian securities laws.