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Getty Copper Inc. (TSXV: GTC,OTC:GTCDF) (OTCQX: GTCDF) (the "Company") announces that it has entered into an agreement with Velocity Capital Partners, as lead agent and joint bookrunner, on its own behalf and on behalf of Clarus Securities Inc., as co-lead agent and joint bookrunner and a syndicate of other agents (the "Agents"), in connection with a "best efforts" private placement offering pursuant to the Listed Issuer Financing Exemption (as defined herein) (the "Brokered Offering"). The Brokered Offering consists of any combination of:
(i) common shares of the Company that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")) (the "BC Charity FT Shares") at a price of C$1.395 per BC Charity FT Share (the "BC Charity FT Issue Price"); and
(ii) common shares of the Company that will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act) (the "Charity FT Shares") at a price of C$1.305 per Charity FT Share (the "Charity FT Issue Price"),
for aggregate gross proceeds to the Company of up to approximately C$13 million.
The Company also announces that it intends to issue, on a non-brokered private placement basis, up to 1,855,000 common shares of the Company that will qualify as "flow-through shares" (within the meaning of subsection 66(15) the Tax Act (the "FT Shares")) at a price of C$1.080 per FT Share (the "FT Share Issue Price") for gross proceeds of up to approximately C$2,000,000 (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offering").
The terms BC Charity FT Shares, Charity FT Shares, and FT Shares are collectively referred to as the "Offered Securities".
The Company will use an amount equal to the gross proceeds received by the Company from the Offering to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Tax Act; and, in respect of the BC Charity FT Shares, an expenditure that also meets the criteria set forth in the definition of the term "BC flow-through mining expenditure" in subsection 4.721(1) of the Income Tax Act (British Columbia) (collectively the "Qualifying Expenditures") on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the initial subscribers of the Offered Securities effective December 31, 2026 in an aggregate amount of not less than the gross proceeds from the sale of the Offered Securities. In the event that the Company does not renounce on or prior to December 31, 2026 Qualifying Expenditures in amount equal to the BC Charity FT Issue Price, the Charity FT Issue Price and the FT Share Issue Price for each BC Charity FT Share, Charity FT Share and FT Share purchased and/or if the amount of the Qualifying Expenditures is reduced upon assessment or reassessment by the Canada Revenue Agency, the Company will indemnify each applicable subscriber for the additional income taxes payable by such subscriber as a result of the Company's failure to renounce the Qualifying Expenditures or as a result of the reduction.
The Offering is expected to close on or about September 30, 2026, or such other date as the Company and the Agents may agree and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including the acceptance of the TSX Venture Exchange (the "TSXV").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the securities issuable under the Offering will be offered for sale to purchasers resident in each of the provinces of Canada, except Québec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the Offered Securities issued in the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.gettycopper.com. Prospective investors should read this Offering Document before making an investment decision concerning the Offered Securities.
The Offered Securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any U.S. state securities laws, and may not be offered or sold in the United States absent registration or available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Getty Copper Inc.
Getty Copper Inc. is a Canadian-based mineral exploration and development company focused on the Highland Valley region of British Columbia, Canada. Its flagship, 82% owned Getty Project is located near Logan Lake and adjacent to Teck's Highland Valley Copper Mine and has potential to be a significant new source of copper and molybdenum in the district.
Contact Information
For more information or to join our mailing list, please contact:
Ryan O'Regan
Chief Executive Officer
Getty Copper Inc.
Email: investorrelations@gettycopper.com
Phone: +1 604 931-3231
Neither 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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward looking statements within the meaning of applicable securities laws. The use of any of the words "anticipate", "plan", "continue", "expect", "estimate", "objective", "may", "will", "project", "should", "predict", "potential" and similar expressions are intended to identify forward looking statements. In particular, this press release contains forward looking statements concerning the Company's exploration plans; the use of proceeds from the Offering; the receipt of TSXV approval of the Offering; the closing of the Offering and the timing thereof; the tax treatment of the Offered Securities; the expected incurrence by the Company of eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" and, in respect of the BC Charity FT Shares, as "BC flow-through mining expenditures"; the renunciation by the Company of the Qualifying Expenditures to each initial subscriber of Offered Securities effective no later than December 31, 2027; and other expected tax implications in respect of the Offering.
The forward-looking statements and information are based on certain key expectations and assumptions made by the Company. Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company cannot give any assurance that they will prove correct. Since forward looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with conditions in the equity financing markets, and assumptions and risks regarding receipt of regulatory and shareholder approvals.
Management has provided the above summary of risks and assumptions related to forward looking statements in this press release in order to provide readers with a more comprehensive perspective on the Company's future operations. The Company's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits the Company will derive from them. These forward-looking statements are made as of the date of this press release, and, other than as required by applicable securities laws, the Company disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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