Mr. Timothy Marsh reports
BELL COPPER ANNOUNCES NON-BROKERED CONVERTIBLE DEBENTURE FINANCING WITH CRESCAT CAPITAL LLC
Bell Copper Corp. has arranged a non-brokered financing of $2,052,000 of secured convertible debentures, arranged through Crescat Portfolio Management LLC and/or its nominees, one of Bell's largest and longest tenured existing shareholders.
The principal sum of each debenture will be convertible, in whole or in part, and at the option of the holder, into common share of the company for a period of five years from the date of issuance of the debenture, at a price of six cents per share until and including the first anniversary of the date of issuance of the debenture, and thereafter at a price of 10 cents per share.
The debentures will bear interest at a rate of 10 per cent per annum compounded and calculated annually, and, subject to conversion into shares, payable on the earlier of the maturity date and the put Date (as defined below). There will be no prepayment privileges under the debentures.
The debentures shall be accompanied by 34.2 million detachable common share purchase warrants. Each warrant will entitle the holder to purchase, for a period of five years from the date of issuance, one share at a price of 15 cents per share.
If all or some of the principal sum is converted into shares, the holder of the debenture shall also have the right to convert into shares the interest accrued on such principal sum, at a price per share equal to the last closing price of the shares before the day on which the holder gives notice of such conversion to the company, subject to acceptance of the TSX Venture Exchange. Additionally, the company shall be required to call a meeting of its shareholders, to be held within 75 days of Crescat's request, to seek shareholder approval by ordinary resolution to the creation of a new control person (as defined in the policies of the TSX-V) and to use commercially reasonable best efforts to obtain such approval. The certificates representing the debentures and the warrants shall contain a blocker provision acceptable to Crescat, prohibiting the conversion of the debentures or the exercise of the warrants if such exercise would have the effect of creating a new control person unless shareholder approval had been obtained.
The holder of a debenture will have a put right allowing it, at its sole discretion exercisable on not less than 10 days of notice on or after the second anniversary of the date of issuance of the debenture, to require the company to repay all or part of the outstanding principal sum plus accrued interest on a specified date. The put date will be deemed the last day for conversion of the put amount. If only part of the outstanding principal sum is put, the company will issue a replacement debenture for the remaining principal sum.
Kevin Smith, chief executive officer of Crescat Capital LLC, parent entity of Crescat Portfolio Management LLC, commented, "We believe that Bell is on the verge of making a significant copper discovery and we are eager to fully support Bell in building out the deposit at Big Sandy."
The debentures will be secured by a general security agreement granted in favour of Crescat, providing security over all of Bell's present and after acquired personal property, and such other instruments as Crescat is advised should be delivered in order to give Crescat priority as against other creditors in the event of a default by the company. Without limiting the generality of the foregoing, the company will pledge to or as directed by Crescat all of the issued and outstanding shares in the capital of each of its subsidiaries.
Funds raised from the financing will be used for the continuing drilling and exploration program at the company's 100-per-cent-owned Big Sandy porphyry copper project and for general working capital. Closing is expected to occur in mid-March, 2026, and shall be subject to receipt of all necessary corporate and regulatory approvals, including approval of the TSX-V. all securities issued in the financing will be subject to a hold period of four months plus one day from the date of closing of the financing.
The purchase of such debentures by Crescat 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 purchase of securities 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.
About Crescat Portfolio Management LLC
Crescat is a value-driven asset management firm with a global macro thematic overlay. The goal of its activist metals strategy is to help exploration-focused mining companies create new economic metal deposits in viable mining jurisdictions around the world. The firm's investment process involves a mix of asset classes and strategies to assist with each client's unique needs and objectives, and includes global macro, long/short, and precious metals funds.
Tim Marsh, Bell's president and CEO, and a qualified person as defined by National Instrument 43-101, said: "Bell's grassroots porphyry copper discovery at Big Sandy needs to be measured. Crescat's participation in this financing shows a continued, solid confidence in Bell and a clear commitment to our corporate strategy."
Qualified person
The technical content of this news release has been reviewed and approved by Timothy Marsh, PhD, PEng, the company's CEO and president. No mineral resource has yet been identified on the Big Sandy project. There is no certainty that the present exploration effort will result in the identification of a mineral resource or that any mineral resource that might be discovered will prove to be economically recoverable.
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.
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