Star Copper Corporation — Proxy Solicitation & Information Statement 2025

Apr 7, 2025

STAR COPPER CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 30, 2025

NOTICE IS GIVEN that an annual general and special meeting (the "Meeting") of the holders of common shares (the "Shareholders") of Star Copper Corp. (the "Company" or "Star Copper") will be held at Suite 2501 – 550 Burrard Street, Vancouver, British Columbia, V6C 2B5, on April 30, 2025 at 10:00 a.m. (PST) for the following purposes:

1. to receive and consider Star Copper's audited financial statements, together with the notes thereto and the auditor's report thereon, for the financial years ended September 30, 2024, 2023 and 2022;
2. to ratify the appointment of DeVisser Gray LLP, Chartered Professional Accountants (the "Auditor"), as Star Copper's auditor for the financial years ended September 30, 2024, 2023 and 2022, and to ratify the remuneration authorized by the directors and paid to the Auditor for the financial years ended September 30, 2024, 2023 and 2022;
3. to appoint the Auditor as Star Copper's auditor for the ensuing financial year and to authorize the directors of the Company to fix the Auditor's remuneration for the ensuing financial year;
4. to ratify the setting of the number of directors of Star Copper at five (5) for the financial years ended September 30, 2024, 2023 and 2022;
5. to set the number of directors of Star Copper at five (5) for the ensuing financial year;
6. to ratify the appointment of directors of Star Copper for the financial years ended September 30, 2024, 2023 and 2022;
7. to elect the directors of Star Copper to hold office until the next annual meeting of Shareholders;
8. to consider and if though fit, pass an ordinary resolution authorizing, approving and confirming the Company's 20% rolling omnibus equity incentive plan;
9. to consider pursuant to an Interim Order of the Supreme Court of British Columbia dated April 1, 2025 (the "Interim Order") and, if thought advisable, to pass, with or without amendment, a special resolution (the "Arrangement Resolution") approving an arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia), the full text of which is set forth in Appendix A to the accompanying Management Information Circular dated April 1, 2025 (the "Circular"), which involves, among other things, the distribution to the Shareholders of, for each common share of Star Copper held, one newly authorized common share in the capital of Star Copper and one-third of a common share in the capital of Alpha Copper Corp. ("Spinco"), all as described in more detail in the Circular;
10. subject to the approval of the Arrangement Resolution, to consider and, if deemed appropriate, to pass, with or without variation, an ordinary resolution to approve a stock option plan for Spinco, in the form attached as Appendix B to and as more particularly described in the Circular; and
11. to transact such further or other business as may properly come before the Meeting or any adjournments thereof.

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The accompanying Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice. Shareholders are advised to review the Circular before voting. Copies of the Arrangement Resolution, the Plan of Arrangement, the Interim Order of the Supreme Court of British Columbia dated April 1, 2025 and the Notice of Petition for the Final Order are attached to the Circular as Appendix A, Appendix C, Appendix D and Appendix E, respectively. The dissent rights of the Shareholders are described in the accompanying Circular under the heading "The Arrangement – Dissent Rights" and are attached to the Circular as Appendix F. Shareholders should carefully read the section of this Circular entitled "The Arrangement – Dissent Rights" and consult with their advisors if they wish to exercise dissent rights, as any failure to fully comply with the dissent procedures described therein, as modified by the Plan of Arrangement and the orders of the Supreme Court of British Columbia in respect of the Arrangement, may result in a loss of dissent rights.

Although no other matters are contemplated, the Meeting may also consider the transaction of such other business, and any permitted amendment to or variation of any matter identified in this Notice, as may properly come before the Meeting or any adjournment thereof. Accompanying this Notice and Circular is a: (i) form of proxy or voting instruction form – please follow the voting instructions detailed therein; and (ii) financial statements request form.

The board of directors of the Company has fixed March 30, 2025 as the record date (the "Record Date") for determining Shareholders entitled to receive notice of, and to vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date will be entitled to vote at the Meeting.

Registered Shareholders are entitled to vote at the Meeting either in person or by proxy. Registered Shareholders who are unable to attend the Meeting in person are encouraged to read, complete, sign, date and return the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular. We strongly encourage Shareholders to vote in advance of the Meeting by completing the enclosed form of proxy, or appointing an alternate proxyholder to attend the Meeting in person. You should specify your choice by marking the box on the enclosed form of proxy and by dating, signing and returning your proxy in the enclosed return envelope addressed to Computershare Investor Services Inc., Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or by telephone at 1-866-732-VOTE (8683) – toll free within Canada and the US or online www.investorvote.com and follow instruction on the proxy, at least 48 hours (excluding Saturdays, Sundays and holidays) before the time of the Meeting or any adjournment or postponement thereof. The Chair of the Meeting may waive the proxy cut-off time at their discretion without notice. Please advise Star Copper of any change in your mailing address. If you are a non-registered Shareholder, please refer to the section in the Circular entitled "General Proxy Information – Advice to Non-Registered Shareholders" for information on how to vote your Star Copper Shares.

The CSE has neither reviewed nor approved the disclosure in this Notice or the accompanying Circular.

DATED at Vancouver, British Columbia this 1st day of April, 2025.

BY ORDER OF THE BOARD OF DIRECTORS OF
STAR COPPER CORP.

"Darryl Jones"
Chief Executive Officer, President and Director