Mr. Timothy Marsh reports
BELL COPPER ANNOUNCES UPDATE TO SHARES FOR
DEBT SETTLEMENT AND WARRANT EXTENSION
Further to Bell Copper Corp.'s news release of Nov. 20, 2025, wherein the company
had announced it had agreed to settle an aggregate $198,819.48 of debt owing to certain creditors, the
company has now negotiated with a number of additional arm's-length parties to also settle their
outstanding debt. The company therefore intends to increase the amount of debt to be settled to
$462,919.48 by the issuance of a total of 9,285,390 common shares in the capital of the
company at a deemed price of five cents per share. No warrants will be issued in connection with the debt
settlement. These debt settlements will greatly improve the company's balance sheet and extinguish
some long-term debts off of the company's books. As previously disclosed, some of the debt being
settled shall be used to diminish a portion of accrued and outstanding historical management fees due
to an officer of the company in accordance with the policies of the TSX Venture Exchange.
The debt settlement transaction is subject to the approval of the TSX-V and all shares issued pursuant to
the debt settlement will be subject to a four-month statutory hold period.
The issuance of the shares shall be considered to be a related party transaction under Multilateral
Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but
shall be exempted from the requirements to obtain a formal valuation and to obtain minority approval as the issuance of the shares shall not exceed 25 per cent of the company's market capitalization. The
company is relying on exemptions from the formal valuation and minority shareholder approval
requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.
The company believes it is in the best interests of its shareholders to reduce the amount of
indebtedness while preserving cash and improving its financial position.
Warrant extension
The company further announces that it proposes to further extend, by another 12 months, the
expiry date of a total of 1,448,500 share purchase warrants, originally issued Dec. 28, 2022, and
2,391,666 share purchase warrants originally issued Jan. 31, 2023, in
connection with a non-brokered private placement, which completed in two tranches. These aggregate
3,840,166 warrants are exercisable into 3,840,166 common shares and shall remain at an exercise price
of 20 cents per share. The application to further extend the expiry dates on the warrants is subject to the
acceptance of the TSX-V, and the company makes no assurances that the required acceptance for the
extension of the term of the warrants will be granted.
The 1,448,500 warrants had previously been extended last year by an additional 12 months, to expire
Dec. 28, 2025, and the company intends to extend that expiry date to Dec/ 28, 2026. The
2,391,666 warrants had also previously been extended last year by an additional 12 months, to expire
Jan. 31, 2026, and the company intends to extend that expiry date to Jan. 31, 2027.
About Bell Copper Corp.
Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of
large copper deposits located in Arizona. Bell Copper is exploring its 100-per-cent-owned Big Sandy porphyry
copper project and the Perseverance porphyry copper project, which is under a joint venture earn-in.
We seek Safe Harbor.
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