Mr. Charles Funk reports
GETTY COPPER ANNOUNCES COMPLETION OF AMALGAMATION AND SATISFIES ESCROW
RELEASE CONDITIONS
Getty Copper Inc. has completed its acquisition of 1390120 B.C. Ltd.
(Numberco) by way of an amalgamation of Numberco with Getty's wholly owned subsidiary,
1560326 B.C. Ltd., as announced in the company's news releases of
Aug. 6, 2025, Sept. 19, 2025, and Nov. 17, 2025. The amalgamated subsidiary
company resulting from the amalgamation is named Getty Copper Ltd.
Pursuant to the amalgamation: (1) holders of 65 million outstanding common shares of
Numberco received one common share of Getty for each Numberco common share held; (2)
holders of two million warrants of Numberco received equivalent warrants of Getty, exercisable at
7.5 cents until May 1, 2030; and (3) holders of 6.5 million options of Numberco received equivalent
options of Getty, exercisable at five cents until May 2, 2030; 63.95 million common shares issued to
Numberco shareholders are subject to the escrow requirements of the TSX Venture Exchange.
Concurrent with the amalgamation, 125 million subscription receipts issued under the private
placement described below were converted into common shares of Getty and 7.5 million agent
options were converted into equivalent options of Getty.
Following completion of the amalgamation, Getty's board of directors now consists of Charles
Funk, Mahesh Liyange, Thomas MacNeill, Brent Lepinski and Earl Hope. Getty's officers now
consist of Mr. MacNeill as chief executive officer, Mr. Funk as chairman, Jeremy Fong
as chief financial officer and Rosana Batista as corporate secretary.
Brokered private placement
On Dec. 4, 2025, Getty and Numberco completed a private placement offering through the
issuance of 125 million subscription receipts at a price of
12 cents per subscription receipt for aggregate proceeds of $15 million. The brokered private placement was completed pursuant to an agency agreement
dated Dec. 4, 2025, among Getty, Numberco, Clarus Securities
Inc., Velocity Capital Partners and Raymond James Ltd.
In connection with the closing of the brokered private placement, the agents received a cash
commission equal to 6.0 per cent of the gross proceeds of the offering for an aggregate amount of
$900,000. In addition, Numberco issued 7.5 million compensation options to the agents, with each
option entitling the holder to purchase one common share of Getty following completion of the
transaction at a price of 12 cents per common share for a period of 12 months following the issuance
of the release notice by the escrow agent.
The gross proceeds of the offering, less the cash portion of the agents' commissions and the
agents' expenses, were deposited with the Computershare Trust Company of Canada (the
escrow agent) and were released upon satisfaction of escrow release conditions set out in the
subscription receipt agreements, including the completion of
all conditions precedent to the amalgamation. As a result of the closing of the amalgamation,
each subscription receipt automatically converted into one common share of Getty.
The proceeds of the brokered private placement are being used to retire all of Getty's existing
indebtedness, to continue development on Getty's mineral properties and for general corporate
purposes.
We seek Safe Harbor.
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