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BP Silver Corp. M&A Activity 2025

Oct 8, 2025

47638_rns_2025-10-08_559ad630-3705-4858-b366-1425e2ab04aa.pdf

M&A Activity

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NOTICE
NATIONAL INSTRUMENT 51-102
CHANGE OF CORPORATE STRUCTURE

This notice is provided pursuant to the requirements of Section 4.9 of National Instrument 51-102 – Continuous Disclosure Obligations ("NI 51-102").

Item 1: Names of the Parties to the Transaction

BP Silver Corp. (previously, Farstarcap Investment Corp.) (the "Company")

1299840 B.C. Ltd. ("Subco")

BP Exploration Corp. ("BPEx")

Item 2: Description of the Transaction

On September 25, 2025, the Company completed its acquisition of BPEx pursuant to the terms of a three-cornered amalgamation agreement dated April 29, 2025 (the "Amalgamation Agreement") among the Company, Subco, a wholly-owned subsidiary of the Company, and BPEx. Pursuant to the Amalgamation Agreement:

  • BPEx completed a non-brokered private placement financing through the issuance of 16,666,633 subscription receipts at $0.15 per receipt (the "Subscription Receipts"), for aggregate gross proceeds of $2,499,995.
  • The Company acquired all of the outstanding shares of BPEx for a total consideration of 44,999,927 post-consolidation common shares of the Company (which amount includes the shares issued on conversion of the Subscription Receipts).
  • The Company issued a total of 12,650,670 share purchase warrants to replace the warrants of BPEx.
  • The Company completed a share consolidation on the basis of four (4) pre-consolidation common shares to three (3) post-consolidation common shares.
  • The Company changed its name to "BP Silver Corp."
  • The Company settled outstanding indebtedness of $40,000 through the issuance of 266,667 post-consolidation shares.

Item 3: Effective Date of the Transaction

The effective date of the transaction is determined to be September 25, 2025

Item 4: Names of Each Party that Ceased to be a Reporting Issuer Subsequent to the Transaction and Each Continuing Entity

Not applicable.

Item 5: Date of the Reporting Issuer's First Financial Year-End Subsequent to the Transaction

BPEx is the reverse takeover acquirer. Accordingly, the financial year end of the Company will be September 30, and the next financial year end will be September 30, 2025.


Item 6: Periods of the Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer's First Financial Year Subsequent to the Transaction

The Company's filings that will occur subsequent to the transaction are as follows:

Financial Statements Period Ended Comparative Period Ended
Annual September 30, 2025 September 30, 2024
Interim December 31, 2025 December 31, 2024
Interim March 31, 2026 March 31, 2025
Interim June 30, 2026 June 30, 2025
Annual September 30, 2026 September 30, 2025

Item 7: Documents Filed Under this Instrument Describing the Transaction

News release filed on September 25, 2025.

Material Change Report filed on September 26, 2025.

TSX Venture Exchange Filing Statement dated and filed on August 20, 2025.

DATED this 8th day of October, 2025

BP SILVER CORP.

"Timothy Shearcroft"

Per: TIMOTHY SHEARCROFT, Chief Executive Officer