Starcore completes spinout of Ivory Coast assets

Executive Summary

• Starcore International Mines Ltd. completed the spin-out of its mineral property interests in Ivory Coast to EU Gold Mines Inc. via a plan of arrangement, distributing one EU Gold share for every two Starcore shares held by shareholders of record on Feb. 6, 2026.
• Starcore and Spam SRL have each extended a $500,000 loan to EU Gold (totaling $1M) to fund general working capital and exploration programs in Ivory Coast, secured by EU Gold's property interests.
• Tanya Lutzke was reappointed as an additional director to the Starcore board, serving as an independent director, audit committee member, and corporate secretary.

Key Details

• Spin-out Transaction:
  • Starcore spun out mineral property interests in Ivory Coast to EU Gold Mines Inc.
  • Consideration: Shareholders of Starcore (record date Feb. 6, 2026) received one common share of EU Gold for every two Starcore shares owned.
  • Fair Value: Determined at five cents per EU Gold share, treated as a return of capital reducing the cost base of Starcore shares.
  • EU Gold Status: Reporting issuer in BC and Alberta; not currently listed but intends to seek listing on the Canadian Securities Exchange or TSX Venture Exchange.
• Loan Agreement:
  • Lenders: Starcore International Mines Ltd. and Spam SRL.
  • Amount: $500,000 each (Total $1,000,000).
  • Purpose: EU Gold's general working capital and exploration programs on Ivory Coast properties.
  • Terms: Two-year term, simple interest at 5% per annum.
  • Security: EU Gold granted a security interest on all of its property interests in Ivory Coast.
  • Convertibility: Not convertible; repayable without penalty prior to maturity.
• Board Appointment:
  • Tanya Lutzke reappointed as additional director.
  • Roles: Independent director, member of the audit committee, and corporate secretary.
  • Background: Over 21 years in law enforcement, plus experience in banking, finance, and as a licensed stock broker.
• Corporate Context:
  • Spam SRL is the former shareholder of K Mining Inc., a private Ivorian gold exploration company holding the Kimoukro project license, which is now a wholly owned subsidiary of EU Gold.

Notable Quotes

• "Starcore has determined the fair value of the distribution to be five cents per EU Gold share, which represents a return of capital to the Starcore shareholders, thereby reducing the cost base of the Starcore shares accordingly and establishing the value of the EU Gold shares."