Getty Copper completes acquisition of 1390120 B.C.

Executive Summary

• Getty Copper Inc. completed the amalgamation of its subsidiary 1560326 B.C. Ltd. with 1390120 B.C. Ltd. (Numberco), resulting in a new entity named Getty Copper Ltd.
• Concurrent with the amalgamation, the company finalized a brokered private placement of 125 million subscription receipts for $15 million, which automatically converted into common shares upon the completion of the amalgamation.
• The transaction involved the exchange of Numberco’s equity for Getty shares, the issuance of agent compensation options, and the use of proceeds to retire existing debt and fund property development.

Key Details

• Amalgamation Structure:
  • Numberco amalgamated with Getty’s wholly owned subsidiary, 1560326 B.C. Ltd.
  • Resulting entity name: Getty Copper Ltd.
  • Share Exchange: Holders of 65 million Numberco common shares received one Getty common share for each Numberco share held.
  • 63.95 million common shares issued to Numberco shareholders are subject to TSX Venture Exchange escrow requirements.
• Warrant and Option Exchange:
  • Numberco holders of 2 million warrants received equivalent Getty warrants, exercisable at $0.075 until May 1, 2030.
  • Numberco holders of 6.5 million options received equivalent Getty options, exercisable at $0.05 until May 2, 2030.
• Private Placement Details:
  • Date: December 4, 2025.
  • Instrument: 125 million subscription receipts issued at $0.12 per receipt.
  • Gross Proceeds: $15 million.
  • Conversion: Subscription receipts automatically converted into common shares of Getty upon completion of the amalgamation.
• Agent Compensation:
  • Cash Commission: 6.0% of gross proceeds ($900,000) paid to agents (Clarus Securities Inc., Velocity Capital Partners, and Raymond James Ltd.).
  • Compensation Options: 7.5 million options issued to agents, exercisable at $0.12 per share for a period of 12 months following the release notice by the escrow agent.
• Use of Proceeds:
  • Retire all of Getty's existing indebtedness.
  • Continue development on Getty's mineral properties.
  • General corporate purposes.
• Escrow Release:
  • Proceeds were held by Computershare Trust Company of Canada.
  • Funds released upon satisfaction of escrow conditions, including the completion of the amalgamation.
• Governance Changes:
  • Board of Directors: Charles Funk (Chairman), Mahesh Liyange, Thomas MacNeill, Brent Lepinski, and Earl Hope.
  • Officers: Thomas MacNeill (CEO), Charles Funk (Chairman), Jeremy Fong (CFO), and Rosana Batista (Corporate Secretary).

Notable Quotes

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