Subject: Immediate Dissemination of Press Release - February 8, 2024 - CopperEx Resources Corporation (formerly Gotham Resource Corp.)
PDF Document
File: Attachment 175. CopperEx - Press Release announcing closing of Qualifying Transaction (Osler updates).pdf
COPPEREX RESOURCES CORPORATION ANNOUNCES COMPLETION OF
QUALIFYING TRANSACTION
Not for distribution to United States newswire services or for dissemination in the United
States.
VANCOUVER, BRITISH COLUMBIA February 8, 2024 CopperEx Resources
Corporation (the "Resulting Issuer") (formerly Gotham Resource Corp. ("Gotham")) is pleased
to announce the closing of its previously announced Qualifying Transaction (as such term is
defined in Policy 2.4 Capital Pool Companies) (the "Transaction"). Pursuant to the Transaction,
Gotham acquired all of the issued and outstanding common shares of CopperEx Resources
Corporation (which prior to the Transaction is referred to as "CopperEx") by way of a three-
cornered amalgamation under the Business Corporations Act (British Columbia).
Pursuant to the terms of an amalgamation agreement dated October 13, 2023 (the "Amalgamation
Agreement"), the Transaction was completed by way of a three-cornered amalgamation with
Gotham, CopperEx and 1442695 B.C. Ltd., a wholly-owned subsidiary of Gotham ("Subco").
Pursuant to the Amalgamation Agreement, CopperEx and Subco amalgamated and each common
share of CopperEx was exchanged for 0.682 shares of the Resulting Issuer on a pre-Consolidation
basis (defined below). In connection with the Transaction, Gotham changed its name to that of the
Resulting Issuer and the outstanding common shares in the capital of the Resulting Issuer were
consolidated on the basis of three pre-consolidation common shares of the Resulting Issuer for one
post-consolidation common shares of the Resulting Issuer (the "Consolidation").
Following the completion of the Transaction, the company formed by the amalgamation of
CopperEx and Subco ("Amalco") became a wholly-owned subsidiary of the Resulting Issuer. The
Resulting Issuer, following the completion of the Transaction, will carry on the business of
CopperEx through Amalco.
For more information on the Transaction, please refer to the Amalgamation Agreement and the
filing statement of Gotham dated January 31, 2024 available on the Resulting Issuer's SEDAR+
profile at www.sedarplus.ca/.
It is anticipated that the common shares of the Resulting Issuer will commence trading on the
Exchange under the ticker symbol "CUEX" on or about February 14, 2024, following the issuance
of the Exchange's final approval and listing bulletin (the "Exchange Bulletin").
Board of Directors and Management of the Resulting Issuer
The board of directors of the Resulting Issuer now consists of four directors: David Prins; Cesar
Lopez; Joseph Ovsenek; and John Chase Taylor-Robins. In addition, the management of the
Resulting Issuer now consists of David Prins as President and Chief Executive Officer, Matt
Anderson as Chief Financial Officer, and Alan Hutchison as Corporate Secretary.
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Subscription Receipt Financing
As previously announced on January 18, 2024, CopperEx and Gotham completed a subscription
receipt financing for aggregate gross proceeds of $3,021,428.25 (the "Financing"). Pursuant to
the terms of the Financing, the escrow release conditions for the Financing have been satisfied and
each subscription receipt converted into one (1) common share of the Resulting Issuer and one-
half of one Resulting Issuer warrant, and the proceeds from the Financing have been released from
escrow.
Escrow and Seed Shares
In connection with the Transaction, an aggregate of 5,951,572 common shares of the Resulting
Issuer were escrowed as value securities pursuant to the terms of Tier 2 Value Security Escrow
Agreements or are subject to resale restrictions equivalent to a Tier 2 Value Security Escrow
Agreement in accordance with the policies of the Exchange. Additionally, an aggregate of
3,474,496 common shares of the Resulting Issuer originally subject to contractual escrow
restrictions were escrowed in accordance with the terms of a Tier 2 Value Security Escrow
Agreement, an aggregate of 3,875,000 common shares of the Resulting Issuer were escrowed
pursuant to the Exchange Form 2F CPC Escrow Agreement dated March 13, 2021 among Gotham,
Odyssey Trust Company and certain shareholders of Gotham and an aggregate of 750,000
common shares of the Resulting Issuer originally subject to voluntary pooling restrictions were
escrowed.
Information for Shareholders
The transfer agent of the Resulting Issuer, Odyssey Trust Company, will be mailing Direct
Registration System confirmations ("DRS Advice") to all shareholders of the Resulting Issuer
(other than for those that are required to be in certificated form or that have settled through CDS
Clearing Depositary Services Inc.) setting out each holder's shareholdings. Shareholders of the
Resulting Issuer wishing to receive a physical share certificate in place of a DRS Advice should
contact Odyssey Trust Company. The ISIN number of common shares of the Resulting Issuer is
CA2176411098.
Early Warning Report Disclosure
David Prins, the President, Chief Executive Officer and a director of the Resulting Issuer has
acquired 4,344,757 shares of the Resulting Issuer, 875,233 options of the Resulting Issuer and
451,449 warrants of the Resulting Issuer pursuant to the Transaction. In the aggregate, Mr. Prins
directly or indirectly controls approximately 15.1% of the outstanding shares of the Resulting
Issuer on a fully diluted basis. Mr. Prins did not own any securities of the Resulting Issuer prior to
the Transaction.
The securities of the Resulting Issuer were acquired by Mr. Prins for investment purposes. Mr.
Prins will evaluate his investments in the Resulting Issuer from time to time and may, depending
on various factors including, without limitation, the Resulting Issuer's financial position, the price
levels of the shares of the Resulting Issuer, conditions in the securities markets and general
economic and industry conditions, the Resulting Issuer's business or financial condition, and other
factors and conditions deemed appropriate by Mr. Prins, increase, decrease or change their
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respective beneficial ownership over the shares of the Resulting Issuer or other securities of the
Resulting Issuer in the future, but have no current plans to do so.
Pursuant to the requirements of National Instrument 62-103 The Early Warning System and
Related Take-Over Bid and Insider Reporting Issues and applicable Canadian securities
legislation, early warning reports will be filed by Mr. Prins. Copies of the early warning reports
will be available under the Resulting Issuer's SEDAR+ profile at www.sedarplus.ca and available
on request from David Prins c/o CopperEx Resources Corporation, Suite 1020 800 West Pender
St., Vancouver, BC, V6C 2V6.
About the Resulting Issuer
The Resulting Issuer is engaged 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.
FOR FURTHER INFORMATION PLEASE CONTACT:
David Prins, Director, President and Chief Executive Officer of the Resulting Issuer
Email: info@copperexcorp.com
Phone Number : 778-785-3000
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 future plans of the
Resulting Issuer and the expected trading date, 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 the receipt of final approval of the Exchange and risk factors discussed in the filing statement
dated January 31, 2024 which is incorporated herein by reference and available under the Resulting
Issuer's SEDAR+ profile at www.sedarplus.ca.
The forward-looking information in this news release reflects the current expectations, assumptions and/or
beliefs of the Resulting Issuer based on information currently available to the Resulting Issuer. In
connection with the forward-looking information contained in this news release, The Resulting Issuer has
made assumptions about the Resulting Issuer's ability to complete the planned transaction and activities.
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The Resulting Issuer has also assumed that no significant events will occur outside of the Resulting Issuer's
normal course of business. Although the Resulting Issuer 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, the Resulting Issuer disclaims any intent or obligation to update
any forward-looking information, whether as a result of new information, future events or results or
otherwise.
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