Mr. Tim Warman reports

ATACAMA COPPER CORPORATION ANNOUNCES EXECUTION OF BUSINESS COMBINATION AGREEMENT WITH TCP1 CORPORATION

Further to the press release dated Oct. 26, 2023, Atacama Copper Corp. has entered into a business combination agreement dated Dec. 15, 2023, with TCP1 Corp. and 1000723052 Ontario Corp. (Subco), a wholly owned subsidiary of the company, pursuant to which the company will acquire all of the issued and outstanding shares of TCP1 in exchange for common shares of the company, which will result in the reverse takeover of the company by TCP1. The company upon completion of the proposed transaction (referred to herein as the resulting issuer) is expected to continue trading on the TSX Venture Exchange as a Tier 1 mining issuer under its current symbol ACOP.

Terms of the proposed transaction

Under the terms of the business combination agreement, the proposed transaction will be completed by way of a three-cornered amalgamation under the laws of Ontario, whereby Subco and TCP1 will amalgamate, and the resulting amalgamated entity will continue as a wholly owned subsidiary of the company. Pursuant to the terms of the business combination agreement, the company will consolidate its share capital on the basis of one postconsolidation common share for every six preconsolidation common shares, and the holders of the issued and outstanding common shares of TCP1 will receive 64.815 postconsolidation common shares of Atacama for each one TCP1 share held. An aggregate of approximately 41.7 million resulting issuer shares will be issued to TCP1 shareholders, which include shares that will be issued in connection with the exercise of certain TCP1 options. All other remaining options that may be outstanding at the time of completing the proposed transaction shall be exchanged in accordance with the exchange ratio for similar securities to purchase resulting issuer shares on substantially the same terms and conditions.

Following completion of the proposed transaction, the resulting issuer will continue to hold Atacama's Placeton/Caballo Muerto copper project in Chile, and it will hold all of TCP1's assets. TCP1's portfolio includes the Cristina project located in Chihuahua state, Mexico, and the Yecora project, located in Sonora state, Mexico, as more particularly described in the company's press releases dated Oct. 30, 2023.

Pursuant to the terms of the business combination agreement, completion of the proposed transaction is subject to a number of conditions, including, but not limited to, completion of the concurrent financing (as defined below), the approval of the shareholders of the company and TCP1, approvals of all regulatory bodies having jurisdiction in connection with the proposed transaction, and approval of the TSX-V for the listing of the resulting issuer shares issuable in connection with the proposed transaction and other customary closing conditions. There can be no assurance that the proposed transaction will be completed as proposed or at all.

In connection with the completion of the proposed transaction, the company anticipates issuing up to 216,049 resulting issuer shares to certain directors and officers of Atacama in satisfaction of accrued and unpaid salaries, and it anticipates issuing up to 1,157,408 resulting issuer shares to arm's-length parties in satisfaction of financial advisory services provided to the company.

Concurrent financing

Prior to the closing of the proposed transaction, Atacama shall complete the previously announced private placement of subscription receipts at a price of 18 cents per subscription receipt for minimum net proceeds of $10-million pursuant to an agreement with Cormark Securities Inc. and Stifel Canada as co-lead agents. Each subscription receipt will convert into one preconsolidation common share of the company immediately prior to the consummation of the proposed transaction. The agents are entitled to a cash commission equal to 6.0 per cent of the gross proceeds of the concurrent financing (3.0 per cent of the gross proceeds from purchasers on the president's list). The agents are entitled to compensation warrants equal to 6.0 per cent of the aggregate number of subscription receipts sold under the concurrent financing (3.0 per cent of the aggregate number of subscription receipts sold to purchasers on the president's list). Each agent's compensation warrant will entitle the holder to acquire a resulting issuer Share at a price of 18 cents (prior to giving effect to the consolidation) for a period of 24 months following the completion of the proposed transaction. The net proceeds of the concurrent financing will be used to advance exploration programs across the combined portfolio, with particular focus on Cristina and Yecora, and for general corporate purposes.

Principal securityholders of the resulting issuer

Following closing of the proposed transaction, it is expected that, other than as set out below, no person or company will own of record or beneficially, directly or indirectly, or exercise control or direction, over more than 10 per cent of the shares of the resulting issuer shares after giving effect to the proposed transaction.

Proposed directors and senior management team

Upon completion of the proposed transaction, the following individuals will comprise the board of directors and management of the resulting issuer.

