Mr. Tim Warman reports

ATACAMA COPPER CORPORATION ANNOUNCES CLOSING OF SECOND TRANCHE OF SUBSCRIPTION RECEIPT PRIVATE PLACEMENT

Further to the press releases dated Oct. 26, 2023, Dec. 16, 2023, and Dec. 20, 2023, Atacama Copper Corp. has closed the second tranche of its previously announced brokered private placement for an additional 30,782,634 subscription receipts of the company at a price of 18 cents per subscription receipt for gross proceeds under the second tranche of approximately $5.5-million and aggregate gross proceeds under the concurrent financing of approximately $12.4-million.

The company is also pleased to announce the closing of the non-brokered private placement of 555,556 common shares of the company, at a price of 18 cents per common share, for aggregate gross process of $100,000. Together with the proceeds from the bridge financing, the total gross proceeds raised in connection with the proposed transaction (as defined below) are approximately $12.5-million. As a result of the closing of the second tranche of the concurrent financing, the company has satisfied the concurrent financing condition in connection with the amalgamation (as defined below).

Summary of the concurrent financing

Pursuant to the terms of an agency agreement between the company, TCP1, Cormark Securities Inc. and Stifel Canada, as co-lead agents, under the second tranche of the concurrent financing, the company issued an aggregate of 30,782,634 subscription receipts at a price of 18 cents per subscription receipt. The second 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 that 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 second tranche of the concurrent financing, the agents shall be entitled to a cash commission of $176,455.09, being a cash commission equal to 6.0 per cent of the aggregate gross proceeds from the sale of the subscription receipts. Calculation of the agents' commission excludes: (i) the sale of 7.25 million subscription receipts to a certain purchaser, for which no cash commission was paid to the agents; and (ii) sales to purchasers on a president's list, in respect of which a 3.0-per-cent cash commission was paid to the agents. As additional compensation, the agents were issued 980,306 compensation warrants exercisable to acquire 980,306 resulting issuer shares, being that number of resulting issuer shares as is equal to 6.0 per cent of the aggregate number of subscription receipts issued pursuant to the second tranche of the concurrent financing, other than the excluded sales. 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 second 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 Venture Exchange.

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.

Summary of the non-brokered financing

The bridge financing was completed in connection with the proposed transaction, which is expected to result in the reverse takeover of the company as contemplated by TSX-V Policy 5.2. Further details regarding the proposed transaction were previously announced by Atacama on Oct. 26, 2023, Dec. 16, 2023, and Dec. 20, 2023.

An aggregate of 555,556 common shares were issued pursuant to the bridge financing. In accordance with Policy 5.2, the proceeds of the bridge financing will be used specifically for purposes of financing the costs associated with completing the proposed transaction. No commission, finder's fee or similar payment (whether in the form of cash, securities or an interest in assets) will be paid by the company in connection with the bridge financing.

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.

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.

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.