Bell Copper completes $412,919 debt settlement

Executive Summary

• Bell Copper Corp. settled $412,919.48 of debt by issuing 8,285,390 common shares at a deemed price of $0.05 per share; the shares are subject to a four‑month hold period expiring May 21 2026.
• The settlement involved non‑arm’s‑length advances from directors and related parties totaling $116,319.50, which were provided without formal loan agreements.
• TSX Venture Exchange approved extensions of expiry dates for three series of share purchase warrants (totaling 6,710,666 warrants) while keeping their exercise prices unchanged.

Key Details

• Debt Settlement:
• Total debt settled: $412,919.48.
• Shares issued: 8,285,390 common shares at a deemed price of $0.05 per share.

• Hold period: four months, expiring May 21 2026.

• Related‑Party Advances (non‑arm’s‑length):

• Total advances from related parties: $116,319.50.
  • Godbe Drilling Inc. (controlled by director Jonathan Godbe): $42,217.50 (April, June, Oct 2025).
  • William D. Hart (director): $40,740 (Mar, Apr, Aug 2025).
  • Mario Stifano (director): $7,000.
  • Dr. Timothy Marsh (President/CEO/director): $26,362 (Sep 2024 – May 2025).

• No formal loan agreements; no interest, repayment terms, or collateral required.

• Regulatory Treatment:

• Transaction classified as a related‑party transaction under MI 61‑101 but exempt from valuation and minority‑shareholder approval because the issuance is < 25 % of market cap.

• Warrant Extensions (TSX‑V approved):

• 1,448,500 warrants (issued Dec 28 2022) – expiry moved from Dec 28 2025 → Dec 28 2026; exercise price remains $0.20.
• 2,391,666 warrants (issued Jan 31 2023) – expiry moved from Jan 31 2026 → Jan 31 2027; exercise price remains $0.20.

• 2,868,550 warrants (issued Jan 30 2024) – expiry moved from Jan 30 2026 → Jan 30 2027; exercise price remains $0.08.

• Purpose of Advances:

• Provided temporary financial support while Bell Copper pursues future financing or other arrangements with industry participants, with the intention to repay promptly.

Notable Quotes

(No direct quotes were included in the release.)