Copperex Resources Corporation Announces Completion of Qualifying Transaction

COPPEREX RESOURCES CORPORATION ANNOUNCES COMPLETION OF

QUALIFYING TRANSACTION

Not for distribution to United States newswire services or for dissemination in the United

States.

VANCOUVER, BRITISH COLUMBIA – February 8, 2024 – CopperEx Resources

Corporation (the “Resulting Issuer”) (formerly Gotham Resource Corp. (“Gotham”)) is pleased

to announce the closing of its previously announced Qualifying Transaction (as such term is

defined in Policy 2.4 – Capital Pool Companies) (the “Transaction”). Pursuant to the Transaction,

Gotham acquired all of the issued and outstanding common shares of CopperEx Resources

Corporation (which prior to the Transaction is referred to as “ CopperEx”) by way of a three -

cornered amalgamation under the Business Corporations Act (British Columbia).

Pursuant to the terms of an amalgamation agreement dated October 13, 2023 (the “Amalgamation

Agreement”), the Transaction was completed by way of a three- cornered amalgamation with

Gotham, CopperEx and 1442695 B.C. Ltd., a wholly- owned subsidiary of Gotham (“Subco”).

Pursuant to the Amalgamation Agreement, CopperEx and Subco amalgamated and each common

share of CopperEx was exchanged for 0.682 shares of the Resulting Issuer on a pre-Consolidation

basis (defined below). In connection with the Transaction, Gotham changed its name to that of the

Resulting Issuer and the outstanding common shares in the capital of the Resulting Issuer were

consolidated on the basis of three pre-consolidation common shares of the Resulting Issuer for one

post-consolidation common shares of the Resulting Issuer (the “Consolidation”).

Following the completion of the Transaction, the company formed by the amalgamation of

CopperEx and Subco (“Amalco”) became a wholly-owned subsidiary of the Resulting Issuer. The

Resulting Issuer , following the completion of the Transaction , will carry on the business of

CopperEx through Amalco.

For more information on the Transaction, please refer to the Amalgamation Agreement and the

filing statement of Gotham dated January 31, 2024 available on the Resulting Issuer ’s SEDAR+

profile at www.sedarplus.ca/.

It is anticipated that the common shares of the Resulting Issuer will commence trading on the

Exchange under the ticker symbol “CUEX” on or about February 14, 2024, following the issuance

of the Exchange’s final approval and listing bulletin (the “Exchange Bulletin”).

Board of Directors and Management of the Resulting Issuer

The board of directors of the Resulting Issuer now consist s of four directors: David Prins; Cesar

Lopez; Joseph Ovsenek; and John Chase Taylor -Robins. In addition, the management of the

Resulting Issuer now consists of David Prins as President and Chief Executive Officer, Matt

Anderson as Chief Financial Officer, and Alan Hutchison as Corporate Secretary.

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Subscription Receipt Financing

As previously announced on January 18, 2024, CopperEx and Gotham completed a subscription

receipt financing for aggregate gross proceeds of $3,021,428.25 (the “Financing”). Pursuant to

the terms of the Financing, the escrow release conditions for the Financing have been satisfied and

each subscription receipt converted into one (1) common share of the Resulting Issuer and one -

half of one Resulting Issuer warrant, and the proceeds from the Financing have been released from

escrow.

Escrow and Seed Shares

In connection with the Transaction, an aggregate of 5,951,572 common shares of the Resulting

Issuer were escrowed as value securities pursuant to the terms of Tier 2 Value Security Escrow

Agreements or are subject to resale restrictions equivalent to a Tier 2 Value Security Escrow

Agreement in accordance with the policies of the Exchange. Additionally, an aggregate of

3,474,496 common shares of the Resulting Issuer originally subject to contractual escrow

restrictions were escrowed in accordance with the terms of a Tier 2 Value Security Escrow

Agreement, an aggregate of 3,875,000 common shares of the Resulting Issuer were escrowed

pursuant to the Exchange Form 2F CPC Escrow Agreement dated March 13, 2021 among Gotham,

Odyssey Trust Company and certain shareholders of Gotham and an aggregate of 750,000

common shares of the Resulting Issuer originally subject to voluntary pooling restrictions were

escrowed.

