Bell Copper increases shares-for-debt transaction

The most recent news, dated December 3, 2025, announces that Bell Copper Corp. is increasing its previously disclosed shares-for-debt transaction. The company now plans to issue 9,285,390 common shares at a price of $0.05 per share to settle approximately $462,919.48 of outstanding debt. This transaction is considered a related party transaction but is exempt from formal valuation and minority approval.

Concurrently, Bell Copper is proposing a 12-month extension for two series of warrants, subject to TSX-V approval: - 1,448,500 warrants with an original expiry of December 28, 2025, will be extended to December 28, 2026, with an exercise price of $0.20. - 2,391,666 warrants with an original expiry of January 31, 2026, will be extended to January 31, 2027, with an exercise price of $0.20.

This news highlights the ongoing financial distress and capital requirements of Bell Copper Corp.

The increase in the shares-for-debt transaction is a significant dilutive event. The previously announced debt settlement on November 20, 2025, was for 3,976,390 shares, valued at $198,819.50. The current announcement more than doubles this to 9,285,390 shares, valued at $462,919.48. This represents approximately 6.8% dilution to the current outstanding shares (9,285,390 / 136,501,974 shares). While settling debt is generally positive for a company's balance sheet, doing so through substantial equity issuance at a low price ($0.05, which is at or near the 52-week low) is highly dilutive to existing shareholders and indicates a critical lack of available cash. The fact that a significant portion of this debt is owed to related parties (as noted in the November 20, 2025, news, mentioning director/officer loans and management fees) raises further questions about governance and financial management.

The proposed extension of 3,840,166 warrants (total of 1,448,500 + 2,391,666) by 12 months is another indicator of financial weakness. These warrants have an exercise price of $0.20, significantly above the current share price of $0.05. Without an extension, these warrants would likely expire unexercised, providing no capital to the company. The extension prevents the loss of potential future capital from these warrants but confirms that the company currently cannot rely on these for funding, given the share price is far below the exercise price. It effectively kicks the can down the road and indicates a lack of near-term catalysts to drive the share price up to warrant exercise levels.

Combined, these actions demonstrate that Bell Copper continues to manage its liabilities and cash flow deficiencies through highly dilutive financing strategies, rather than through operational success or non-dilutive capital raises. This is a recurring pattern for the company and underscores its precarious financial position.

Bell Copper Corp. (BCU.V) is a Canadian-based mineral exploration company primarily focused on copper porphyry deposits. Its flagship project is the Big Sandy Porphyry Copper Project located in northwestern Arizona, USA. The project is 100% owned by Bell Copper.

Project Development: Big Sandy is an exploration-stage project. Recent geological studies by the Arizona Geological Survey (AZGS) and the University of Arizona (UA) have indicated a genetic link between Big Sandy and the Diamond Joe porphyry system, suggesting Big Sandy could be the offset upper portion or outer mineralized shell of a larger porphyry Cu-Mo deposit. This research, presented in September 2024, identified critical minerals like copper, molybdenum, rhenium, and antimony within core samples from the BS-3 drill hole.

Despite these positive geological insights, the company has faced significant challenges in advancing the project. Drilling at the BS-4 site was suspended in August 2024 due to a lack of funding, and as of October 2025, the company was still actively seeking strategic financing to resume drilling. The permit for BS-4 has been extended through October 2025, allowing for eight additional drill holes.

Bell Copper also holds a 4% Net Smelter Royalty (NSR) on the Perseverance (formerly Kabba) property, which can be decreased to 2% by paying US$4,000,000 within the first 20 years of the sublease.