Mr. Chase Taylor-Robins reports

GOTHAM RESOURCE CORP. TO ACQUIRE COPPEREX RESOURCES CORPORATION

Gotham Resource Corp. has entered into a binding term sheet dated Aug. 9, 2023, with CopperEx Resources Corp., outlining the terms by which Gotham will acquire all of the issued and outstanding shares of CopperEx. Gotham is a TSX Venture Exchange capital pool company, and CopperEx is a private British Columbia incorporated company with drill-ready copper-gold exploration projects in Chile and an additional earlier-stage project in Peru.

"The acquisition of CopperEx represents an exciting opportunity for Gotham. Located in the heart of the Chilean copper belt, the CopperEx property portfolio gives our shareholders exposure to some of the best copper-gold exploration plays I have seen in many years," stated John Robins, founder of Discovery Group and director of Gotham.

"This transaction provides CopperEx funding and capital markets support needed to advance our compelling property package. I sincerely look forward to working together with the teams from Gotham and Discovery Group to add shareholder value," stated Dave Prins, president and chief executive officer of CopperEx.

The transaction will constitute Gotham's qualifying transaction, as such term is defined in TSX-V Policy 2.4 -- Capital Pool Companies, and is expected to be effected by way of a three-cornered amalgamation, pursuant to which CopperEx will amalgamate with a wholly owned subsidiary of Gotham and CopperEx shareholders will hold a majority of the shares of Gotham (which, following the transaction, is referred to as the resulting issuer). Upon closing of the transaction, the resulting issuer's name will be changed to CopperEx Resources Corp., or a similar name. It is expected that the resulting issuer will be a Tier 2 mining issuer under the policies of the TSX-V.

Pursuant to the terms of the transaction, each outstanding common share of CopperEx will be exchanged for 0.682 of a share of Gotham. Gotham currently has 16.25 million shares issued and outstanding, and an additional 1.945 million shares reserved for issuance at 10 cents per Gotham share, pursuant to outstanding options and warrants, all of which will be exercised prior to closing. CopperEx currently has 76,703,874 shares issued and outstanding, and an additional 27.61 million shares reserved for issuance at prices between 20 cents and $1.20 per CopperEx share, pursuant to outstanding options and warrants. Outstanding CopperEx options and warrants will be converted to options and warrants of the resulting issuer in line with the exchange ratio and their existing terms.

The transaction is subject to a number of conditions, including completion of a definitive agreement, CopperEx shareholder approval, receipt of TSX-V approval, completion of a bridge financing for CopperEx and completion of a subscription receipt financing with funds released to the resulting issuer upon closing. The parties to the transaction are at arm's-length.

Subject to applicable laws and TSX-V policies (including required escrow), it is anticipated that all resulting issuer shares issued in exchange for the CopperEx shares on closing of the transaction will be freely tradeable pursuant to applicable securities laws in Canada.

Liquidity buffer financing

Prior to the parties entering into a definitive agreement, CopperEx, with Gotham's assistance, will complete a non-brokered financing (liquidity buffer financing) of CopperEx shares of between $750,000 and $1-million, to ensure that CopperEx can continue normal operations until closing. The liquidity buffer financing will be priced at 15 cents per CopperEx share and is expected to close by Aug. 31, 2023.

Subscription receipt financing

Prior to closing, Gotham will complete a financing of subscription receipts for proceeds to be released at closing of no less than $4.45-million, subject to certain adjustments related to amounts raised as part of the liquidity buffer financing and net cash held by Gotham at closing. Details of the subscription receipt financing, including pricing, will be released in due course.

Management of resulting issuer

The resulting issuer will have a board consisting of five persons to be determined by CopperEx and Gotham, and will be led by Mr. Prins as president and chief executive officer. Mr. Prins is a mining executive with 30 years experience, including 16 years with Placer Dome Mines, including mining project valuations, development and operations, president and CEO of Explorator Resources, and project director to vice-president of operations for Pretium Resources at the Brucejack mine development in Northern British Columbia, Canada, where, in 2017, he was co-recipient of the EA Scholtz award for contribution to mining in British Columbia.

