Zimtu Capital Corp. Closes Sale of Copperline Property to Star Copper Corp.

Rhea-AI Summary

Zimtu Capital Corp. (TSXV:ZC) has completed the sale of its Copperline property in British Columbia to Star Copper Corp. The property, comprising seven mineral claims totaling 2,687 hectares, is located near Skutsil Knob.

The transaction terms include $350,000 in cash payments ($100,000 at closing, $250,000 after six months) and 500,000 common shares of Star Copper (200,000 at closing, 300,000 after six months). Additionally, Zimtu will receive a milestone bonus of $1.5 million upon publication of a qualifying resource estimate, and a 2% NSR royalty on future mineral production.

Positive

• Total cash consideration of $350,000 plus 500,000 shares for the property sale
• Potential milestone bonus of $1.5 million upon qualifying resource discovery
• 2% NSR royalty retention on future mineral production
• 1% of NSR can be bought back for $1 million, providing additional future cash potential

Negative

• Transaction involves non-arm's length parties due to overlapping management
• Share consideration subject to four-month hold period, limiting immediate liquidity

VANCOUVER, BC / ACCESS Newswire / August 18, 2025 / Zimtu Capital Corp. (TSXV:ZC)(FSE:ZCT1) (the "Company" o0r "Zimtu") announces that that it has closed the previously announced sale to Star Copper Corp. (the "Purchaser" or "Star") of the Copperline property located in north-central British Columbia (the "Property"). Pursuant to a mineral property acquisition agreement dated July 14, 2025 between the Company and the Purchaser (the "Agreement"), the Company agreed to sell a 100% interest in the Property to the Purchaser in exchange for the consideration set forth below (the "Transaction"). The Property is comprised of seven mineral claims totaling 2,687 hectares, located near Skutsil Knob at the southern end of the Driftwood range, approximately 120 kilometres north-northeast of Smithers, BC.

Terms of the Transaction

As consideration for the Property, Zimtu will receive from the Purchaser the following:

1. An aggregate $350,000 in cash, to be paid as follows:

   • $100,000 on the closing of the Transaction (the "Closing Date");

     • $250,000 on the first business day that is six (6) months after the Closing Date (the "Completion Date");

2. An aggregate 500,000 common shares in the capital of the Purchaser (the "Consideration Shares"), to be issued as follows:

   • 200,000 Consideration Shares on the Closing Date; and

     • 300,000 Consideration Shares on the Completion Date.

In addition, the Purchaser will pay to Zimtu a milestone bonus in the amount of $1,500,000 consisting of $750,000 in cash and $750,000 in common shares (the "Bonus Shares") upon the publication by the Purchaser of a mineral resource estimate prepared in accordance with Form 43-101F1, in respect of the Property disclosing any combination of measured, indicated or inferred mineral resources in excess of either (i) 500,000,000 pounds of copper or (ii) 15,000,000 ounces of silver. The Bonus Shares will be issued at a deemed price per share that is equal to the ten (10) day volume-weighted average of the common shares of the Purchaser on the Canadian Securities Exchange.

The Purchaser will also grant Zimtu a 2% net smelter returns royalty (the "NSR Royalty") interest in the future minerals production from the Property, upon achieving commercial production. The NSR Royalty is freely assignable by Zimtu, and 1% NSR Royalty may be repurchased by the Purchaser at any time within five (5) years of the Closing Date for a cash payment of $1,000,000.

No finders' fees will be paid in connection with the Transaction. The Transaction involves non-arm's-length parties, as such term is defined in Policy 5.3 of the TSX Venture Exchange, as Sean Charland is a director of Zimtu and Star and Jody Bellefleur is the chief financial officer of Zimtu and Star. The Consideration Shares and Bonus Shares are subject to a hold period expiring four months and one day following the date of issuance.

About Zimtu Capital Corp.

Zimtu Capital Corp. is a public investment issuer that aspires to achieve long-term capital appreciation for its shareholders. Zimtu Capital companies may operate in the fields of mineral exploration, mining, technology, life sciences or investment. The Company trades on the TSX Venture Exchange under the symbol "ZC" and Frankfurt under the symbol "ZCT1". For more information, please visit https://www.zimtu.com.

On Behalf of the Board of Directors
ZIMTU CAPITAL CORP.

"Sean Charland"
Sean Charland
President & Director
Phone: 604.681.1568

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS NEWS RELEASE.

This news release contains forward‑looking statements, which include any information that addresses activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking statements in this press release include that the Closing will occur, including the payment of the cash and Consideration Shares and Bonus Shares (if applicable) and the grant of the net smelter royalty.

These statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from those expressed, implied by or projected in the forward‑looking information or statements. Important factors that could cause actual results to differ from these forward‑looking statements include, but are not limited to: risks associated with the business of the Company or the businesses of the companies that the Company has invested in, including, without limitation, the natural resource exploration industry; changes in commodity prices as the Company has investments in natural resource exploration issuers; changes in interest and currency exchange rates; geopolitical risk and social unrest; changes in general economic conditions or conditions in the financial markets; and economic, competitive, governmental, environmental and technological factors which may affect the Company's operations, investments, markets, products and share price and that the Purchaser may not achieve the milestones set out in the Agreement which would trigger the issuance of the Bonus Shares.

Except as required by law, the Company does not intend to revise or update these forward‑looking statements after the date of this document or to revise them to reflect the occurrence of future unanticipated events.

SOURCE: Zimtu Capital Corp.

View the original press release on ACCESS Newswire

FAQ

What are the terms of Zimtu Capital's Copperline property sale to Star Copper?

The sale includes $350,000 in cash ($100,000 at closing, $250,000 after 6 months), 500,000 common shares, a potential $1.5M milestone bonus, and a 2% NSR royalty.

Where is the Copperline property located and what does it include?

The property is located 120 kilometers north-northeast of Smithers, BC, comprising seven mineral claims totaling 2,687 hectares near Skutsil Knob.

What milestone bonus can Zimtu receive from Star Copper?

Zimtu can receive $1.5 million ($750,000 cash and $750,000 in shares) if Star publishes a resource estimate showing over 500M pounds of copper or 15M ounces of silver.

What is the NSR royalty agreement in the Copperline property sale?

Zimtu receives a 2% NSR royalty on future mineral production. Star can repurchase 1% of the NSR within 5 years for $1 million.

Are there any related party concerns in the Zimtu-Star Copper transaction?

Yes, the transaction involves non-arm's length parties as Sean Charland is a director of both companies and Jody Bellefleur is CFO of both companies.