Zimtu Capital Corp. Signs Agreement to Sell Copperline Property to Star Copper Corp. & Announces Board Update

Rhea-AI Summary

Zimtu Capital Corp. (TSXV:ZC) has entered into a definitive agreement with Star Copper Corp. (CSE:STCU) to sell its 100% interest in the Copperline Property, located in British Columbia. The property spans 2,687 hectares across seven mineral claims.

The transaction terms include total cash payments of $350,000, issuance of 500,000 common shares, and a potential $1.5 million bonus upon completion of a favorable PEA. Zimtu will retain a 2% NSR royalty, half of which can be purchased for $1 million within 5 years. Additionally, the company announced the resignation of Chris Grove from its board of directors.

Positive

• None.

Negative

• Transaction involves Non-Arm's Length Parties due to overlapping management
• Loss of 100% ownership in a significant mineral property
• Board member resignation could impact company governance

VANCOUVER, BC / ACCESS Newswire / July 16, 2025 / Zimtu Capital Corp. (TSXV:ZC)(FSE:ZCT1) ("Zimtu" or the "Company") is pleased to announce that it has signed a definitive agreement dated July 14, 2025 with Star Copper Corp. (CSE:STCU)(OTC:STCUF)(FWB:SOP) ("Star") for the sale of a 100% interest in the Copperline Property ("Copperline" or the "Property"), located in north-central British Columbia (the "Transaction").

The Copperline Property comprises seven mineral claims totaling approximately 2,687 hectares. It is located near Skutsil Knob at the southern end of the Driftwood Range, approximately 120 km north-northeast of Smithers, British Columbia.

Transaction Terms:

Under the terms of the agreement, Zimtu will receive the following consideration from Star Copper:

1. the sum of CDN$100,000 in cash on signing of the agreement and $250,000 in cash 6 months from signing ("Cash Consideration),

2. Issue to the Vendor an aggregate 200,000 common shares on signing of the agreement and 300,000 common shares 6 months from signing ("Share Consideration), and

3. Pay the Vendor $1,500,000 (the "Bonus"), consisting of $750,000 in cash ("Bonus cash") and $750,000 in common shares ("Bonus shares") the completion of a favourable Preliminary Economic Assessment ("PEA").

4. the Purchaser shall grant a two percent (2.0%) royalty on returns from the commercial production of mineral projects from the Property to the Vendor, (the "NSR Royalty"). The NSR Royalty shall be freely assignable by the Vendor, upon written approval of the Purchaser, and one-half (1.0%) of the NSR Royalty may be purchased at any time within 5 years of the effective date for a cash payment of $1,000,000 to the Vendor.

No finder's 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 (the "Exchange"), as Sean Charland is a director of Zimtu and Star and Jody Bellefleur is the Chief Financial Officer of Zimtu and Star. Closing will be subject to, among other conditions, Zimtu obtaining approval for the Transaction from the Exchange.

Board Update

The Company also announces the resignation of Chris Grove from the board of directors. The Company thanks Mr. Grove for his contributions over the many years of service and wishes him all the best in his future endeavours.

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 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 statements regarding closing of the sale of the Property, the payment of the cash and share consideration, the grant of the net smelter royalty to the Company, that the Transaction is subject to Exchange approval, that the issuance of Star shares is subject to CSE approval, and that Star will assume future exploration efforts on the Property.

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; that the sale of the Property may not occur as intended or at all; and that the CSE or the Exchange may not approve the Transaction.

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 (TSXV:ZC) Copperline Property sale to Star Copper?

The sale includes $350,000 in cash payments, 500,000 common shares, a potential $1.5 million bonus upon PEA completion, and a 2% NSR royalty.

Where is the Copperline Property located and what is its size?

The property is located 120 km north-northeast of Smithers, British Columbia, comprising seven mineral claims totaling 2,687 hectares.

What is the NSR royalty structure in the Zimtu-Star Copper deal?

Zimtu will receive a 2% NSR royalty on commercial production, with Star having the option to purchase half (1%) for $1 million within 5 years.

Who are the Non-Arm's Length Parties involved in the Zimtu-Star Copper transaction?

Sean Charland serves as director of both companies, and Jody Bellefleur is CFO of both Zimtu and Star Copper.

What regulatory approvals are needed for the Copperline Property sale?

The transaction requires approval from the TSX Venture Exchange before closing can be completed.