Subject: Please immediately disseminate the attached news release for Bell Copper Corporation. Thank you.
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File: Attachment NR-Dec3-2025-ShrDebt Update Warrant Extension_FINAL.pdf
December 3, 2025
NEWS RELEASE
Bell Copper Company
Bell Copper Announces Update to Shares for
Debt Settlement and Warrant Extension
VANCOUVER, B.C. - Bell Copper Corporation (TSX.V: BCU) (OTCQB: BCUFF) ("Bell Copper" or the
"Company") announces that further to its news release of November 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 ("Shares") in the capital of the
Company at a deemed price of $0.05 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 ("TSX-V").
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 ("MI 61-101"), 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% 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 twelve (12) months, the
expiry date of a total of 1,448,500 share purchase warrants, originally issued December 28, 2022 and
2,391,666 share purchase warrants originally issued January 31, 2023 (collectively, the "Warrants") 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 $0.20 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
December 28, 2025 and the Company intends to extend that expiry date to December 28, 2026. The
Suite 2700, 1133 Melville Street | Vancouver, British Columbia | V6E 4E5 | Canada
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2,391,666 Warrants had also previously been extended last year by an additional 12 months, to expire
January 31, 2026 and the Company intends to extend that expiry date to January 31, 2027.
About Bell Copper
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% owned Big Sandy Porphyry
Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.
On behalf of the Board of Directors of
Bell Copper Company
"Timothy Marsh"
Timothy Marsh, President, CEO & Director
For further information please contact the Company
Tel: 1 800 418 8250
Email: info@bellcopper.net
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release includes "forward-looking statements" and "forward-looking information" within the meaning of Canadian
securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking
statements. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified
by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend"
and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar
expressions and includes the negatives thereof.
Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of
management regarding the proposed shares for debt settlement and warrant extension, including the ability of Bell to
complete the debt settlement, complete the warrant extension and the receipt of necessary regulatory approvals. Forward-
looking statements are based on a number of assumptions and estimates that, while considered reasonable by management
based on the business and markets in which Bell Copper operates, are inherently subject to significant operational, economic,
and competitive uncertainties, risks and contingencies. There can be no assurance that such statements will prove to be
accurate and actual results, and future events could differ materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from the Company's expectations include: that actual exploration
results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to
be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business
conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other exploration or other
risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those
described in the Company's most recently filed MD&A. The Company does not undertake to update or revise any forward-
looking statements, except in accordance with applicable law.
www.bellcopper.net | Vancouver, BC, Canada | 1 800 418 8250
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