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STCU.CN · Company Website ·

Star Copper Announces Amended and Restated $4 Million LIFE Offering

Financings Mergers & Acquisitions

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VANCOUVER, British Columbia, July 28, 2025, Star Copper Corp. (the “Company”) (CSE: STCU) (OTC: STCUF) (FWB: SOP) is pleased to announce that, further to its previous news release dated July 16, 2025, it intends to complete a non-brokered private placement for gross proceeds of up to C$4,000,000.50 from the sale of up to 2,666,667 “flow-through” units of the Company (each, a “FT Unit”, 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). Under the LIFE Offering, up to 2,500,000 FT Units are to be offered and sold pursuant to charity flow-through arrangements for aggregate proceeds of $3,750,000, and the remaining 166,667 FT Units are to be offered and sold pursuant to a traditional flow-through financing for aggregate proceeds of $250,000.50.

Each FT Unit will consist of one “flow-through” common share (each, a “FT Share” and collectively, “FT Shares”) and one “flow-through” common share purchase warrant (each a “FT Warrant” and collectively, “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 will be exercisable to acquire one common share (each a “Warrant Share”, and collectively, “Warrant Shares”) at a price of $1.60 per Warrant Share for a period of 24 months from the Closing Date (as defined below). 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. The LIFE Offering is expected to close on or about August 6, 2025 (the “Closing Date”), or such other date as determined by the Company, such date being no later than 45 days from the date hereof.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the LIFE Offering is being 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 Listed Issuer Financing Exemption will not be subject to a hold period in accordance with applicable Canadian securities laws.

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.