Mr. Michael Curtis reports
GENERAL COPPER GOLD CORP. ENTERS INTO OPTION AGREEMENT TO ACQUIRE INTEREST IN EXPLORATION LICENSE AND PROPERTY AND ANNOUNCES PROPOSED FINANCING
General Copper Gold Corp. has entered into an option agreement dated May 4, 2026, with Frantier Mining Namibia Pty. Ltd., a private arm's-length company organized under the laws of Namibia (the optionor), pursuant to which the company has been granted the sole, exclusive and irrevocable option to acquire an 80-per-cent undivided interest in an application for an exclusive prospecting licence covering approximately 48,500 hectares of land situated in Namibia.
The licence for the property is located in central-north Namibia's Otjozondjupa region in the eastern part of the northern zone of the Damara Mobile belt. This location is economically significant, as the Damara Mobile belt hosts current major economic deposits of tin, uranium (both primary and secondary), gold and base metals. The property is located within the Otjozondjupa region between the towns of Otjiwarongo to the south and Otavi to the north and is close to the two mining operations, Okoruso (fluorspar) and Otjikoto (gold). It has a very good infrastructure, being on the main highway into southern Africa, served by the national railway line running parallel to the highway, and adequate power supplies serving the local towns and established mining operations.
In order to maintain the agreement in good standing, the agreement provides that the company must, upon completion of normal and reasonable due diligence (and receipt of all necessary regulatory and third party approvals, including the Canadian Securities Exchange and any securities commission having jurisdiction over the company, as applicable): (i) on the closing date, the company shall make a cash payment to the optionor in the amount of $60,000 (U.S.); (ii) the company shall expend, during the first year from the closing date, a minimum of $150,000 (U.S.) in exploration expenditures on the property in order to earn an initial 40-per-cent interest in the licence and the property; and (iii) the company shall expend, during the second year from the closing date, a minimum of $300,000 (U.S.) in exploration expenditures on the property in order to earn an additional 40-per-cent interest in the licence and the property.
The obligation of the company to complete the transactions contemplated by the agreement is subject to: (i) the company and the optionor obtaining all requisite regulatory approvals, consents and acceptances (including by the CSE) relating to the execution and delivery and performance of the agreement; and (ii) the completion by the company of a private placement financing. In that regard, the company announces that it proposes to complete a private placement of units of the company at a price of five cents per unit for gross proceeds of not less than $1.5-million. Each unit shall comprise on common share in the capital of the company and one-half of one common share purchase warrant. Each whole common share purchase warrant shall entitle the holder thereof to acquire a common share in the capital of the company at a price of 10 cents per share for a period of 12 months. All of the securities to be issued under the private placement will be subject to a four-month-resale restriction.
The company may pay up to 6-per-cent cash finders' fees on a portion of the private placement to eligible persons seeking subscribers to the offering, all in accordance with applicable securities laws and the policies of the CSE. The net proceeds from the private placement will be used for the purposes of exercising the option under the agreement, to advance exploration on the Topley Richfield copper-gold property in British Columbia and for general corporate purposes. If the company is not able to complete the private placement and obtain all necessary approvals, then it will not be able to satisfy its obligations under the agreement and the company will not be able to exercise the option under the agreement.
The closing date for the exercise of the option is expected to occur within five business days after the later of: (i) receipt of all requisite regulatory approvals, consents and acceptances; and (ii) the date of completion of the private placement of units described above.
The company is also pleased to announce that, subject to the approval of the CSE, Percy Clark has been appointed to the board of directors of the company. Percy Clark is a professional geologist registered with the Association of Professional Geoscientists of Ontario. After university, he worked as a geologist with Iamgold Corp. at its Cote gold project in Gogama, Ont. At Iamgold, he was part of the exploration team and worked on the feasibility study conducted in 2017. At present, he is president and chief executive officer of Clark Exploration in Thunder Bay, Ont. The board of directors of the company now comprises Michael Curtis, Garry Clark, Percy Clark and James Newall.
About General Copper Gold Corp.
General Copper Gold is an independent mineral exploration company based in Vancouver, B.C., that is engaged in the business of exploring for and evaluating mineral properties.
General Copper Gold is currently exploring the 2,313-hectare Topley Richfield copper-gold property in British Columbia. Topley Richfield is a historic mining area with previous work carried out in 2008 and 2015 as well as geophysical surveys in 2021. There are significant historical drilling intercepts and the 2021 geophysics has highlighted further key highly prospective areas that have yet to be explored. Multiple drill targets have already been identified by the company.
Garry Clark, PGeo, a qualified person as defined in National Instrument 43-101, has reviewed and approved the technical content of this press release. Garry Clark is a director of the company.
Reader advisory
The company cannot exercise the option under the terms of the agreement and complete the private placement of units until the company has obtained the approval of the CSE to list its common shares on the CSE. If the company is not able to complete the private placement, obtain all the necessary approvals and satisfy the listing requirements of the CSE, then it will not be able to satisfy its obligations under the agreement and the company will not be able to exercise the option under the agreement. There can be no assurance that the terms of the agreement will be completed as proposed or at all.
This press release should not be considered a comprehensive summary of the terms of the agreement. Reference should be made to the full text of the agreement, which will be posted under the company's profile on SEDAR+.
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