15:32:11 EST Tue 20 Jan 2026
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Bell Copper Corp (2)
Symbol BCU
Shares Issued 136,501,974
Close 2026-01-19 C$ 0.06
Market Cap C$ 8,190,118
Recent Sedar Documents

Bell Copper completes $412,919 debt settlement

2026-01-20 10:38 ET - News Release

Dr. Timothy Marsh reports

BELL COPPER ANNOUNCES COMPLETION OF SHARES FOR DEBT SETTLEMENT EXTENSIONS OF WARRANTS

Further to its news release of Dec. 3, 2025, Bell Copper Corp. has now received TSX Venture Exchange acceptance for the settlement of an aggregate $412,919.48 of debt owing to certain creditors by the issuance of a total of 8,285,390 common shares in the capital of the company at a deemed price of five cents per share. No warrants are being issued in connection with the debt settlement. The shares issued in the debt settlement are subject to a four-month hold period, which expires May 21, 2026.

A total of $116,319.50 of the debt relates to advances made by non-arm's-length parties of the company to assist the company with meeting time-sensitive financial obligations, detailed as follows: an aggregate $42,217.50 lent in April, June and October, 2025, by Godbe Drilling Inc., a company controlled by Jonathan Godbe, a director of the company; an aggregate $40,740 lent in March, April and August, 2025, by William D. Hart, a director of the company; $7,000 lent by Mario Stifano, a director of the company; and an aggregate $26,362 lent over multiple occasions during the period September, 2024, to May, 2025, by Dr. Timothy Marsh, president, chief executive officer and director of the company. There were no formal agreements entered into with the non-arm's-length parties for these loans to the company and therefore no terms were established regarding repayment, interest being incurred or collateral security required. The non-arm's-length parties provided these advances to provide the company with temporary financial support while the company is engaged in continuing discussions for a future financing or other potential arrangements with industry participants, with the intention for them to be repaid in a timely manner.

The issuance of the shares in settlement of the debt with the non-arm's-length parties is considered to be a related party transaction under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but are exempted from the requirements to obtain a formal valuation and to obtain minority approval as the issuance of the shares does 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.

Warrant extension

The company further announces that it has received TSX-V acceptance for the extension of the expiry dates 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. The expiry date of the 1,448,500 share purchase warrants has now been extended from Dec. 28, 2025, to Dec. 28, 2026, and the expiry date of the 2,391,666 share purchase warrants has now been extended from Jan. 31, 2026, to Jan. 31, 2027. The exercise price of 20 cents per 2022/2023 warrant remains the same.

In addition, further to the company's news release of Jan. 12, 2026, the company has also received TSX-V acceptance to the extension of the expiry date of 2,868,550 share purchase warrants, originally issued Jan. 30, 2024, in connection with a non-brokered private placement, by a further 12 months. The expiry date of these warrants has now been extended from Jan. 30, 2026, to Jan. 30, 2027, and the exercise price of eight cents per 2024 warrant remains the same.

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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