Mr. Darryl Jones reports
STAR COPPER AND ALPHA COPPER ANNOUNCE COMPLETION OF SPIN-OUT
Star Copper Corp. has completed the previously announced plan of arrangement pursuant to which the company spun out to the company's shareholders of record as at the close of business on May 8, 2025 its 100-per-cent interest in the Okeover copper-molybdenum project, which consists of a property encompassing 4,613 hectares (11,399 acres) located immediately north of the coastal city of Powell River, B.C., through the distribution of common shares (Spinco shares) in the authorized capital of Alpha Copper.
Darryl Jones, president, chief executive officer and a director of Star Copper and CEO and a director of Alpha Copper, commented: "We are pleased with the completion of this exciting opportunity for Star Copper, Alpha Copper and the shareholders. Creating a stand-alone company focused on holding and advancing Star Copper's flagship asset, the Star project, and a stand-alone company focused on advancing the Okeover project will diversify our shareholders' investments and allow each respective company, Star Copper and Alpha Copper, to focus on advancing their respective assets."
The arrangement was completed pursuant to the Business Corporations Act (British Columbia) and became effective at 12:01 a.m. on May 9, 2025. Under the arrangement, the shareholders are entitled to receive, in exchange for each Star Copper common share held immediately prior to the effective time: (i) one new common share in the authorized capital of Star Copper; and (ii) one-third of one Spinco share, provided that no fractional Spinco shares will be distributed under the arrangement and any fractional Spinco share that results from the arrangement will be rounded down to the nearest whole number without any compensation paid in lieu to applicable shareholders. The shareholders own 100 per cent of the issued and outstanding Spinco shares.
The new Star Copper shares (ISIN: CA85512H1047 and Cusip: 85512H104) will be trading on the Canadian Securities Exchange in Canada, on the OTC market in the United States and on the Frankfurt Stock Exchange in Germany. Alpha Copper is not currently listed on any stock exchange, and there are no current plans to list the Spinco shares on any stock exchange. As a result of the arrangement, Alpha Copper now operates as a reporting issuer in British Columbia, Alberta and Ontario, and will comply with its continuous disclosure obligations under applicable securities laws.
Computershare Investor Services Inc. is the depositary for the arrangement, and caused letters of transmittal to be mailed to certain registered holders of common shares of the company to exchange outstanding share certificates representing common shares of the company for share certificates representing the new Star Copper shares and the Spinco shares to which such shareholders are entitled.
Further information regarding the arrangement and Alpha Copper is set out in company's information circular dated April 1, 2025, which is filed under Star Copper's SEDAR+ profile.
About Star Copper Corp.
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 per cent of the Star copper-gold porphyry project in the Golden Triangle of British Columbia, as well as the 100-per-cent-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.
About Alpha Copper Corp.
On May 9, 2025, Alpha Copper completed a plan of arrangement with Star Copper, pursuant to which it acquired a 100-per-cent legal and beneficial interest in the Okeover project.
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