Mr. John Robins reports

GOTHAM RESOURCE CORP. AND COPPEREX RESOURCES CORPORATION ENTER INTO DEFINITIVE AGREEMENT FOR BUSINESS COMBINATION'

Gotham Resource Corp., further to its press release dated Aug. 16, 2023, has entered into a definitive amalgamation agreement dated Oct. 13, 2023, with CopperEx Resources Corp. and 1442695 B.C. Ltd. (Subco), a wholly owned subsidiary of Gotham, whereby Gotham will acquire all of the issued and outstanding common shares of CopperEx in exchange for common shares of Gotham, and Gotham and Subco will amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia). Gotham is a TSX Venture Exchange (TSX-V) 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 transaction will constitute Gotham's qualifying transaction, as such term is defined in TSX-V Policy 2.4 -- Capital Pool Companies.

John Robins, Gotham director and founder, and principal of Discovery Group, stated: "With challenging markets comes great opportunities. The acquisition of CopperEx, with its dynamic leadership and solid property portfolio in the heart of the Chilean copper belt is an exciting opportunity for us! It advances our strategy of creating value and diversification through the exploration and development of quality projects in Tier 1 jurisdictions. I look forward to working with Dave Prins and the entire CopperEx team, and welcome them to the Discovery Group."

"I am delighted to now have formalized the amalgamation agreement with Gotham. Since the Aug. 16, 2023, announcement, we have seen a significant up-kick in market reception, whereby the recent closure of our oversubscribed liquidity buffer financing, for which CopperEx raised $1.05-million, is testament to this. I sincerely look forward to continuing to work together with the Gotham and Discovery Group team in our efforts to add shareholder value," stated Dave Prins, president and chief executive officer of CopperEx.

The transaction

Pursuant to the terms of the amalgamation agreement, each outstanding CopperEx share will be exchanged for 0.682 of a Gotham share (the exchange ratio) on a Gotham preconsolidation (as defined below) basis. Gotham currently has 16,550,290 Gotham shares issued and outstanding, and an additional 1,625,000 Gotham shares reserved for issuance at 10 cents per Gotham share, pursuant to outstanding options, all of which will be exercised prior to closing of the transaction. CopperEx currently has 83,670,377 CopperEx shares issued and outstanding, and an additional 27,785,264 CopperEx shares reserved for issuance at prices between 15 cents and $1.20 per CopperEx share, pursuant to outstanding options and warrants of CopperEx. Outstanding options and warrants of CopperEx will be cancelled and replaced with options and warrants of Gotham in line with the exchange ratio and their existing terms, subsequently adjusted by the Gotham consolidation (as defined below).

The transaction is subject to a number of conditions, including, among other customary closing conditions, CopperEx shareholder approval of the transaction, receipt of TSX-V conditional approval, completion of the subscription receipt financing (as defined below), and holders of not more than 5 per cent of all the issued and outstanding CopperEx shares having exercised their dissent rights in respect of the transaction. The amalgamation agreement also contains customary representations and warranties of CopperEx, Gotham and Subco, which will expire on closing of the transaction, and customary interim operational covenants for CopperEx, Gotham and Subco for a transaction of this nature. The agreement also provides for, among other things, customary non-solicitation covenants by CopperEx and Gotham. The transaction will constitute an arm's-length transaction and, as such, the transaction will not require Gotham shareholder approval.

In connection with the transaction, Gotham will change its name to CopperEx Resources Corp. and will complete a consolidation of outstanding Gotham shares on the basis of three preconsolidation Gotham shares for one postconsolidation Gotham share, to take effect immediately after closing of the transaction. It is expected that postclosing of the transaction, Gotham will be a Tier 2 mining issuer under the policies of the TSX-V.

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

CopperEx shareholder approval

CopperEx anticipates holding a shareholder meeting in November, 2023, to seek shareholder approval for the transaction. A management information circular containing additional details about the transaction will be mailed to shareholders of CopperEx in advance of the meeting.

Subscription receipt financing

As a condition of closing of the transaction, CopperEx, with Gotham's assistance, will complete a non-brokered financing of a minimum of four million subscription receipts of CopperEx at a price of 75 cents per subscription receipt for gross proceeds of not less than $3-million, to be released at closing of the transaction. Prior to closing of the transaction and prior to the Gotham consolidation taking effect, the subscription receipts, provided that escrow release conditions in accordance with the terms thereof are satisfied or waived, will automatically convert into 4.4 CopperEx shares, which will result in holders of subscription receipts receiving one postconsolidation Gotham share for each subscription receipt.

