Getty Copper, Numberco close $15M private placement

Executive Summary

• Getty Copper Inc. and its proposed acquisition target, 1390120 B.C. Ltd. (Numberco), have closed a brokered private placement of 125 million subscription receipts for gross proceeds of $15 million.
• The proceeds are held in escrow pending the completion of the proposed amalgamation between Getty and Numberco, which is expected to close no later than June 4, 2026.
• Funds will be used to retire approximately $3.7 million of existing debt, fund property development, and for general corporate purposes.

Key Details

• Transaction Structure: Brokered private placement of 125 million subscription receipts (representing shares in both Getty and Numberco).
• Price and Proceeds: Priced at $0.12 per subscription receipt, generating gross proceeds of $15,000,000.
• Agents: Clarus Securities Inc., Velocity Capital Partners, and Raymond James Ltd.
• Use of Proceeds:
  • Retire existing indebtedness of approximately $3.7 million.
  • Continue development on Getty mineral properties.
  • General corporate purposes.
• Escrow and Conversion:
  • Proceeds are held in escrow pending satisfaction of release conditions, including the completion of the amalgamation.
  • Upon satisfaction of conditions, each subscription receipt automatically converts into one common share of Getty.
  • If the amalgamation does not close by the escrow release deadline, proceeds plus accrued interest will be returned to subscribers.
• Amalgamation Status:
  • Subject to final approval from the TSX Venture Exchange.
  • Closing expected in the near term, but no later than June 4, 2026.
• Agent Compensation:
  • Cash commission of 6.0% of gross proceeds ($900,000).
  • Numberco issued 7.5 million compensation options to agents.
  • Options entitle holders to purchase one common share of Numberco (and subsequently Getty) at the issue price for 12 months following the release notice.

Notable Quotes

• "Completion of this private placement represents the most important initial step in this amalgamation process, which will allow Getty to gain experienced mining management, retire its entire corporate indebtedness and, most importantly, advance the development of its Highland Valley mineral properties." — Tom MacNeill, CEO