Bell Copper Announces First Tranche Closing of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
June 3, 2024
News Release
Bell Copper Corporation - TSX.V Symbol: BCU
Bell Copper Announces First Tranche Closing of Non-Brokered Private Placement
VANCOUVER, B.C. - Bell Copper Corporation (TSX-V: BCU) (“Bell Copper” or the “Company”) is pleased
to announce that further to its news release of April 30 , 2024, the Company has now closed a first
tranche of its non-brokered private placement (the “Financing”).
In the first tranche , a total of 2,006,530 units (“Units”) were issued in the Financing at a price of $0. 08
per Unit, raising total gross proceeds of $160,522.50. Each Unit consists of one common share and one
common share purchase warrant (a “ Warrant”). Each Warrant will be exercisable into one additional
common share at a price of $0. 12 per share for a period of twelve months from the date of closing of
the Financing (“Closing”).
The securities issued by the Company in the first tranche are subject to a statutory hold period which
expires on October 1, 2024. Funds raised from the Financing will be used for the ongoing drilling and
exploration program at the Company’s 100% owned Big Sandy Porphyry Copper Project and for general
working capital.
A director of the Company participated in the Offering for a total of 50,000 Units, which participation
constituted a “related party transaction” for the purposes of Multilateral Instrument 61 -101, Protection
of Minority Security Holders in Special Transactions (“MI 61 -101”). The Company relied upon
exemptions from the formal valuation and minority shareholder approval requirements of MI 61 -101 in
completing the Financing with the director, on the basis that the fair market value of such participation
was less than 25% of Bell’s current market capitalization.
The Company is also pleased to announce that a second tranche of the Financing is in process, which will
include participation by Crescat Capital LLC (“Crescat”), a >10% insider and significant shareholder of the
Company, in accordance with their participation agreement with Bell Copper . Crescat’s participation
will also constitute a “related party transaction ” for the purposes of MI 61 -101 and the Company will
rely upon exemptions from the formal valuation and minority shareholder approval requirements of MI
61-101 in completing the second tranche of the Financing with Crescat, on the basis that the fair market
value of Crescat’s participation will also be less than 25% of Bell’s current market capitalization
About Bell Copper
Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of
large copper deposits located in Arizona. Bell Copper is exploring its 100% owned Big Sandy Porphyry
Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.
On behalf of the Board of Directors of
Bell Copper Corporation
"Timothy Marsh"
Timothy Marsh, President, CEO & Director
For further information please contact the Company
Tel: 1 800 418 8250
Email: [email protected]
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 Statements
This news release includes “forward -looking statements” and “forward -looking information” within the meaning of Canadian
securities legislation. All statements included in this news release, other than statements of historical fact, are forward -looking
statements. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified
by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "inten d"
and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar
expressions and includes the negatives thereof.
Forward-looking statements in this news release include, but are not limited to, statements with respect to but not limited to ,
the expectations of management regarding the use of proceeds of the Financing. Forward-looking statements are based on a
number of assumptions and estimates that, while considered reasonable by management based on the business and markets in
which Bell Copper operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks
and contingencies. There can be no assurance that such statements will prove to be accurate and actual results, and future
events could differ materially from those anticipated in such statements. Important factors that could cause actual results t o
differ materially from the Company's expectations include: that the Company may not complete the Financing on terms
favourable to the Company or at all; that the TSX -V may not approve the Financing; that the proceeds of the Financing may not
be used as stated in this news release; actual exploration results, interpretation of metallurgical characteristics of the
mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital a nd
financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays o r
inability to receive required approvals, and other exploration or other risks detailed herein and from time to time in the fi lings
made by the Company with securities regulators, including those described in the Company’s most recently filed MD&A. The
Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.