CopperEx may pay finders fees to third parties in connection with the subscription receipt financing in accordance with the policies of the TSX-V.

Management and board of Gotham postclosing

Upon completion of the transaction, Gotham will have a board of directors consisting of the following four directors:

• Mr. Prins, currently the president, chief executive officer and a director of CopperEx, who will also serve as president and chief executive officer of Gotham postclosing of the transaction, is a mining executive with 30 years of 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.
• Cesar Lopez, currently a director of CopperEx, has extensive experience in corporate, business and international law, with a focus on the natural resources (including mining and mineral exploration) sector in Latin America, North America and Europe. His experience covers deal negotiations, joint ventures, initial public offerings, project finance, private equity investment, and mergers and acquisitions. He has worked with both major and junior mining companies, international and local banks and financial institutions, negotiated mining and water rights transactions, environmental permitting, and other project-related permitting. Mr. Lopez has served as the executive management of mineral exploration companies of which he has acted as legal representative and director.
• Joe Ovsenek, currently a director of CopperEx, has more than 25 years of experience in the mining industry, and is presently the president and CEO of P2 Gold Inc., and a director of Victoria Gold Corp. Previously, Mr. Ovsenek was president and CEO of Pretium Resources Inc., where he led the advance of the high-grade gold Brucejack mine which has been operating profitably since commercial start-up in 2017. Prior to Pretium, he served for 15 years in senior management roles for Silver Standard Resources Inc., lastly as senior vice-president, corporate development, responsible for the sale of the Brucejack and Snowfield assets to the newly created Pretium Resources Inc. He is a registered member of the Association of Professional Engineers and Geoscientists of British Columbia.
• Chase Taylor-Robins is currently the chief executive officer and a director of Gotham. He is currently a director of business development at Discovery Group, an alliance of public companies focused on the advancement of mineral exploration and mining projects. Mr. Taylor-Robins has capital market experience in junior exploration, mining royalties and investment banking. Previously, Mr. Taylor-Robins was head of business development and investor relations with Great Bear Royalties, and most recently as an intern with Canaccord Genuity where he was employed as an analyst with the investment banking team. Mr. Taylor-Robins holds an MSc in mineral and energy economics from Colorado School of Mines.

Insiders and non-arm's-length parties

No shareholder of CopperEx holds more than 10 per cent of the issued and outstanding CopperEx shares other than Mr. Prins, CopperEx's president and chief executive officer. Mr. Prins holds 18,525,322 CopperEx shares, or 22.14 per cent of the issued and outstanding CopperEx shares. After giving effect to the transaction and the Gotham consolidation (and assuming no participation by Mr. Prins in the subscription receipt financing), Mr. Prins will hold 4,211,423 Gotham shares, representing 14.48 per cent of the issued and outstanding Gotham shares.

The transaction is an arm's-length transaction. However, the following insiders of Gotham acquired CopperEx shares through participation in a CopperEx financing completed after the initial announcement of the transaction intended to finance CopperEx's operations through to the completion of the transaction:

• Mr. Taylor-Robins holds 166,667 CopperEx shares;
• Mr. Robins holds 333,333 CopperEx shares;
• James Paterson holds 200,000 CopperEx shares.

Collectively, insiders of Gotham hold less than 1 per cent of the issued and outstanding CopperEx shares.

Filing statement

In connection with the transaction and pursuant to TSX-V requirements, Gotham and CopperEx will file a filing statement on SEDAR+, which will contain details regarding the transaction, the subscription receipt financing, the assets of CopperEx and Gotham, and Gotham postclosing of the transaction, among others.

Trading halt

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

Sponsorship

No sponsor has been engaged in connection with the transaction. Gotham plans to seek an exemption from the sponsorship requirements of the TSX-V.

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.

The financial information in the associated tables is derived from CopperEx's audited balance sheet as at Dec. 31, 2022, with comparative numbers to 2021, and unaudited interim financial statements for the six months ended June 30, 2023.

Since its formation, CopperEx has incurred in excess of $8-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.

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 Gotham after completion of the transaction, 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 -- Standards of Disclosure for Mineral Projects (NI 43-101).

We seek Safe Harbor.