Mr. Tim Warman reports

ATACAMA COPPER CORPORATION ANNOUNCES UPSIZING AND CLOSING OF FIRST TRANCHE OF SUBSCRIPTION RECEIPT PRIVATE PLACEMENT

Further to its press releases dated Oct. 26, 2023, and Dec. 15, 2023, Atacama Copper Corp. intends to increase the size of its previously announced brokered private placement (concurrent financing) to up to 66,666,667 subscription receipts of the Company at a price of 18 cents per subscription receipt for aggregate gross proceeds of up to $12-million. The company has closed the first tranche of the concurrent financing and has closed the common share offering (as defined herein) for aggregate gross proceeds of approximately $7-million. The company anticipates that it will close a second tranche of the concurrent financing in January, 2024. Unless otherwise stated, all amounts referred to herein are in Canadian dollars.

Summary of the concurrent financing

Pursuant to the terms of an agency agreement between the company, TCP1 Corp., and Cormark Securities Inc. and Stifel Canada, as co-lead agents, under the first tranche of the concurrent financing, the company issued an aggregate of 38,555,655 subscription receipts at a price of 18 cents per subscription receipt. The first tranche of the concurrent financing was completed in connection with previously announced business combination and reverse takeover transaction 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. 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.

In accordance with the terms and conditions of the subscription receipt agreement entered into among the company, the agents and TSX Trust Company, as escrow agent, each subscription receipt will automatically convert into one preconsolidation (as defined herein) common share of the resulting issuer upon the completion or satisfaction of certain escrow release conditions, including, among other things, the receipt of all necessary corporate, regulatory, shareholder and other approvals or consents necessary in connection with the proposed transaction and the completion or satisfaction of all of the conditions precedent to the proposed transaction, substantially in accordance with the definitive agreement entered into in connection therewith, other than the consolidation and the amalgamation of TCP1 and 1000723052 Ontario Corp., to the satisfaction of the agents, provided that the escrow release conditions are satisfied or waived prior to 5 p.m. (Toronto time) on March 31, 2024. Immediately following the release of the escrowed funds (as defined below) and the conversion of the subscription receipts into resulting issuer shares, the company intends to complete a consolidation of the issued and outstanding resulting issuer shares on the basis of one postconsolidation common share for each six preconsolidation common shares and complete the amalgamation, all in accordance with the terms of the proposed transaction.

In the event that the escrow release conditions have not been satisfied or waived (to the extent such waiver is permitted) prior to the escrow release deadline or if the company announces to the public that it does not intend to satisfy the escrow release conditions, or that the proposed transaction has been terminated, the aggregate issue price of the subscription receipts, together with any earned interest, shall be returned to the applicable holders of the subscription receipts (net of any applicable withholding taxes), and such subscription receipts shall be automatically cancelled and be of no further force and effect.

In consideration of the agents' services rendered in connection with the first tranche of the concurrent financing, the agents' shall be entitled to a cash commission equal to 6 per cent of the aggregate gross proceeds from the sale of the subscription receipts (which was reduced to 3 per cent in respect of the gross proceeds from sales to subscribers on a president's list). As additional compensation, the agents were issued 1,479,664 compensation warrants exercisable to acquire 1,479,664 resulting issuer shares, being that number of resulting issuer shares as is equal to 6 per cent of the aggregate number of subscription receipts issued pursuant to the first tranche of the concurrent financing (other than in respect of sales to purchasers on a president's list, in respect of which the agents received compensation warrants equal to 3 per cent of the aggregate number of subscription receipts sold to subscribers on the president's list). Each compensation warrant shall be exercisable at a price of 18 cents per resulting issuer share (prior to giving effect to the consolidation) for a period of 24 months following the completion of the proposed transaction. The gross proceeds of the first tranche of the concurrent financing (including, for certainty, the agents' commission) less certain expenses paid to the agents have been placed into escrow and, upon completion or satisfaction of the escrow release conditions in accordance with the subscription receipt agreement, the agents' commission and the remaining escrowed funds, together with any earned interest, will be released to the agents and the company, respectively.

The subscription receipts sold under the concurrent financing will be subject to a restricted hold period under applicable Canadian securities laws. The resulting issuer shares issuable on conversion of the subscription receipts in connection with the proposed transaction will not be subject to a restricted hold period under applicable Canadian securities laws. The concurrent financing remains subject to the approval of the TSX-V.

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.

Atacama Copper anticipates that a portion of the concurrent financing in an amount of up to $100,000 will comprise subscriptions for common shares of the company, rather than subscription receipts, that will be issued at a price of 18 cents per common share. The proceeds of the common share offering will be made available to the company immediately upon closing and will be used to finance costs associated with completion of the proposed transaction. Closing of the common share offering is subject to approval of the TSX-V.

Further information

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.

About Atacama Copper Corp.

Atacama Copper is a resource company focusing on acquiring, exploring and developing base and precious metals 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.