Bell Copper amends debenture conversion price

Executive Summary

• Bell Copper Corp. has amended the terms of its previously announced $2,052,000 non-brokered convertible debenture financing with Crescat Capital LLC, materially altering the conversion mechanics and warrant structure.
• The initial conversion price is reduced to $0.08 per share for the first year post-issuance (from $0.10), while the accompanying detachable warrants are reduced from 34.2 million to 25.65 million with an amended exercise price of $0.13 per share.
• Proceeds will fund the ongoing drilling and exploration program at the Big Sandy porphyry copper project and general working capital, pending TSX Venture Exchange and other regulatory approvals.

Key Details

• Financing Structure & Amount: $2,052,000 in secured 10% convertible debentures.
• Counterparty: Crescat Capital LLC / Crescat Portfolio Management LLC (identified as a related-party transaction as Crescat is an insider).
• Conversion Price Amendment: Reduced to $0.08 per share for the first year following issuance; remains at $0.10 per share for periods following the first year.
• Warrant Terms: Reduced from 34.2 million to 25.65 million detachable common share purchase warrants. Each warrant entitles the holder to purchase one share at an amended exercise price of $0.13 per share. Warrants are exercisable for a period of five years from issuance.
• Debenture Terms: Convertible in whole or in part at the holder's option for five years from the date of issuance. Secured by a general security agreement over all present and after-acquired assets of the company and its subsidiaries.
• Use of Proceeds: Continuing drilling and exploration program at the 100%-owned Big Sandy porphyry copper project, plus general working capital.
• Regulatory & Compliance Conditions: Closing is subject to all necessary corporate and regulatory approvals, including TSX Venture Exchange approval. All issued securities carry a hold period of four months plus one day from closing. The transaction is exempt from formal valuation and minority shareholder approval requirements under MI 61-101 as it does not exceed 25% of the company's market capitalization.
• Control Person Restrictions: Conversion of debentures and exercise of warrants will be limited until Crescat and its affiliates obtain requisite shareholder and TSX-V approvals to become a control person.
• Other Terms: All other aspects of the debentures remain unchanged from the original March 6, 2026 announcement.