Farstarcap closes QT, changes name to BP Silver

Executive Summary

• BP Silver Corp. (formerly Farstarcap Investment Corp.) has completed its qualifying transaction, acquiring BP Exploration Corp. (BPEx) and changing its name to BP Silver. The company is now a Tier 2 mining issuer focused on the Cosuno property in Bolivia.
• Trading on the TSX Venture Exchange is expected to commence on September 29, 2025, under the symbol BPAG.
• The transaction involved a three-cornered amalgamation, a concurrent private placement raising ~$2.5M, debt settlements, share consolidations, and the issuance of new warrants and options.

Key Details

• Transaction Structure: Completed a three-cornered amalgamation among BP Silver Corp., 1299840 B.C. Ltd., and BPEx. BP Silver acquired all outstanding shares of BPEx.
• Consideration: Total consideration of 44,999,927 post-consolidation common shares of BP Silver (including shares issued on conversion of subscription receipts).
• Concurrent Financing: BPEx completed a non-brokered private placement of 16,666,633 subscription receipts at $0.15 per receipt, generating gross proceeds of $2,499,995.
  • Each receipt entitled holders to one common share and one-half of one share purchase warrant.
  • Warrants are exercisable at $0.20 for two years.
  • Net proceeds to be used for Cosuno property development, transaction expenses, and general working capital.
• Debt Settlements:
  • BPEx settled $173,500 in outstanding indebtedness by issuing 1,156,667 common shares at $0.15 per share.
  • BP Silver settled $40,000 in outstanding indebtedness by issuing 266,667 post-consolidation shares at $0.15 per share.
  • $10,000 of the debt was owed to a director (related party transaction), settled via 66,667 shares.
• Share Consolidation: A 3-for-4 share consolidation was completed (3 post-consolidation shares for every 4 pre-consolidation shares).
• Warrant Issuance/Replacement:
  • Issued 12,650,670 share purchase warrants to replace BPEx warrants (8,333,331 financing, 3,629,379 replacement, 687,960 finders').
  • Cancelled one-third of 9.5M seed shares and one-half of 7,258,759 seed shares; replaced with common share purchase warrants exercisable at $0.10 for five years.
  • Finders received 687,960 warrants exercisable at $0.20 for 24 months.
• Escrow and Hold Periods:
  • 10,652,565 consideration shares and 623,848 warrants subject to escrow.
  • Escrow release schedule: 10% free trading at listing, additional 15% every six months over 36 months.
  • 9,959,233 consideration shares issued to new directors/officers subject to exchange hold period.
  • 13,524,062 consideration shares subject to voluntary resale restrictions (same schedule as escrow).
  • 1,990,001 shares subject to TSX-V Policy 2.4 escrow (25% released at closing, then 25% every six months for 18 months).
• Contingent Shares: Company assumed obligation to issue up to 3.5M shares (or cash equivalent) to Tim Shearcroft if a NI 43-101 resource estimate (inferred or better) of at least 70 million ounces of silver/silver equivalent is established at Cosuno or Titiri. These shares are subject to escrow if issued within 36 months of listing.
• Post-Transaction Capitalization: 50,299,094 common shares issued and outstanding immediately after completion.
• Management Changes:
  • Appointed: Tim Shearcroft (CEO, Director), Harry Nijjar (CFO, Corporate Secretary), Gonzalo Lemuz (COO), Mark Cruise, Keith Henderson, Stewart Redwood (Directors).
  • Resigned: Konstantine Tsakumis (CEO, Director), Rob McMorran (CFO, remained Director), Mark Wright, Neil MacRae (Directors).
• Stock Options: Granted 3.59 million options to directors, officers, and consultants. Exercisable at $0.15 per share for five years.
• Asset Details: BP Silver owns 52% of Emisur Minera S.A. via subsidiary Roxwell Silver Minera S.A., holding a transitory mining authorization (ATE) for 3,375 hectares at the Cosuno property.
• Technical Report: A report dated July 18, 2025, recommends an 800-meter drill program at a cost of $361,000 USD.

Notable Quotes

• None provided in the text.