Tim Warman -- president, chief executive officer, corporate secretary and director

Mr. Warman is a mining executive and geologist with more than 30 years of experience ranging from early-stage exploration to production. He has held senior leadership roles and board positions with some of the industry's most successful companies, including Fiore Gold, Continental Gold, Dalradian Resources and Aurelian Resources. Earlier in his career, he held senior positions in mining and exploration companies in the Americas, Africa and Europe.

Mr. Warman is a graduate of the University of Manitoba (MSc) and McMaster University (BSc), and is a member of the Association of Professional Geoscientists of Ontario.

Charlie Ronkos -- executive vice-president, exploration

Mr. Ronkos has 45 years of exploration experience mainly in the United States, Canada and Latin America. For more than 25 years, he held executive positions with Goldcorp and Glamis Gold. As vice-president, exploration, he was associated with the discovery of over 40 million ounces of gold and 1.3 billion ounces of silver.

Mr. Ronkos is a graduate of Mackay School of Mines, University of Nevada, Reno (MSc), and Wittenberg University (BA), and is a qualified person member of the Mining and Metallurgical Society of America.

Scott Hicks -- director

Mr. Hicks currently serves as director of the board and executive vice-president, corporate development, of Strategic Resources Inc. and as vice-president, corporate development and communications, of Lumina Gold Corp. Over the last 15 years, he has worked on a variety of equity, debt and advisory assignments while working in Canada and Australia. He is a former investment banker working with RBC Capital Markets and BMO Capital Markets on their respective mining teams. He also served as vice-president, corporate development, of Anfield Gold Corp., which was merged to form Equinox Gold Corp. and vice-president, corporate development, of Luminex Resources Corp., which is being acquired by Adventus Mining Corp. (January, 2024, closing).

Mr. Hicks holds a bachelor of commerce with honours from the University of British Columbia.

Shannon McCrae -- director

Ms. McCrae is a professional geologist and executive who brings over 25 years of experience in the resource industry. Her experience ranges from early-stage exploration to mine sites across multiple commodities, driving economic discoveries and delivering innovation.

She has recently been involved in mining and exploration through her company, Athena Geoscience, and is a board member of Boart Longyear. She was director of exploration and growth for Barrick Gold, a global role, operating as a member of the senior management team until 2019. Her experience also includes senior roles with De Beers Canada and as vice-president of business development with Novamera.

She holds an honours bachelor of science degree in geology (BSc) from Western University and is a registered professional geoscientist (PGeo) in Ontario.

Colinda Parent -- director

Ms. Parent is an investment banking specialist focused on the mining sector with extensive experience valuing and selling mining royalties and raising capital for junior mining companies through flow-through shares, common shares and strategic partnerships with other mining companies. Transactions include advising Newmont Mining on the sale of 54 royalties to Maverix Metals, advising Maverix Metals on a purchase of royalties from Goldfields Exploration, advising B2Gold on the sale of a Lynn Lake royalty and advising Elliott Management on the creation of a royalty company. In 2019, she formed Mine Equities Ltd., an EMD focused on raising money for the junior mining sector. Mine Equities has participated in over 75 junior mining financings since inception, that raised over $120-million.

The corporation intends to appoint a chief financial officer prior to closing the proposed transaction, and further details regarding such appointment will be provided in a press release at a later date.

Summary of select financial information

A summary of certain financial information for TCP1, disclosed in accordance with TSX-V policies, is included herein.

Further information

A filing statement will be prepared and filed in accordance with the policies of the TSX-V. Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, acceptance of TSX-V and, if applicable, pursuant to the requirements of TSX-V, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Atacama intends to apply to the TSX-V for an exemption from the sponsorship requirements for the proposed transaction based upon the concurrent financing and/or other exemptions available in the TSX-V policies. There is no assurance that an exemption from this requirement will be obtained.

About Atacama Copper Corp.

Atacama is a resource company focusing on acquiring, exploring and developing base and precious metal properties in the Americas. It is committed to advancing the exploration and development of its Placeton/Caballo Muerto copper project in Chile while looking to increase its asset portfolio through the acquisition and development of other high-value exploration, development and production opportunities. Atacama's Placeton/Caballo Muerto project hosts several porphyry copper targets situated between the giant Relincho and El Morro/La Fortuna copper-gold deposits of the Nueva Union joint venture between Teck and Newmont Mining.

We seek Safe Harbor.