Bell Copper arranges $2.05-million debenture financing

Executive Summary

• Bell Copper Corp. has arranged a $2,052,000 non-brokered financing of secured convertible debentures with existing shareholder Crescat Capital LLC.
• The debentures carry a 10% annual interest rate, are convertible into common shares at $0.06 (first year) or $0.10 (subsequent years), and include 34.2 million detachable warrants exercisable at $0.15 per share.
• Proceeds will fund drilling/exploration at the Big Sandy copper project and general working capital, with closing expected in mid-March 2026.

Key Details

• Financing Amount & Structure: $2,052,000 principal sum of secured convertible debentures.
• Investor: Crescat Capital LLC / Crescat Portfolio Management LLC (existing shareholder).
• Conversion Terms: Convertible at holder's option for 5 years. Price: $0.06/share until first anniversary; $0.10/share thereafter. Accrued interest convertible at last closing price prior to notice (subject to TSX-V approval).
• Interest Rate: 10% per annum, compounded and calculated annually, payable on maturity or put date.
• Warrants: 34.2 million detachable common share purchase warrants included. Exercisable for 5 years at $0.15/share.
• Put Right: Holder may require repayment of principal + accrued interest on or after the 2nd anniversary with 10 days' notice. Put date is the last day for conversion of the put amount.
• Security/Collateral: Secured by a general security agreement over all present and after-acquired personal property; company pledges all subsidiary shares.
• Use of Proceeds: Continuing drilling and exploration at the 100%-owned Big Sandy porphyry copper project, plus general working capital.
• Closing & Hold Period: Expected mid-March 2026, subject to corporate/regulatory approvals (including TSX-V). 4 months + 1 day hold period from closing.
• Regulatory/Related-Party: Treated as a related-party transaction under MI 61-101. Exempt from formal valuation and minority shareholder approval requirements as purchase does not exceed 25% of market cap.
• Control Person Provision: Company must call a shareholder meeting within 75 days of Crescat's request to seek approval for a new control person. Certificates contain a blocker provision preventing conversion/exercise if it creates a new control person without approval.

Notable Quotes

• Kevin Smith, CEO of Crescat Capital LLC: "We believe that Bell is on the verge of making a significant copper discovery and we are eager to fully support Bell in building out the deposit at Big Sandy."
• Tim Marsh, Bell's President and CEO: "Bell's grassroots porphyry copper discovery at Big Sandy needs to be measured. Crescat's participation in this financing shows a continued, solid confidence in Bell and a clear commitment to our corporate strategy."