Faraday Copper Signs a Definitive Agreement to Acquire BHP's San Manuel Property in Arizona, Creating a Multi-Asset Copper District in the USA

Faraday Copper Corp. (FDY) has signed a definitive purchase and sale agreement to acquire 100% of BHP’s San Manuel property in Arizona. The consideration for the transaction involves the issuance of common shares to BHP equivalent to 30% of Faraday’s fully diluted equity at closing. Following the close, BHP will hold approximately 32.5% of the non-diluted shares, a figure that includes its earlier C$4.20/share placement. Faraday will assume all environmental and closure liabilities associated with the property. The deal also includes offtake rights and a water supply agreement with BHP.

TD Securities provided a fairness opinion for the transaction, and shareholder approval is targeted for August 2026, with 21.88% of shares already committed to vote in favor. Completion is expected by the end of Q3 2026. San Manuel historically produced over 4.5 Mt of copper between 1955 and 1999 and includes a legacy mine, plant site, tailings, and quarries. Combined with Faraday’s 100%-owned Copper Creek project, the company envisions a multi-asset US copper district with near-term cathode production potential.

Faraday Copper Corp. (FDY) has reached the natural culmination of the non-binding letter of intent signed in February 2026. All key terms remain unchanged from the original agreement, including the 30% fully diluted share issuance to BHP, the assumption of legacy liabilities, and the creation of a combined copper district.

The fresh elements of the deal, specifically the offtake and water supply arrangements, are ancillary and do not alter the core economics that the market has already absorbed. The timing, set for early Q3 2026, aligns with earlier guidance to reach a definitive agreement by the end of Q3 2026. No new financing is required, as the C$100M placement in March 2026 already funded integration costs.

The announcement removes execution uncertainty but does not introduce genuinely new, market-moving information. The market had a full opportunity to price the letter of intent since February, during which the stock rose from approximately C$3.41 to C$6.64. Today’s announcement serves as a procedural step in finalizing the transaction.

Faraday Copper Corp. (FDY) is an Arizona-focused copper exploration and development company. Its flagship 100%-owned Copper Creek Project, located approximately 80 km northeast of Tucson, hosts a large porphyry copper deposit with high-grade near-surface breccia-hosted mineralization. A 2023 NI 43-101 Preliminary Economic Assessment defined a substantial resource, and ongoing Phase IV drilling, totaling 40,000 meters, seeks to expand the open-pit oxide and near-surface sulfide inventory.

The acquisition of San Manuel, once BHP’s massive operation, adds more than 4.5 million tonnes of production and brings 27,000 acres of private land, existing infrastructure including road, rail, gas, and power, and a permitted brownfield site. The combined asset positions Faraday as one of the largest undeveloped US copper districts, with a staged development plan that begins with copper cathode from heap leach, followed by open-pit and underground sulfide operations.