22:21:37 EST Wed 03 Dec 2025
Enter Symbol
or Name
USA
CA



Bell Copper Corp (2)
Symbol BCU
Shares Issued 136,501,974
Close 2025-12-02 C$ 0.05
Market Cap C$ 6,825,099
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Bell Copper increases shares-for-debt transaction

2025-12-03 16:14 ET - News Release

Subject: Please immediately disseminate the attached news release for Bell Copper Corporation. Thank you. PDF Document

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 1-800-418-8250 | www:bellcopper.net | info@bellcopper.net Page |2

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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