The TSX Venture Exchange has accepted for filing an amalgamation agreement dated Nov. 13, 2025, pursuant to which Getty Copper Inc. acquired a 100-per-cent interest in 1390120 B.C. Ltd. (Numberco).
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.
Sixty-three million nine hundred fifty thousand 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 agents' 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.
The transaction is arm's length and there are no finders' fees on the transaction.
For more information, see news releases dated Aug. 6, 2025, Sept. 19, 2025, Nov. 17, 2025, and March 13, 2026.
Private placement -- brokered
Financing type: brokered private placement
Gross proceeds: $15-million
Offering: 125 million listed shares
Offering price: 12 cents per listed share
Commissions in securities: 7.5 million agents' warrants
Commission terms: Each non-transferable warrant is exercisable at 12 cents for a one-year period.
Disclosure: Refer to the company's news releases dated Nov. 17, 2025, and Dec. 5, 2025.
Effective at the opening on Tuesday, March 17, 2026, the company's shares will resume trading.
Capitalization: unlimited common shares with no par value, of which
360,689,205 shares are issued and outstanding
Escrow: 63.95 million shares
Transfer agent: Computershare Trust Company of Canada
Trading symbol: GTC (no change)
Cusip No.: 374271 10 4 (no change)
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