Getty Copper Announces Closing of $15M Brokered Subscription Receipt Financing
Getty Copper Inc. (TSX-V: GTC) is pleased to announce that, further to its press release dated November 17, 2025, the Company and its proposed acquisition target, 1390120 B.C. Ltd., have closed a brokered private placement of 125,000,000 subscription receipts of Getty and Numberco at a price of $0.12 per Subscription Receipt, for gross proceeds of $15,000,000.
The Offering was completed pursuant to an agency agreement dated December 4, 2025 among Getty, Numberco, Clarus Securities Inc., Velocity Capital Partners and Raymond James Ltd. The Subscription Receipts are governed by the terms of a subscription receipt agreement in respect of the Subscription Receipts of Getty and a subscription receipt agreement in respect of the Subscription Receipts of Numberco, each dated December 4, 2025 and entered among Getty, Numberco, Clarus and Computershare Trust Company of Canada in the capacity as the subscription receipt agent. The gross proceeds of the Offering, less the cash portion of the Agents’ commission and the Agents’ expenses, have been deposited with the Escrow Agent and will remain in escrow pending satisfaction of the escrow release conditions set out in the Subscription Receipt Agreements, including the completion of all condition’s precedent to the proposed amalgamation between Numberco and Getty’s wholly owned subsidiary, 1560326 B.C. Ltd.. Please see Getty’s press release dated November 17, 2025 for further details regarding the Amalgamation.
The proceeds of the Offering will be used to retire all of Getty’s existing indebtedness (approximately $3.7 million), continue development on the Getty mineral properties, and for general corporate purposes.
Conversion of Subscription Receipts
Upon satisfaction of the Escrow Release Conditions, including the completion of all conditions precedent to the Amalgamation, each Subscription Receipt will automatically convert into one common share of Getty. Completion of the Amalgamation remains subject to receipt of the final approval of the TSX Venture Exchange. The Company continues to work collaboratively with the TSX.V to obtain all required regulatory approvals for the Amalgamation and closing of the Amalgamation is expected to occur in the near term and in any event no later than June 4, 2026. If the Amalgamation has not closed on or before the Escrow Release Deadline, the proceeds of the Offering, together with any accrued interest, will be returned to subscribers in accordance with the terms of the Subscription Receipt Agreements.
Agent Compensation
In connection with the Offering, the Issuers paid the Agents a cash commission equal to 6.0% of the gross proceeds of the Offering, for an aggregate amount of $900,000. As additional consideration, Numberco issued 7,500,000 compensation options to the Agents, with each option entitling the holder to purchase one common share of Numberco (and following completion of the Amalgamation, one Getty Share) at the Issue Price for a period of 12 months following the issuance of the release notice by the Escrow Agent.
Tom MacNeill, CEO of Getty stated: “Completion of this private placement represents the most important initial step in this Amalgamation process which will allow Getty to gain experienced mining management, retire its entire corporate indebtedness and most importantly, advance the development of its Highland Valley mineral properties. The Company thanks the Agents and all parties whose hard work has allowed it to complete this critical milestone”.
Getty Copper Inc.
“Tom MacNeill”
Tom MacNeill, CEO
Phone: 604-931-3231 Fax: 604-931-2814
On behalf of the Board of Directors,
Getty Copper Inc.
Website: www.gettycopper.com