About CopperEx Resources Corp.

CopperEx is a British Columbia private company formed in 2021 with the objective of engaging in copper and gold exploration, primarily in Chile and also in Peru. Through its wholly owned Chilean and Peruvian subsidiaries, it controls three exploration assets, the Exploradora Norte and Kio Buggy projects in northern Chile, and the La Rica property located in central-southern Peru. The Chilean projects are considered to be material. There are no underlying royalties attached to the CopperEx property portfolio.

Information from the CopperEx audited balance sheet as at Dec. 31, 2022, with comparative numbers to 2021, is presented in the associated table.

Since its formation, CopperEx has incurred in excess of $7-million in acquisition and exploration costs on its properties.

In total, CopperEx owns or has option agreements in place for over 43,000 hectares of highly prospective exploration territory, located in proven world-class mining belts and in close proximity to large operating mines.

The Exploradora Norte property

The company's flagship property, Exploradora Norte, is situated approximately 170 kilometres south of the BHP Escondida mine, approximately 70 km north of the Codelco El Salvador mine and adjacent to the Codelco Exploradora porphyry copper property. The concession area covers 20,650 hectares and lies within the Chilean precordillera (also known as Cordillera de Domeyko, or Domeyko Range). The project is located at an average elevation of approximately 3,400 metres above sea level (masl) and ranging between 3,000 masl and 3,900 masl, in the Antofagasta and Atacama regions of northern Chile, approximately 130 km east of the town of Taltal and 110 km northeast of the town of Diego de Almagro, where the climate permits year-round exploration work.

CopperEx, via its Chilean subsidiary, CopperEx Resources Corp. Chile SpA (CopperEx Chile), has an option agreement to earn a 65-per-cent ownership interest in the property by undertaking exploration expenditures of $10-million (U.S.) on or before May 31, 2026, of which CopperEx has spent $4.9-million (U.S.) as of July 31, 2023. Part of the overall expenditure commitment is to complete 6,000 metres of drilling, or spend $5-million prior to May 31, 2024. This milestone has almost been met as of the date of this release. CopperEx Chile must also make scheduled cash payments for an aggregate amount of $3.01-million (U.S.) to the vendor, which are back-end loaded. There are no royalties attached to the mineral concessions.

The Exploradora Norte property is an intermediate-stage prospect which includes at least six geological target areas with different styles of mineralization, such as carbonate replacement, skarn, epithermal, breccia, porphyry copper-gold and polymetallic deposits.

The project area is characterized by a folded and thrusted belt of a deformed clastic and calcareous sedimentary sequence of Jurassic age, which is intruded by monzodioritic plutons, granodioritic stocks, dacitic subvolcanics, and dioritic to andesitic stocks and dikes, as evidenced by local outcrops, exploration trenches (and pits) and drill intersections, with indications of hydrothermal alteration and anomalous copper (Cu), molybdenum (Mo) and gold (Au) geochemistry. The Jurassic sequence is unconformably overlain by Miocene age ignimbrites and gravels. The gravels are not easily distinguished from modern colluvial deposits that cover the slopes and morphological depression. These (Neogene to Quaternary) units described above are considered as posthydrothermal cover units. Surface sampling by exploration companies in the past, and recently by CopperEx, has defined a copper-lead-zinc anomaly on the central part of Exploradora Norte and a gold-silver anomaly in the northern part. The following report was prepared by Sergio Alvarado Casas, a qualified person under Canadian National Instrument 43-101 for CopperEx Chile, a private entity registered in British Columbia.

There is currently no community present on the property, which is located in a mining area and, as such, no access agreements are presently required.

The Kio Buggy property

CopperEx, via its Chilean subsidiary, Minera CopaNor SpA, owns 100 per cent of the Kio-Buggy project, an early-stage porphyry copper-molybdenum-(gold) prospect located at an average elevation of 1,800 masl, in the Antofagasta region of northern Chile, 35 km due east of the town of Quillagua, which is 85 km northwest of the city of Calama and 250 km northeast of the city of Antofagasta.

