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Gotham Resource Corp
Symbol	GHM
Shares Issued	16,250,000
Recent Sedar Documents

Gotham receives conditional TSX-V OK for CopperEx QT

2024-02-02 20:23 ET - News Release

Subject: Immediate Dissemination of Press Release - February 2, 2024 - Gotham Resource Corp. (TSXV:GHM.P) PDF Document File: Attachment Gotham - News Release announcing filing of filing statement.pdf GOTHAM RESOURCE CORP. 2500 700 West Georgia Street Vancouver, B.C. V7Y 1B3 Telephone: (604) 684-9151 NEWS RELEASE GOTHAM RESOURCE CORP. OBTAINS CONDITIONAL APPROVAL FOR QUALIFYING TRANSACTION AND FILES FILING STATEMENT February 2, 2024 Gotham Resource Corp. ("Gotham" or the "Corporation"), (TSXV: GHM.P), a capital pool company listed on the TSX Venture Exchange (the "Exchange" or the "TSXV"), and CopperEx Resources Corporation ("CopperEx") are pleased to announce that the Exchange has conditionally approved the previously announced proposed transaction among Gotham, CopperEx and 1442695 B.C. Ltd. ("Newco"), 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 CopperEx and Newco will amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia) (the "Transaction"). In connection with the Transaction, the Corporation will change its name to "CopperEx Resources Corporation", or such other name as agreed to by the Corporation and CopperEx and acceptable to each government authority having jurisdiction (the "Resulting Issuer"). The Transaction remains subject to final approval of the Exchange. The Transaction will constitute the Corporation's Qualifying Transaction (as such term is defined in Policy 2.4 Capital Pool Companies). In connection with the Transaction, the Corporation has filed its filing statement dated January 31, 2024 (the "Filing Statement") on the Corporation's SEDAR+ profile. Investors are encouraged to review the Filing Statement on the Corporation's SEDAR+ profile at www.sedarplus.ca. The Filing Statement provides detailed information about, among other things, the Transaction, the Corporation, CopperEx, and the Resulting Issuer. Assuming all conditions are satisfied, the Corporation and CopperEx anticipate closing of the Transaction to occur on or around February 8, 2024, and that trading of the Resulting Issuer's common shares will commence shortly thereafter. The Corporation will issue a further press release once the Exchange issues its bulletin announcing its final approval of the Transaction and the date that trading of the common shares of the Resulting Issuer is expected to commence on the Exchange. The Resulting Issuer's trading symbol will be "CUEX". 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. About Gotham Resource Corp. Gotham Resource Corp. is a Capital Pool Company under TSXV Policy 2.4 Capital Pool Companies. Since its incorporation, the principal business of Gotham Resource Corp. has been to identify, evaluate and acquire assets, properties or business which could constitute a Qualifying Transaction. FOR FURTHER INFORMATION PLEASE CONTACT: Chase Taylor-Robins, CEO of Gotham Resource Corp. Email: chase@discoverygroup.ca Cautionary Note 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 Except for the statements of historical fact, this news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and projections as at the date of this news release. 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 information in this news release about the completion of the proposed transaction, and other forward-looking information includes but is not limited to information concerning the intentions, plans and future actions of the parties to the transactions described herein and the terms of such transaction. Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to, risks related to Gotham's inability to perform the proposed transactions, trading of the Resulting Issuer common shares on the Exchange and the receipt of final approval of the Exchange. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of Gotham based on information currently available to Gotham. In connection with the forward- looking information contained in this news release, Gotham has made assumptions about Gotham's ability to complete the planned transaction and activities. Gotham has also assumed that no significant events will occur outside of Gotham's normal course of business. Although Gotham believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Gotham disclaims any intent or obligation to update any forward- looking information, whether as a result of new information, future events or results or otherwise. 1385-2996-5321, v. 4