BP Silver Corp. Announces Completion of Qualifying Transaction

Executive Summary

• BP Silver Corp. (formerly Farstarcap Investment Corp.) has closed its qualifying transaction to acquire BP Exploration Corp. ("BPEx"), becoming a Tier 2 Mining issuer focused on the Cosuño Property in Bolivia.
• The acquisition was funded via the issuance of 44,999,927 post-consolidation common shares and the assumption/exchange of various warrants, with new management appointed and a concurrent private placement completed.
• Trading is expected to commence on the TSXV on September 29, 2025, under the new symbol "BPAG" with 50,299,094 common shares issued and outstanding.

Key Details

• Transaction Structure: The Company acquired all outstanding shares of BPEx for a total consideration of 44,999,927 post-consolidation common shares (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 aggregate gross proceeds of $2,499,995.
  • Each receipt entitled holders to one common share and one-half of one share purchase warrant (Financing Warrants).
  • Financing Warrants are exercisable at $0.20 for two years.
  • Net proceeds to be used for Cosuño 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.
  • The Company settled $40,000 in indebtedness by issuing 266,667 post-consolidation shares at $0.15 per share.
  • $10,000 of the Company's debt owed to a director was settled via 66,667 shares (Related Party Transaction).
• Share Consolidation: The Company completed a share consolidation on a basis of 4 pre-consolidation common shares to 3 post-consolidation common shares.
• Name Change: The Company changed its name to "BP Silver Corp."
• Warrant Replacements:
  • The Company issued 12,650,670 share purchase warrants to replace BPEx warrants, including:
    • 8,333,331 Financing Warrants.
    • 3,629,379 Replacement Warrants (issued to replace cancelled BPEx Seed Shares).
    • 687,960 Finder's Warrants.
  • Replacement Warrants are exercisable at $0.10 per common share for five years.
• Escrow and Resale Restrictions:
  • 10,652,565 Consideration Shares and 623,848 warrants are subject to an escrow agreement.
  • Escrow release schedule: 10% free-trading upon listing, with an additional 15% becoming free-trading every six months over 36 months.
  • 9,959,233 shares issued to new directors/officers are subject to the Exchange Hold Period per TSXV Policy 1.1.
  • 13,524,062 Consideration Shares (including 3,943,085 held by 1052103 B.C. Ltd.) are subject to voluntary resale restrictions with the same 10% + 15% semi-annual release schedule over 36 months.
  • 1,990,001 shares are subject to TSXV Policy 2.4 escrow: 25% released upon completion, and 25% released at 6, 12, and 18 months thereafter.
• Contingent Shares: The Company assumed an obligation to issue up to 3,500,000 shares (or cash equivalent) to Tim Shearcroft if BPEx establishes an NI 43-101 inferred resource of at least 70,000,000 oz of silver or silver equivalent at the Cosuño or Titiri project. These shares are subject to escrow if issued within 36 months of listing.
• Management Changes:
  • Appointed: Tim Shearcroft (CEO, Director), Harry Nijjar (CFO, Corporate Secretary), Gonzalo Lémuz (COO), Mark Cruise, Keith Henderson, and Stewart Redwood (Directors).
  • Resigned: Konstantine Tsakumis (CEO, Director), Rob McMorran (CFO, remains Director), Mark Wright, and Neil MacRae (Directors).
• Stock Options: The Company granted 3,590,000 options to directors, officers, and consultants, exercisable at $0.15 per share for five years.
• Post-Transaction Capitalization: Immediately after closing, the Company has 50,299,094 common shares issued and outstanding.
• Asset Details: The Company owns the Cosuño Property via a subsidiary structure in Bolivia (3,375 hectares). A technical report dated July 18, 2025, recommends an 800-meter drill program at a cost of US$361,000.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.