02:41:42 EDT Thu 26 Mar 2026
Enter Symbol
or Name
USA
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Bell Copper Corp (2)
Symbol BCU
Shares Issued 144,760,364
Close 2026-03-25 C$ 0.08
Market Cap C$ 11,580,829
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Bell Copper amends debenture conversion price

2026-03-25 17:22 ET - News Release

Mr. Timothy Marsh reports

BELL COPPER ANNOUNCES UPDATE TO NON-BROKERED CONVERTIBLE DEBENTURE FINANCING WITH CRESCAT CAPITAL LLC

Further to Bell Copper Corp.'s news release of March 6, 2026, regarding a non-brokered financing of $2,052,000 in secured 10 per cent convertible debentures arranged through Crescat Portfolio Management LLC and/or its nominees, the conversion price of the debentures into common shares of the company during the first year following their issuance shall be amended to a price of eight cents per share. The conversion price of the debentures applicable following the first year after their issuance shall remain at a price of 10 cents per share, as originally announced. The debentures will be convertible in whole or in part and at the option of the holder for a period of five years from the date of issuance of the debenture.

In connection with the amended conversion price, the debentures shall be accompanied by 25.65 million detachable common share purchase warrants (reduced from 34.2 million warrants). Each warrant will entitle the holder to purchase, for a period of five years from the date of issuance, one share at an amended exercise price of 13 cents per share.

The debentures will be secured by a security interest given by the company to Crescat over all of the present and after acquired assets of the company and its subsidiaries, including the company's interests in its mining projects, subject to the terms and conditions of a general security agreement and other security agreements to be entered into on closing of the financing.

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 shall be subject to receipt of all necessary corporate and regulatory approvals, including approval of the TSX Venture Exchange. 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, in addition to any hold periods required pursuant to the securities laws of the United States.

All other aspects with respect to the debentures remain the same as previously disclosed.

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) as Crescat is an insider of the company, 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. The conversion of the debentures and exercise of the warrants may result in Crescat and its affiliates becoming a control person of the company. As such, the terms of the debentures and warrants shall limit such conversion and exercise until such time as the requisite approvals for Crescat and its affiliates becoming a control person have been obtained from the shareholders of the company and the TSX-V.

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 and earn-in.

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