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Gotham Resource Corp
Symbol	GHM
Shares Issued	16,250,000
Close 2023-07-28	C$ 0.185
Market Cap	C$ 3,006,250
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Gotham signs term sheet to acquire CopperEx as QT

2023-08-16 12:34 ET - News Release

Subject: For Immediate Dissemination of Press Release for Gotham Resources Corp. / TSXV: GHM.P PDF Document File: Attachment 16Aug23 - Gotham - News Release announcing CopperEx.pdf GOTHAM RESOURCE CORP. 2500 700 West Georgia Street Vancouver, B.C. V7Y 1B3 Telephone: (604) 363-7742 NEWS RELEASE GOTHAM RESOURCE CORP. TO ACQUIRE COPPEREX RESOURCES CORPORATION August 16, 2023 Gotham Resource Corp. ("Gotham"), (TSXV: GHM.P) has entered into a binding term sheet (the "Term Sheet") dated August 9, 2023 with CopperEx Resources Corporation ("CopperEx") outlining the terms by which Gotham will acquire all of the issued and outstanding shares of CopperEx. Gotham is a TSXV 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 & CEO of CopperEx. The transaction ("Transaction") will constitute Gotham's Qualifying Transaction, as such term is defined in TSXV 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 "Closing"), the Resulting Issuer's name will be changed to CopperEx Resources Corporation, or a similar name. It is expected that the Resulting Issuer will be a Tier 2 Mining Issuer under the policies of the TSXV. Pursuant to the terms of the Transaction, each outstanding common share of CopperEx will be exchanged for 0.682 of a share of Gotham (the "Exchange Ratio"). Gotham currently has 16,250,000 shares issued and outstanding and an additional 1.945 million shares reserved for issuance at $0.10 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 $0.20 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 TSXV 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 TSXV 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 tradable pursuant to applicable securities laws in Canada. - 2 - 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 $0.15 per CopperEx share and is expected to close by August 31, 2023. Subscription Receipt Financing Prior to Closing, Gotham will complete a financing of subscription receipts ("Subscription Receipt Financing") for proceeds to be released at Closing of no less than $4,450,000, 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 David Prins as President & CEO. 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 & CEO of Explorator Resources, and Project Director to VP Operations for Pretium Resources at the Brucejack mine development in Northern British Columbia, Canada where, in 2017, he was corecipient of the EA Scholtz award for contribution to mining in BC. About CopperEx Resources Corporation 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 it 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. Following is information from the CopperEx audited balance sheet as at December 31, 2022 with comparative numbers to 2021. Assets 2022 2021 Current assets: $ $ Cash Taxes receivable 1,851,858 4,097,555 Prepaid expenses and deposits 21,554 11,223 38,731 11,535 Non-current assets: Mining interests 1,912,153 4,120,313 Equipment 7,113,860 2,670,225 Total assets 5,651 6,621 Liabilities 7,119,511 2,676,846 Current liabilities Accounts payable and accrued liabilities 9,031,664 6,797,159 140,615 490,109 - 3 - Equity 7,750,625 6,072,109 Share capital 2,200,887 1,364,942 Contributed surplus Subscriptions received 723,801 - Accumulated other comprehensive income (loss) ("AOCL") 462,082 (79,015) Deficit (2,246,346) (1,050,986) Total equity 8,891,049 6,307,050 Total liabilities and equity 9,031,664 6,797,159 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 Ha 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 some 170 km 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 20,650Ha and lies within the Chilean Pre-cordillera (also known as Cordillera de Domeyko, or Domeyko Range). The project is located at an average elevation of approximately 3,400 and ranging between 3,000 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 Corporation Chile SpA, ("CopperEx Chile") has an Option Agreement to earn a 65% ownership interest in the property by undertaking exploration expenditures of US$10M on or before May 31, 2026, of which CopperEx has spent US$4.9M as of July 31, 2023. Part of the overall expenditure commitment is to complete 6,000m of drilling, or spend US$5M 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 US$3.01M 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 post-hydrothermal 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 Resources Corporation Chile, a private entity registered in British Columbia. - 4 - 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 ("CopaNor"), owns 100% 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 (Cu), molybdenum (Mo) and gold (Au) 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 post mineral 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, datings, have defined a copper-molybdenum (gold) 3 km circular anomaly at the Kio target and elongated 6 x 4 km copper-gold (molybdenum) anomaly at Buggy target. Previous exploration reverse circulation drill holes by Minera Buggy Spa RC and Anglo American RC cut significant intervals of highly anomalous copper (Cu), molybdenum (Mo), and gold (Au) mineralization at the Kio and Buggy targets, including "B", "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% owned by CopaNor, for a combined total area of 5,325 hectares. The Nahuel concessions, located 3km 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 here. 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 Corporation Peru S.A.C., ("CopperEx Peru") fully owns 100% 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 SE of the capital Lima and 30 km SE 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 ha. - 5 - 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 TSXV. 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 P.GEO, who is full-time employee and sole Shareholder of Geoinvest SAC E.I.R.L., who is a registered member (Ndegree 004) of the Chilean Mining Commission (Recognized Foreign Professional Organization, a qualified person for purposes of NI 43-101. Trading in the shares of Gotham will remain halted on the TSXV pending receipt of acceptable documentation regarding the Qualifying Transaction pursuant to TSXV Policy 2.4. FOR FURTHER INFORMATION PLEASE CONTACT: Chase Taylor-Robins, CEO of Gotham Resource Corp. Email: chase@discoverygroup.ca Cautionary Note Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release." As noted above, completion of the Transaction is subject to a number of conditions, including but not limited to, completion of certain financings, receipt of all requisite regulatory, stock exchange, court or governmental approvals, authorizations and consents and approval of the shareholders of CopperEx and Gotham (as applicable). Investors are cautioned that, except as disclosed in the continuous disclosure document containing full, true and plain disclosure regarding the Transaction, required to be filed with the securities regulatory authorities having jurisdiction over the affairs of Gotham, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. The trading in the securities of Gotham on the TSXV should be considered highly speculative. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Information Although Gotham believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Gotham can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to: the business plans of Gotham and CopperEx, the completion of the Transaction (including TSXV approval of the Transaction), the name of the Resulting Issuer upon completion of the Transaction, the board of directors - 6 - and management of the Resulting Issuer upon completion of the Transaction, the completion and amount of the Liquidity Buffer Financing and Subscription Receipt Financing, and the listing of Resulting Issuer Shares on the TSXV. Such statements and information reflect the current view of Gotham and/or CopperEx, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. Forward-looking information in this news release are based on certain assumptions and expected future events, namely: the Gotham and CopperEx's ability to continue as a going concern, continued approval of Gotham and CopperEx's activities by the relevant governmental and/or regulatory authorities and the ability of Gotham and CopperEx to fulfil the listing requirements of the TSXV. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of Gotham and CopperEx to continue as a going concerns, risks associated with potential governmental and/or regulatory action with respect to Gotham and CopperEx's operations, respectively, the potential unviability of the business plans of Gotham and CopperEx, respectively, failure to complete the Transaction (including the inability of Gotham and CopperEx to obtain TSXV approval of the Transaction), the potential inability to complete the Liquidity Buffer Financing and Subscription Receipt Financing on the terms outlined herein, and the inability of the Resulting Issuer to list its shares on the TSXV. Such statements and information reflect the current view of Gotham and CopperEx, respectively. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information The forward- looking information contained in this press release represents the expectations of Gotham as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Gotham does not undertake to update this information at any particular time except as required in accordance with applicable laws. This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.