Mr. Giulio Bonifacio reports
INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND ALTA COPPER SHAREHOLDERS VOTE "FOR" PROPOSED PLAN OF ARRANGEMENT WITH FORTESCUE LTD; ALTA COPPER REMINDS SHAREHOLDERS TO VOTE
Independent proxy advisory firms, including Institutional Shareholder Services (ISS), have recommended that Alta Copper Corp. shareholders vote for the special resolution approving the company's plan of arrangement with Fortescue Ltd. and its wholly owned subsidiary, Nascent Exploration Pty. Ltd.
- Your vote is important. Vote well in advance of the proxy voting deadline on Thursday, Jan. 22, 2026, at 10 a.m. (Vancouver time).
- Shareholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by e-mail at assistance@laurelhill.com, or by texting INFO to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).
The special meeting of shareholders and optionholders of Alta Copper to consider and vote on the arrangement is scheduled for Monday, Jan. 26, 2026, at 10 a.m. (Vancouver time), at Gowling WLG (Canada) LLP, suite 2300-550 Burrard St., Vancouver, B.C., Canada. Under the arrangement, shareholders will receive $1.40 in cash for each Alta Copper common share held.
Independent third party proxy advisory recommendations
ISS stated:
"The cash consideration offers a fair premium over the unaffected market price, delivering immediate value and certainty to shareholders; [...] shareholders can reasonably be assured that the consideration is competitive, with no indication of alternative offers likely to emerge. This is further supported by the positive market reaction and credibility of the valuation."
Giulio T. Bonifacio, president and chief executive officer of Alta Copper, commented:
"ISS's and other proxy advisory firms' recommendations reinforce the board's unanimous recommendation that shareholders vote for the arrangement. The arrangement provides Alta Copper shareholders with all-cash consideration of $1.40 per share, delivering immediate value and certainty. We encourage all shareholders to vote as soon as possible and well in advance of the proxy deadline."
Benefits of the arrangement
- All-cash consideration of $1.40 per share, providing immediate liquidity and certainty of value;
- Supported by independent fairness opinions and a formal valuation;
- Negotiated and evaluated by an independent special committee of the board.
Shareholders encouraged to vote ahead of the proxy deadline
The board of directors of Alta Copper recommends that shareholders vote for the arrangement.
The proxy voting deadline is 10 a.m. (Vancouver time) on Thursday, Jan. 22, 2026. Shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure their vote is submitted in a timely manner. Due to the essence of time, shareholders may vote on-line or by telephone to ensure their votes are received in a timely manner. Alta Copper is using Broadridge's Quickvote service to solicit votes over the telephone from eligible beneficial shareholders.
Required vote approval
To become effective, the arrangement must be approved by: (i) at least 66.67 per cent of the votes cast by shareholders; (ii) at least 66.67 per cent of the votes cast by shareholders and optionholders, voting as a single class; and (iii) a simple majority of the votes cast by shareholders, excluding votes cast by the purchaser and its affiliates, and other persons required to be excluded under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.
Shareholder questions and voting assistance
Alta Copper has retained Laurel Hill Advisory Group to assist the company in connection with its communication with shareholders.
Shareholders who have questions or require voting assistance may contact Laurel Hill at:
Laurel Hill Advisory Group
Call or text toll-free (North America): 1-877-452-7184
Call or text outside North America: 1-416-304-0211
E-mail: assistance@laurelhill.com
We seek Safe Harbor.
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