Starcore International closes spinout of EU Gold Mining

Executive Summary

• Starcore International Mines Ltd. has received the final Supreme Court of British Columbia order approving the plan of arrangement to spin out its African mineral assets into a new wholly-owned subsidiary, EU Gold Mining Inc.
• The arrangement is legally effective on February 6, 2026, at which point Starcore shareholders will receive one EU Gold share for every two Starcore shares held, issued as a return of capital.
• Starcore will transfer all rights and liabilities related to its African properties to EU Gold, allowing Starcore to focus exclusively on its producing assets in Mexico (San Martin gold mine and La Tortilla silver mine), while EU Gold will focus on developing the Ivory Coast properties and seek a listing on a Canadian stock exchange.

Key Details

• Transaction Structure: Plan of arrangement between Starcore International Mines Ltd. and its wholly-owned subsidiary, EU Gold Mining Inc.
• Effective Date: February 6, 2026.
• Record Date: February 6, 2026 (same as effective date).
• Distribution Ratio: Shareholders of record will receive one common share of EU Gold for every two common shares of Starcore owned.
• Consideration: EU Gold assumes all liabilities related to the African properties in addition to issuing shares to Starcore, which are then redistributed pro rata to Starcore shareholders.
• Asset Transfer: Starcore transfers all right, title, and interest in its mineral property assets in Africa (specifically Côte d'Ivoire/Ivory Coast) to EU Gold.
• Fractional Shares: No fractional shares or cash in lieu of fractions will be issued; fractions of 0.5 or greater are rounded up to the nearest whole number.
• Trading Status: Starcore shares will commence trading ex-distribution on the opening of trading on February 6, 2026. The last opportunity to participate is immediately prior to the close of trading on February 5, 2026.
• Redistribution Timeline: Computershare Investor Services anticipates redistributing EU Gold shares to Starcore shareholders on or about March 5, 2026.
• Shareholder Approval: Approved at Starcore’s annual general meeting on October 24, 2025.
• Regulatory Approval: Received final order from the Supreme Court of British Columbia and conditional approval from the Toronto Stock Exchange (TSX).
• Strategic Impact:
  • Starcore: Will focus on Mexican gold- and silver-producing assets (San Martin gold mine and La Tortilla silver mine in Queretaro, Mexico).
  • EU Gold: Will focus on developing mineral properties in Ivory Coast and will seek a listing on a Canadian stock exchange, subject to meeting listing requirements.
• Operational Status: The two companies will operate as separate and independent entities post-spinout, though they may share common directors and officers.

Notable Quotes

• "By spinning out the mineral properties in Cote d'Ivoire to EU Gold, Starcore has undergone a corporate restructuring that will enable it to focus on its Mexican gold- and silver-producing assets, which include the San Martin gold mine and the La Tortilla silver mine, both located in Queretaro, Mexico," said Robert Eadie, chief executive officer of Starcore.