Bell Copper Announces Non-Brokered Convertible Debenture Financing with Crescat Capital LLC

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

March 6, 2026

News Release

Bell Copper Corporation - TSX.V Symbol: BCU

Bell Copper Announces Non-Brokered Convertible

Debenture Financing with Crescat Capital LLC

VANCOUVER, B.C. - Bell Copper Corporation (TSXV:BCU) (OTCQB:BCUFF) (“Bell Copper” or the

“Company”) is pleased to announce a non -brokered financing (“Financing”) of $2,05 2,000 secured

convertible debentures (the “Debentures”) arranged through Crescat Portfolio Management LLC and/or its

nominees (“Crescat”), one of Bell’s largest and longest tenured existing shareholders.

The principal sum of each Debenture will be convertible, in whole or in part and at the option of the holder,

into common share of the Company (“Shares”) for a period of five years from the date of issuance of the

Debenture, at a price of C$0.06 per Share until and including the first anniversary of the date of issuance of

the Debenture and thereafter at a price of $0.10 per Share.

The Debentures will bear interest at a rate of 10% per annum compounded and calculated annually and,

subject to conversion into Shares, payable on the earlier of the Maturity Date and the Put Date (as defined

below). There will be no prepayment privileges under the Debentures.

The Debentures shall be accompanied by 34,200,000 detachable common share purchase warrants (the

“Warrants”). Each Warrant will entitle the holder to purchase, for a period of five years from the date of

issuance, one Share at a price of C$0.15 per Share.

If all or some of the principal sum is converted into Shares, the holder of the Debenture shall also have the

right to convert into Shares the interest accrued on such principal sum, at a price per Share equal to the last

closing price of the Shares before the day on which the holder gives notice of such conversion to the

Company, subject to acceptance of the TSX Venture Exchange (“TSX-V”). Additionally, the Company shall

be required to call a meeting of its shareholders, to be held within 75 days of Crescat’s request, to seek

shareholder approval by ordinary resolution to the creation of a new Control Person (as defined in the

policies of the TSX -V) and to use commercially reasonable best efforts to obtain such approval (the

“Shareholder Approval”). The certificates representing the Debentures and the Warrants shall contain a

blocker provision acceptable to Crescat, prohibiting the conversion of the Debentures or the exercise of the

Warrants if such exercise would have the effect of creating a new Control Person unless Shareholder

Approval had been obtained.

The holder of a Debenture will have a put right allowing it, at its sole discretion exercisable on not less than

10 days’ notice on or after the second anniversary of the date of issuance of the Debenture, to require the

Company to repay all or part of the outstanding principal sum (the “Put Amount”) plus accrued interest on

a specified date (the “ Put Date”). The Put Date will be deemed the last day for conversion of the Put

Amount. If only part of the outstanding principal sum is put, the Company will issue a replacement

Debenture for the remaining Principal Sum.

Kevin Smith, CEO of Crescat Capital LLC, parent entity of Crescat Portfolio Management LLC commented:

“We believe that Bell is on the verge of making a significant copper discovery and we are eager to fully

support Bell in building out the deposit at Big Sandy.”

The Debentures will be secured by a general security agreement grant ed in favour of Crescat , providing

security over all of Bell’s present and after acquired personal property, an d such other instruments as

Crescat is advised should be delivered in order to give Crescat priority as against other creditors in the event

of a default by the Company. Without limiting the generality of the foregoing, the Company will pledge to

or as directed by Crescat all of the issued and outstanding shares in the capital of each of its subsidiaries.

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 Proj ect and for general working capital. Closing is

expected to occur in mid -March, 2026 and shall be subject to receipt of all necessary corporate and

regulatory approvals, including approval of the TSX-V. All securities issued in the Financing will be subject

to a hold period of four months plus one day from the date of closing of the Financing.

The purchase of such Debentures by Crescat shall be considered to be a related -party transaction under

Multilateral Instrument 61-101 – Protection of Minority Secu rity Holders in Special Transactions (“ MI 61-

101”), but shall be exempted from the requirements to obtain a formal valuation and to obtain minority

approval, as the purchase of securities shall not exceed 25% of the Company’s market capitalization. The

Company is relying on exemptions from the formal valuation and mino rity shareholder approval

requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101.

The securities described herein have not been, and will not be, registered under the United States Securities

Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or

sold within the United States except in compliance with the registration requirements of the U.S. Securities

Act and applicable state securities laws or pursuant to available exemptions therefro m. This release does

not constitute an offer to sell or a solicitation of an offer to buy of any securities in the United States.

About Crescat Portfolio Management LLC

Crescat is a value -driven asset management firm with a global macro thematic overlay . The goal of its

activist metals’ strategy is to help exploration -focused mining companies create new economic metal

deposits in viable mining jurisdictions around the world. The firm’s investment process involves a mix of

asset classes and strategies t o assist with each client’s unique needs and objectives and includes Global

Macro, Long/Short, and Precious Metals funds.

Tim Marsh, Bell’s President and CEO, and a Qualified Person as defined by NI43-101, said,

“Bell’s grassroots porphyry copper discovery at Big Sandy needs to be measured. Crescat’s participation in

this Financing shows a continued, solid confidence in Bell and a clear commitment to our corporate strategy.”

Qualified Person

The technical content of this release has been reviewed and approved by Timothy Marsh, PhD, PEng., the

Company’s CEO and President. No mineral resource has yet been identified on the Big Sandy Project. There

is no certainty that the present exploration effort will result in the identification of a mineral resource or

that any mineral resource that might be discovered will prove to be economically recoverable.

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

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", "targ et", "budget" and "intend" and

statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar express ions

and includes the negatives thereof.

Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of

management regarding the proposed Financing the total funds to be raised under the Financing, the terms of the Debentures, the

proposed closing date and the use of proposed proceeds therefrom, the receipt of regulatory approvals and shareholder approval

to the creation of a Control Position, the closing conditions and the expiry of hold periods for securities distributed pursuant to 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 operatio nal,

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 to differ materially from the Company's expectations include: that the Company may not comple te

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 charact eristics

of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and

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 filings 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.

For further information please contact the Company

Tel: 1 800 418 8250

Email: [email protected]