Information for Shareholders

The transfer agent of the Resulting Issuer, Odyssey Trust Company, will be mailing Direct

Registration System confirmations (“DRS Advice”) to all shareholders of the Resulting Issuer

(other than for those that are required to be in certificated form or that have settled through CDS

Clearing Depositary Services I nc.) setting out each holder’s shareholdings. Shareholders of the

Resulting Issuer wishing to receive a physical share certificate in place of a DRS Advice should

contact Odyssey Trust Company. The ISIN number of common shares of the Resulting Issuer is

CA2176411098.

Early Warning Report Disclosure

David Prins, the President, Chief Executive Officer and a director of the Resulting Issuer has

acquired 4,344,757 shares of the Resulting Issuer, 875,233 options of the Resulting Issuer and

451,449 warrants of the Resulting Issuer pursuant to the Transaction. In the aggregate, Mr. Prins

directly or indirectly controls approximately 15.1 % of the outstanding shares of the Resulting

Issuer on a fully diluted basis. Mr. Prins did not own any securities of the Resulting Issuer prior to

the Transaction.

The securities of the Resulting Issuer were acquired by Mr. Prins for investment purposes. Mr.

Prins will evaluate his investments in the Resulting Issuer from time to time and may, depending

on various factors including, without limitation, the Resulting Issuer’s financial position, the price

levels of the shares of the Resulting Issuer, conditions in the securities markets and general

economic and industry conditions, the Resulting Issuer’s business or financial condition, and other

factors and conditions deemed appropriate by Mr. Prins, increase, decrease or change their

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respective beneficial ownership over the shares of the Resulting Issuer or other securities of the

Resulting Issuer in the future, but have no current plans to do so.

Pursuant to the requirements of National Instrument 62- 103 – The Early Warning System and

Related Take- Over Bid and Insider Reporting Issues and applicable Canadian securities

legislation, early warning reports will be filed by Mr. Prins. Copies of the early warning reports

will be available under the Resulting Issuer’s SEDAR+ profile at www.sedarplus.ca and available

on request from David Prins c/o CopperEx Resources Corporation, Suite 1020 – 800 West Pender

St., Vancouver, BC, V6C 2V6.

About the Resulting Issuer

The Resulting Issuer is engaged in copper and gold exploration primarily in Chile and also in Peru.

Through its wholly owned Chilean and Peruvian subsidiaries, it controls three exploration assets,

the Exploradora Norte and Kio Buggy projects in Northern Chile, and the La Rica property located

in central–southern Peru. The Chilean projects are considered to be material. There are no

underlying royalties attached to the CopperEx property portfolio.

FOR FURTHER INFORMATION PLEASE CONTACT:

David Prins, Director, President and Chief Executive Officer of the Resulting Issuer

Email: [email protected]

Phone Number : 778-785-3000

Cautionary Note

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 Information

Except for the statements of historical fact, this news release contains "forward-looking information" within

the meaning of the applicable Canadian securities legislation that is based on expectations, estimates and

projections as at the date of this news release. When used in this press release, the words "estimate",

"project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative

of these words or such variations thereon or comparable terminology are intended t o identify forward-

looking statements and information. The information in this news release about the future plans of the

Resulting Issuer and the expected trading date , and other forward-looking information includes but is not

limited to information concerning the intentions, plans and future actions of the parties to the transactions

described herein and the terms of such transaction. Factors that could cause actual results to differ

materially from those described in such forward -looking information include, but are not limited to, risks

related to the receipt of final approval of the Exchange and risk factors discussed in the filing statement

dated January 31, 2024 which is incorporated herein by reference and available under the Resulting

Issuer’s SEDAR+ profile at www.sedarplus.ca.

The forward-looking information in this news release reflects the current expectations, assumptions and/or

beliefs of the Resulting Issuer based on information currently available to the Resulting Issuer. In

connection with the forward-looking information contained in this news release, The Resulting Issuer has

made assumptions about the Resulting Issuer’s ability to complete the planned transaction and activities.

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The Resulting Issuer has also assumed that no significant events will occur outside of the Resulting Issuer’s

normal course of business. Although the Resulting Issuer believes that the assumptions inherent in the

forward-looking information are reasonable, forward-looking information is not a guarantee of future

performance and accordingly undue r eliance should not be put on such information due to the inherent

uncertainty therein.

Any forward-looking information speaks only as of the date on which it is made and, except as may be

required by applicable securities laws, the Resulting Issuer disclaims any intent or obligation to update

any forward- looking information, whether as a result of new information, future events or results or

otherwise.