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Bell Copper Corporation (TSXV: BCU,OTC:BCUFF) (OTCQB: BCUFF) ("Bell Copper" or the "Company") announces, further to its news release of March 6, 2026 regarding a non-brokered financing ("Financing") of $2,052,000 secured 10% convertible debentures (the "Debentures") arranged through Crescat Portfolio Management LLC andor its nominees ("Crescat"), that the conversion price of the Debentures into common share of the Company ("Shares") during the first year following their issuance shall be amended to a price of C$0.08 per Share. The conversion price of the Debentures applicable following the first year after their issuance shall remain at a price of $0.10 per Share, as originally announced. The Debentures will be convertible in whole or in part and at the option of the holder for a period of five years from the date of issuance of the Debenture.
In connection with the amended conversion price, the Debentures shall now be accompanied by 25,650,000 detachable common share purchase warrants (the "Warrants") (reduced from 34,200,000 Warrants). Each Warrant will entitle the holder to purchase, for a period of five years from the date of issuance, one Share at an amended exercise price of C$0.13 per Share.
The Debentures will be secured by a security interest given by the Company to Crescat over all of the present and after acquired assets of the Company and its subsidiaries, including the Company's interests in its mining projects, subject to the terms and conditions of a General Security Agreement and other security agreements to be entered into on closing of the Financing.
Funds raised from the Financing will be used for the ongoing drilling and exploration program at the Company's 100% owned Big Sandy Porphyry Copper Project and for general working capital. Closing shall be subject to receipt of all necessary corporate and regulatory approvals, including approval of the TSX-V. All securities issued in the Financing will be subject to a hold period of four months plus one day from the date of closing of the Financing, in addition to any hold periods required pursuant to the securities laws of the United States.
All other aspects with respect to the Debentures remains the same as previously disclosed.
The purchase of such Debentures by Crescat shall be considered to be a related-party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Crescat is an insider of the Company, but shall be exempted from the requirements to obtain a formal valuation and to obtain minority approval, as the purchase of securities shall not exceed 25% of the Company's market capitalization. The Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101. The conversion of the Debentures and exercise of the Warrants may result in Crescat and its affiliates becoming a control person of the Company. As such, the terms of the Debentures and Warrants shall limit such conversion and exercise until such time as the requisite approvals for Crescat and its affiliates becoming a control person have been obtained from the shareholders of the Company and the TSX-V.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to available exemptions therefrom. This release does not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.
For further information, please contact the Company
Tel: 1 800 418 8250
Email: info@bellcopper.net
About Bell Copper
Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of large copper deposits located in Arizona. Bell Copper is exploring its 100% owned Big Sandy Porphyry Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.
On behalf of the Board of Directors of
Bell Copper Corporation
"Timothy Marsh"
Timothy Marsh, President, CEO & Director
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Financing, the total funds to be raised under the Financing, the terms of the Debentures, the proposed closing date and the use of proposed proceeds therefrom, the receipt of regulatory approvals and shareholder approval to the creation of a new Control Person, the closing conditions and the expiry of hold periods for securities distributed pursuant to the Financing, the use of proceeds of the Financing and the security interests to be granted on closing of the Financing. Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Bell Copper operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies, including without limitation the assumption that the Financing will be completed on the terms described herein. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include: that the Company may not complete the Financing on terms favourable to the Company or at all; that the TSX-V may not approve the Financing; Crescat may require additional security; the Company may default on the repayment terms of the Debentures and Crescat may exercise its security resulting in a loss of the Company's assets; that the proceeds of the Financing may not be used as stated in this news release; actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/289842
