Interra Copper Corp. Closes Second Tranche Subscription Receipt Financing for Alto Verde Copper Acquisition
/NOT FOR DISTRIBUTION TO UNITED STATES NEWS SERVICES OR
DISSEMINATION IN THE UNITED STATES/
INTERRA COPPER CORP. CLOSES SECOND TRANCHE SUBSCRIPTION RECEIPT
FINANCING FOR ALTO VERDE COPPER ACQUISITION
February 10, 2023 , VANCOUVER, British Columbia – Interra Copper Corp. (CSE: IMCX,
OTCQB: IMIMF, FRA: 3MX) (“Interra” or the “Company”) is pleased to announce the closing of
additional funds from its previously announced non-brokered private placement (the “Financing”
or “Private Placement”) in conjunction with the Company’s announced acquisition of Alto Verde
Copper Inc. (the “Alto Verde Transaction”). Due to wire issues and delay in arrival of investor
funds, an additional 125,600 Subscription Receipts were sold for gross proceeds of $62,800 at a
price of $0.50 per Subscription Receipt. Previously, an aggregate 5,656,122 Subscription
Receipts were sold for gross proceeds of $2,828,061, bringing the total to 5,781,722 for gross
proceeds of $2,890,861 at a price of $0.50 per Subscription Receipt.
Odyssey Trust Company is subs cription receipt agent for the F inancing and will hold the gross
proceeds in trust pending the release conditions related to the Alto Verde Transaction being
satisfied, or return of the funds in accordance with a subscription receipt agreement between the
Company and Odyssey Trust Company dated February 2, 2023 , as supplemented by a
supplemental agreement dated February 9, 2023.
Each Subscription Receipt will automatically convert into units of the Company (“Units”) upon the
completion of the Alto Verde Transaction, in accordance with the terms and conditions of the
subscription receipt agreement. Each Unit will be comprised of one common share of Interra (an
“Interra Share”) and one -half Interra Sha re purchase warrant (each full warrant, an “Interra
Warrant”). Each Interra Warrant will entitle the holder to acquire one Interra Share (a “Warrant
Share”) at an exercise price of $0.75 per Warrant Share for a period of 36 months following the
closing of the Alto Verde Transaction. The Interra Warrants will be subject to an acceleration
provision allowing the Company to accelerate the expiration date of the Interra Warrants with a
30 days’ notice period to warrant-holders in the event the Interra Shares trade on the CSE for 10
consecutive days at $1.25 or greater. The financing is subject to the Company’s filing
requirements with the CSE.
Assuming the closing of the Alto Verde Transaction, the proceeds from the Financing will be used
to advance both the C hilean and Canadian projects of the combined entity and for general
corporate purposes.
All securities issued in connection with this second tranche Financing are subject to a hold period
expiring June 10, 2023, being the date that is four months and one day from the date of closing
of the Private Placement in accordance with applicable Canadian securities laws.
In connection with the Financing, the Company has agreed to pay certain finder’s fees, upon
release of the funds and completion of the Alto Verde Transaction, consisting of, in aggregate,
cash finder’s fees of $99,640 and the issuance of 57,520 finders shares and 256,800 finder’s
warrants entitling the holder thereof to purchase one Interra Share at an exercise price of $0.75
per Share for a period of 36 months from the date of issuance.
The securities offered have not been 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 absent registration or compliance with an applicable exemption from the registration
requirements of the U.S. Securities Act and applicable state securities laws. This news release
shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale
of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Alto Verde
Alto Verde Copper Inc. is a private mining company focused on its portfolio of prospective
exploration assets located in the Central Volcanic Zone, within the prolific Chilean Copper belt.
Alto Verde's portfolio includes three copper exploration projects: Pitbull in the Tarapaca Region
and Tres Marias and Zenaida in the Antofagasta Region. Alto Verde holds a significant land
package covering an area of 19,850 hectares with the projects situated proximal to several of the
world's largest mines.
Alto Verde's leadership team is comprised of senior mining industry executives who have a wealth
of technical and capital markets exp erience and a strong track record of discovering, financing,
developing, and operating mining projects on a global scale. Alto Verde is committed to
sustainable and responsible business activities in line with industry best practices, supportive of
all stakeholders, including the local communities in which it operates.
About Interra Copper Corp.
Interra is a junior exploration and development company focused on creating shareholder value
through the advancements of its current assets that include the Thane Property in north-central
British Columbia. Utilizing its heavily experienced management team, Interra continues to source
and evaluate assets to further generate shareholder value.
The Thane Property covers approximately 206 km2 (50,904 acres) and is located in the Quesnel
Terrane geological belt of north -central British Columbia, midway between the previously
operated open pit Kemess Mine and the current open pit Mount Milligan mine, both two copper -
gold porphyry deposits. The Thane Property includ es several highly prospective mineralized
areas identified to date, including the ‘Cathedral Area’ on which the Company’s exploration is
currently focused.
ON BEHALF OF INTERRA COPPER CORP.
Jason Nickel, P.Eng.
Chief Executive Officer and Director
Telephone: +1-604-754-7986
Email: [email protected]
INVESTOR RELATIONS:
Telephone: +1-604-245-0054
Website: https://interracopper.com
Alto Verde Copper Inc.
Chris Buncic
President, Chief Executive Officer and Director
Email: [email protected]
Cautionary Statement Regarding F orward-Looking Information: This news release contains certain
"forward-looking information" and "forward -looking statements" (collectively "forward -looking statements")
within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not
always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential",
"possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could",
or "should" occur or be achieved. All statements, other than statements of historical fact, included herein,
without limitation, statements relating to the Proposed Transaction and related financing are forward -
looking statements. 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. Forward-looking
statements reflect the beliefs, opinions and projections on the date the statements are made and are based
upon a number of assumptions and estimates that, while considered reasonable by the Company, are
inherently subject to significant business, economic, competitive, political and social uncertainties and
contingencies. M any factors, both known and unknown, could cause actual results, performance or
achievements to be materially different from the results, performance or achievements that are or may be
expressed or implied by such forward -looking statements and the parties have made assumptions and
estimates based on or related to many of these factors. Readers should not place undue reliance on the
forward-looking statements and information contained in this news release concerning these items. The
Company does not assume any obligation to update the forward -looking statements of beliefs, opinions,
projections, or other factors, should they change, except as required by applicable securities laws.