Getty Copper announces Completion of Amalgamation and Satisfies Escrow Release Conditions
Getty Copper Inc. (TSX-V: GTC) is pleased to announce that it has completed its acquisition of 1390120 B.C. Ltd. 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 August 6, 2025, September 19, 2025 and November 17, 2025. The amalgamated subsidiary company resulting from the Amalgamation is named “Getty Copper Ltd.”.
Pursuant to the Amalgamation: (1) holders of 65,000,000 outstanding common shares of Numberco received one common share of Getty for each Numberco common share held; (2) holders of 2,000,000 warrants of Numberco received equivalent warrants of Getty, exercisable at $0.075 until May 1, 2030; and (3) holders of 6,500,000 options of Numberco received equivalent options of Getty, exercisable at $0.05 until May 2, 2030. 63,950,000 common shares issued to Numberco shareholders are subject to the escrow requirements of the TSX Venture Exchange. Concurrent with the Amalgamation 125,000,000 subscription receipts issued under the private placement described below were converted into common shares of Getty and 7,500,000 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 Thomas MacNeill as Chief Executive Officer, Charles Funk as Chairman, Jeremy Fong as Chief Financial Officer and Rosana Batista as Corporate Secretary.
Brokered Private Placement
On December 4, 2025, Getty and Numberco completed its private placement offering through the issuance of 125,000,000 subscription receipts at a price of $0.12 per Subscription Receipt for aggregate proceeds of $15,000,000. The Brokered Private Placement was completed pursuant to an agency agreement dated December 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 Agent’s received a cash commission equal to 6.0% of the gross proceeds of the Offering, for an aggregate amount of $900,000. In addition, Numberco issued 7,500,000 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 $0.12 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’ commission and the Agents’ expenses, were deposited with the Computershare Trust Company of Canada and were released upon satisfaction of escrow release conditions set out in the Subscription Receipt Agreements (the “Escrow Release Conditions”), including the completion of all condition’s 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.