The project area is underlain by a sequence of folded, clastic and carbonate strata of Jurassic age, which is intruded by granodioritic stocks and sills, as evidenced by local surface exposures and drill intersections of intrusive phases associated with hydrothermal alteration, and anomalous copper, molybdenum and gold geochemistry. The Jurassic sequence is unconformably overlain by Miocene age gravels and sandstone. Exposure of the altered/mineralized rocks is generally poor due to moderately steep slopes with colluvial and talus cover, a gypsum-rich weathering crust and postmineral cover of Miocene gravels.

Surface sampling results, geological mapping and petrographic studies by CopaNor, in combination with historical geochemical data, previous multispectral processed high-resolution images, magnetometry and datings, have defined a copper-molybdenum-(gold) three km circular anomaly at the Kio target, and elongated six km by four km copper-gold-(molybdenum) anomaly at the Buggy target. Previous exploration reverse circulation drill holes by Minera Buggy Spa RC and Anglo American RC cut significant intervals of highly anomalous copper, molybdenum and gold mineralization at the Kio and Buggy targets, including B and D veining, and incipient potassic alteration with chalcopyrite and molybdenite. Additionally, carbonate replacement-type mineralization was defined as porphyry-related lateral-distal-type mineralization, with Au-Ag (base metals) anomalies hosted by Jurassic-selective levels, between two main porphyry targets (Kio-Buggy). These results all support the existence of at least two porphyry copper-molybdenum-gold systems on the Kio-Buggy property, plus lateral-distal carbonate replacement-type mineralization.

The Kio Buggy property comprises 18 fully constituted exploitation concessions covering 4,425 hectares. The property also includes the Nahuel exploitation concessions comprising an additional five concessions covering 900 hectares, also fully constituted and 100 per cent owned by CopaNor, for a combined total area of 5,325 hectares. The Nahuel concessions, located three km to the south, are not contiguous with the Kio-Buggy concessions and have seen no noteworthy prior exploration work either by the owners or by past operators and, hence, are not discussed in detail herein.

There is currently no community present on the concession titles forming the Kio Buggy property, however the local town of Quillagua is principally populated by the Aymara ethnic community. As such, and acting as a good neighbour, CopaNor established an agreement with this community in December, 2021, which expired in June, 2023. CopaNor is currently working on a proposal to extend the agreement. To date, a good working relationship has been formed with the Aymara community.

The La Rica property

CopperEx, via its Peruvian subsidiary, CopperEx Resources Corp. Peru SAC (CopperEx Peru), fully owns 100 per cent of the La Rica property. La Rica is located in the Andahuaylas-Yauri porphyry copper-skarn belt in the Apurimac department, south-central Peru, at an average elevation of 4,200 masl, approximately 520 km southeast of the capital, Lima, and 30 km southeast of the provincial capital of Abancay.

La Rica is an early-stage project of merit, with potential for significant skarn- and porphyry-copper-style mineralization, which justifies additional exploration investment to better define the limits of mineralization and potential. The La Rica property comprises 23 fully constituted mining concessions covering 17,700 hectares.

Having made initial contact with the communities on several occasions since acquiring the asset, CopperEx will commence the process of working with them in an effort to formalize an access agreement.

Additional information

Further updates, including financial information and further particulars of the resulting issuer, and the subscription receipt financing, will be provided as the transaction advances in accordance with the policies of the TSX-V.

All information contained in this press release with respect to Gotham and CopperEx was supplied for inclusion herein by the respective parties, and each party, and its directors and officers, have relied on the other party for any information concerning the other party.

The CopperEx technical information contained within this press release has been reviewed and approved by Sergio Alvarado, PGeo, who is full-time employee and sole shareholder of Geoinvest SAC EIRL, who is a registered member (No. 004) of the Chilean Mining Commission (recognized foreign professional organization), a qualified person for the purposes of National Instrument 43-101.

Trading in the shares of Gotham will remain halted on the TSX-V pending receipt of acceptable documentation regarding the qualifying transaction, pursuant to TSX-V Policy 2.4.

We seek Safe Harbor.