Bell Copper Announces Update to 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 25, 2026
News Release
Bell Copper Corporation - TSX.V Symbol: BCU
Bell Copper Announces Update to Non-Brokered Convertible
Debenture Financing with Crescat Capital LLC
VANCOUVER, B.C. - Bell Copper Corporation (TSXV:BCU) (OTCQB:BCUFF) (“Bell Copper” or the
“Company”) announces, further to its news release of March 6, 2026 regarding a non-brokered financing
(“Financing”) of $2,05 2,000 secured 10% convertible debentures (the “ Debentures”) arranged through
Crescat Portfolio Management LLC and/or its nominees (“ Crescat”), that the c onversion price of the
Debentures into common share of the Company (“ Shares”) during the first year following their issuance
shall be amended to a price of C$0.08 per Share . The conversion price of the Debentures applicable
following the first year after their issuance shall remain at a price of $0.10 per Share , as originally
announced. The Debentures will be convertible in whole or in part and at the option of the holder for a
period of five years from the date of issuance of the Debenture.
In connection with the amended conversion price, the Debentures shall now be accompanied by 25,650,000
detachable common share purchase warrants (the “Warrants”) (reduced from 34,200,000 Warrants). Each
Warrant will entitle the holder to purchase, for a period of five years from the date of issuance, one Share
at an amended exercise price of C$0.13 per Share.
The Debentures will be secured by a security interest given by the Company to Crescat over all of the present
and after acquired assets of the Company and its subsidiaries, including the Company’s interests in its
mining projects, subject to the terms and conditions of a General Security Agreement and other security
agreements to be entered into on closing of the Financing.
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 gene ral working capital. Closing 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, in addition to any hold periods required pursuant to the securities laws of
the United States.
All other aspects with respect to the Debentures remains the same as previously disclosed.
The purchase of such Debentures by Cre scat shall be considered to be a related -party transaction under
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-
101”) as Crescat is an insider of the Company , but shall be exempted from the requirem ents 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
minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101. The
conversion of the Debentures and exercise of the Warrants may result in Crescat and its affiliates becoming
a control person of the Company. As such, the terms of the Debentures an d Warrants shall limit such
conversion and exercise until such time as the requisite approvals for Crescat and its affiliates becoming a
control person have been obtained from the shareholders of the Company and the TSX-V.
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 therefrom. 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 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", "target", "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 i n 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 new Control Person, the closing conditions and the expiry of hold periods for securities distributed pursuant to
the Financing, the use of proceeds of the Financing and the security interests to be granted on closing 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, including without limitation the assumption that the Financing will be completed
on the terms described herein. 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 complete the Financing on terms favourable
to the Company or at all; that the TSX-V may not approve the Financing; Crescat may require additional security; the Company may
default on the repayment terms of the Debentures and Crescat may exercise its security resulting in a loss of the Company’s assets;
that the proceeds of the Financing may not be used as stated in this news re lease; actual exploration results, interpretation of
metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future me tal
prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks,
regulatory changes, delays or 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]