Mr. Konstantine Tsakumis reports

FARSTARCAP ANNOUNCES PROPOSED QUALIFYING TRANSACTION TO ACQUIRE BP EXPLORATION CORP.

Farstarcap Investment Corp. has entered into a term sheet dated March 12, 2025, with BP Exploration Corp. (BPEx) regarding a proposed transaction to acquire all of the issued and outstanding securities of BPEx. Upon completion of the acquisition, the combined entity will continue the business of BPEx as a Tier 2 mining issuer. The acquisition is intended to constitute the qualifying transaction of Farstarcap, as such a term is defined in Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

The acquisition is not a non-arm's-length qualifying transaction pursuant to the policies of the exchange and, as such, the company is not required to obtain shareholder approval for the acquisition.

Terms of the qualifying transaction

Subject to the execution of a definitive agreement, Farstarcap proposes to acquire from the shareholders of BPEx all the issued and outstanding securities of BPEx in exchange for securities of Farstarcap. In consideration of BPEx, Farstarcap will issue one postconsolidation Farstarcap share (as defined below) for every BPEx share. Farstarcap will also issue convertible securities in exchange for the convertible securities of BPEx, if unexercised prior to closing of the acquisition, on the same exchange ratio.

As a condition of closing of the acquisition, Farstarcap will complete a consolidation of its common shares on the basis of three postconsolidation Farstarcap shares for every four preconsolidation shares of Farstarcap.

Prior to closing of the acquisition, BPEx will also cancel one-third of 9.5 million common shares of BPEx issued at 0.5 cent per BPEx share (the BPEx founder shares) and one-half of 7,283,000 BPEx shares issued at 2.5 cents per BPEx share (the BPEx seed shares). Each cancelled BPEx seed share will be replaced with a common share purchase warrant exercisable at 10 cents per common share for a period of five years from the date of issue. Upon completion of the acquisition, Farstarcap will issue one postconsolidation Farstarcap share for every postconsolidation BPEx share as consideration for the acquisition.

The closing of the acquisition will also be conditional upon Farstarcap completing a concurrent private placement financing for minimum gross proceeds of $1-million and maximum gross proceeds of $2.5-million. Farstarcap intends to use the net proceeds of the concurrent financing for exploration and working capital purposes. The terms of the concurrent financing will be disclosed in a subsequent news release issued by Farstarcap.

Farstarcap intends to make an application for a waiver from the exchange's sponsorship requirements.

No finders' fees will be payable by either Farstarcap or BPEx in connection with the acquisition.

The acquisition is conditional upon, among other things, completion of due diligence to the satisfaction of the parties, entry into a definitive agreement, approval from the exchange and such other conditions that are customary for this type of transaction.

Other information

Farstarcap will issue additional news releases related to the final legal structure and final terms of the acquisition, postclosing capitalization of the resulting issuer, financial information regarding BPEx, the names and background of insiders of the resulting issuer, and other material information as it becomes available.

Trading in the common shares of Farstarcap is presently halted. The common shares of Farstarcap will remain halted until the acquisition is completed and approved by the exchange.

About BP Exploration Corp.

BPEx is a private company existing under the laws of the province of British Columbia. BPEx has two silver projects in Bolivia: the Cosuno project and the Titiri project.

The Cosuno project is a 3,375-hectare project that has a five-year community agreement (to April, 2028) and existing drill permit. Cosuno is held by BPEx through a wholly owned subsidiary under a September, 2022,share purchase agreement, whereby 52 per cent is vested and the remaining 48 per cent must be acquired for $2.15-million (U.S.) by September, 2028 ($100,000 (U.S.) is due September, 2025, and $150,000 (U.S.) is due September, 2026).

The Titiri project is a 4,900-hectare project acquired through application; title is pending. An MOU (memorandum of understanding) has been signed with the nine communities within the project area. Positive prior consultation has been completed with communities. The application is held by BPEx through a wholly owned subsidiary.

The Titiri and Cosuno projects are each subject to a 2-per-cent net smelter return royalty. Each NSR royalty can be repurchased by BPEx at any time for $5-million (U.S.). There is a one-time right to purchase 100 per cent of each NSR royalty for $2.5-million, exercisable within five years from the commencement of drilling of each project.

Farstarcap will assume a requirement to issue to certain shareholders of BPEx a payment of 3.5 million common shares or the cash equivalent, at Farstarcap's election, as a one-time milestone payment upon a National Instrument 43-101 resource estimate (inferred or better) totalling at least 70 million ounces silver equivalent first being established at Cosuno or Titiri.

Proposed management and board of directors of the resulting issuer

Subject to exchange approval, on completion of the acquisition, it is currently anticipated that the board of directors of the resulting issuer will consist of five directors. It is anticipated that, on completion of the acquisition, three of the four current directors of Farstarcap will resign and Konstantine Tsakumis will resign as chief executive officer of Farstarcap. Four representatives of BPEx will be appointed as directors of the resulting issuer, and Tim Shearcroft will be appointed as chief executive officer of the resulting issuer.

We seek Safe Harbor.