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 begin on September 29, 2025, under the symbol BPAG.
• The transaction involved a three-cornered amalgamation, a concurrent private placement financing, debt settlements, share cancellations/replacements, and a share consolidation.

Key Details

• Transaction Structure: BP Silver acquired all outstanding shares of BPEx via a three-cornered amalgamation agreement. Total consideration paid was 44,999,927 post-consolidation common shares.
• 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 the holder to one common share and one-half of one share purchase warrant (exercisable at $0.20 for two years).
• 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 Cancellations and Warrant Replacements:
  • One-third of 9.5 million BPEx seed shares (issued at $0.005) and one-half of 7,258,759 BPEx seed shares (issued at $0.025) were cancelled.
  • Each cancelled seed share was replaced with a common share purchase warrant exercisable at $0.10 for five years.
• Share Consolidation: A 3-for-4 share consolidation was completed (3 post-consolidation shares for every 4 pre-consolidation shares).
• Escrow and Hold Periods:
  • 10,652,565 consideration shares and 623,848 warrants are subject to escrow. 10% become free trading at listing, with an additional 15% every six months over 36 months.
  • 9,959,233 consideration shares issued to new directors/officers are subject to exchange hold periods.
  • 13,524,062 consideration shares (including those held by 1052103 B.C. Ltd.) are subject to voluntary resale restrictions (10% free at listing, +15% every six months over 36 months).
  • 1,990,001 shares are subject to escrow per TSX-V Policy 2.4 (25% released at closing, then 25% at 6, 12, and 18 months).
• Contingent Shares: BP Silver assumed an obligation to issue up to 3.5 million shares (or cash equivalent) to Tim Shearcroft if a NI 43-101 inferred resource of at least 70 million ounces of silver/silver equivalent is established at the Cosuno or Titiri project. These are subject to escrow if issued within 36 months of listing.
• Post-Transaction Capitalization: Immediately after closing, the company has 50,299,094 common shares issued and outstanding.
• New Officers and Directors:
  • CEO: Tim Shearcroft
  • CFO/Corporate Secretary: Harry Nijjar
  • COO: Gonzalo Lemuz
  • Directors: Mark Cruise, Keith Henderson, Stewart Redwood
  • Resignations: Konstantine Tsakumis (CEO/Director), Rob McMorran (CFO, remains Director), Mark Wright, Neil MacRae.
• Stock Options: 3.59 million options granted to directors, officers, and consultants. Exercisable at $0.15 per share for five years.
• Asset Details: BP Silver owns the Cosuno property in Bolivia via subsidiary Roxwell Silver Minera S.A. (52% equity in Emisur Minera S.A., holding 3,375 hectares). A technical report recommends an 800-meter drill program costing $361,000 USD.
• New Identifiers: CUSIP: 055690 10 1; ISIN: CA 055690 10 1 9.

Notable Quotes

• None explicitly quoted in the release text provided.