Starcore accepts Korestar's offer on Ajax property

Executive Summary

• Starcore International Mines Ltd. has accepted an offer from Korestar Exploration Inc. to acquire 100% of its Ajax property in British Columbia.
• The transaction is structured as a non-arm's-length deal involving share issuance, cash payments, and work commitments, with related-party directors abstaining from the vote.
• Starcore is forming an advisory committee to provide strategic and technical guidance, chaired by Silvia Muzi.

Key Details

• Transaction Structure:
  • Asset: 100% owned Ajax property, located 12 km north of Alice Arm, BC (Golden Triangle mineral belt).
  • Buyer: Korestar Exploration Inc. (private BC company, not currently a reporting issuer; intends to list on CSE or TSXV).
  • Consideration:
    • Issuance of 2.5 million shares of Korestar to Starcore.
    • $100,000 cash payment within 180 days of signing the mineral property purchase agreement.
    • $100,000 work commitment within 18 months of the effective date.
    • $100,000 work commitment within 36 months of the effective date.
    • 2.5% Net Smelter Return (NSR) royalty, with an option for Korestar to buy back 1.5% of the royalty for $1 million.
• Related Party Disclosure:
  • The transaction is considered a related party transaction under Multilateral Instrument 61-101.
  • Directors Robert Eadie and Gary Arca disclosed interests as shareholders of Korestar and abstained from voting.
  • Starcore is relying on exemptions from minority shareholder approval and formal valuation requirements because the transaction value is less than 25% of Starcore's market capitalization.
• Asset History:
  • Starcore acquired the Ajax property in 2015 via the purchase of Creston Moly Corp.
  • Starcore has not expended material time or money exploring the property in the past 10 years and has no plans to undertake further exploration work.
• Advisory Committee Formation:
  • An advisory committee has been formed to provide strategic, financial, and technical guidance.
  • Chairperson: Silvia Muzi (Rome, Italy), a chartered accountant and statutory auditor with over 25 years of experience in tax, corporate advisory, and governance.

Notable Quotes

• "The sale of the Ajax property to Korestar represents an opportunity for Starcore to have the property advanced while retaining an interest therein."