Getty Copper signs LOI for RTO, arranges financing

Executive Summary

• Getty Copper entered a binding LOI to acquire 100 % of 1390120 B.C. Ltd. (Numberco), effecting a reverse‑takeover that will combine two copper projects in BC’s Highland Valley district.
• The transaction is paired with a brokered equity financing targeting minimum gross proceeds of $12 million at C$0.12 per subscription receipt, intended to retire approximately C$4 million of existing debt and fund exploration, development, and general corporate purposes.
• Post‑closing, the capital structure will be re‑balanced: former Numberco shareholders ~20 % ownership, existing Getty shareholders ~50 %, and financing participants ~30 %; shares will be consolidated 1‑for‑5 prior to closing.

Key Details

• Acquisition Structure
• Getty will receive 13 million Getty common shares (post‑consolidation) in exchange for all Numberco shares.
• Existing Numberco stock options/warrants will be replaced with 1.3 M Getty stock options and 400,000 Getty share purchase warrants (post‑consolidation).
• Concurrent Financing
• Issuance of subscription receipts at C$0.12 each (pre‑consolidation), automatically converting to one Getty share upon closing.
• Minimum gross proceeds: ≥ C$12 million; net proceeds earmarked for debt repayment, project development, and general corporate use.
• Debt Repayment
• Approximately C$4 million of Getty indebtedness will be fully settled once financing closes.
• Board Reconstitution (post‑acquisition)
• Chairman: Charles Funk (incoming).
• Directors: Mahesh Liyanage, Tom MacNeill (CEO), Brent Lepinski, plus one additional director to be agreed.
• Ownership Distribution After Closing
• Former Numberco shareholders: ~13 M shares → ≈20 % of non‑diluted outstanding shares.
• Existing Getty shareholders: ≈33.1 M shares → ≈50 %.
• Financing participants: 20 M shares → ≈30 %.
• Share Consolidation
• Getty shares will be consolidated on a 1‑for‑5 basis immediately prior to closing.
• Conditions Precedent
• Satisfactory due diligence, execution of definitive acquisition agreement, shareholder approvals (Getty), TSX‑V listing approval, completion of financing, and customary closing conditions.
• Termination Fee
• If Getty receives a superior proposal that Numberco declines or fails to match, a C$500,000 termination fee is payable to Numberco.
• Advisers & Counsel
• Financial adviser: MINCAP Merchant Partners Inc. (Getty).
• Legal advisers: O'Neill Law LLP (Getty); Forooghian + Company Law Corp. (Numberco).
• Regulatory Notes
• Getty’s shares are currently halted and may remain so until acquisition completion.
• Sponsorship by TSX‑V may be required; Getty will seek a waiver but cannot guarantee approval.

Notable Quotes

“In the current positive environment for copper, we have entered into a transaction that positions Getty to be debt free, financially sound and equipped with the technical capability to unlock the long‑recognized value of our copper deposits in British Columbia's Highland Valley district.” – Tom MacNeill, CEO, Getty Copper

“Our consolidated Getty portfolio represents an exciting exploration and development opportunity… I’m looking forward to joining as chairman, and focusing on both expanding the known copper deposits and evaluating the potential for a stand‑alone oxide copper development.” – Charles Funk, Incoming Chairman, Getty Copper