Failure to Comply with This Restriction May Constitute a Violation of U.s. Securities Law. Gotham Resource Corp. and Copperex Resources Corporation Enter into Definitive Agreement FOR Business Combination
GOTHAM RESOURCE CORP.
2500 – 700 West Georgia Street
Vancouver, B.C. V7Y 1B3
Telephone: (604) 363-7742
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
GOTHAM RESOURCE CORP. AND COPPEREX RESOURCES CORPORATION
ENTER INTO DEFINITIVE AGREEMENT FOR BUSINESS COMBINATION
October 16, 2023 – Gotham Resource Corp. (“ Gotham”) (TSXV: GHM.P) is pleased to announce that,
further to its press release dated August 16, 2023, it has entered into a definitive amalgamation agreement
dated October 13, 2023 (the “ Amalgamation Agreement”) with CopperEx Resources Corporation
(“CopperEx”) and 1442695 B.C. Ltd. (“Subco”), a wholly-owned subsidiary of Gotham, whereby Gotham
will acquire all of the issued and outstanding common shares of CopperEx (each a “CopperEx Share”) in
exchange for common shares of Gotham (each, a “Gotham Share ”), and Gotham and Subco will
amalgamate pursuant to the provisions of the Business Corporations Act (British Columbia) (the
“Transaction”). Gotham is a TSX Venture Exchange (“TSXV”) capital pool company, and CopperEx is a
private British Columbia incorporated company with drill-ready copper-gold exploration projects in Chile
and an additional earlier -stage project in Peru. The Transaction will constitute Gotham's qualifying
transaction, as such term is defined in TSXV Policy 2.4 – Capital Pool Companies (“TSXV Policy 2.4”).
John Robins, Gotham Director and founder and principal of Discovery Group stated “ With challenging
markets comes great opportunities. The acquisition of CopperEx, with its dynamic leadership and solid
property portfolio in the heart of the Chilean Copper Belt is an exciting opportunity for us! It advances our
strategy of creating value and diversification through the exploration and development of quality projects
in tier 1 jurisdictions. I look forward to working with Dave Prins and the entire CopperEx team and welcome
them to the Discovery Group.”
“I am delighted to now have formalized the Amalgamation Agreement with Gotham. Since the August 16,
2023, announcement, we have seen a significant up kick in market reception whereby the recent closure of
our oversubscribed “Liquidity Buffer Financing”, for which CopperEx raised C$1.05M, is testament to
this. I sincerely look forward to continuing to work together with the Gotham and Discovery Group team
in our efforts to add shareholder value, ” stated Dave Prins, P resident and Chief Executive Officer of
CopperEx.
The Transaction
Pursuant to the terms of the Amalgamation Agreement, each outstanding CopperEx S hare will be
exchanged for 0.682 of a Gotham Share (the “ Exchange Ratio”) on a pre -Gotham Consolidation (as
defined below) basis . Gotham currently has 16,550,290 Gotham Shares issued and outstanding, and an
additional 1,625,000 Gotham S hares reserved for i ssuance at $0.10 per Gotham S hare, pursuant to
outstanding options, all of which will be exercised prior to closing of the Transaction. CopperEx currently
has 83,670,377 CopperEx Shares issued and outstanding, and an additional 27,785,264 CopperEx Shares
reserved for issuance at prices between $0.15 and $1.20 per CopperEx S hare, pursuant to outstanding
options and warrants of CopperEx. Outstanding options and warrants of CopperEx wi ll be cancelled and
replaced with options and warrants of Gotham in line with the Exchange Ratio and their existing terms ,
subsequently adjusted by the Gotham Consolidation (as defined below).
The Transaction is subject to a number of conditions, including, among other customary closing conditions,
CopperEx shareholder approval of the Transaction, receipt of TSXV conditional approval, completion of
the Subscription Receipt Financing (as defined below) and holders of not more than 5.0% of all the issued
and outstanding CopperEx Shares having exercised their dissent rights in respect of the Transaction. The
Amalgamation Agreement also contains customary representations and warranties of CopperEx, Gotham
and Subco, which will expire on closing of the Transaction, and customary interim operational covenants
for CopperEx, Gotham and Subco for a transaction of this nature. The Agreement also provides for, among
other things, customary non- solicitation covenants by CopperEx and Gotham. The Transaction will
constitute an arm’s-length transaction, and as such, the Transaction will not require Gotham shareholder
approval.
In connection with the Transaction , Gotham will change its name to “CopperEx Resources Corporation”
and will complete a consolidation of outstanding Gotham Shares on the basis of three (3) pre-consolidation
Gotham Shares for one (1) post-consolidation Gotham Share to take effect immediately after closing of the
Transaction (the “Gotham Consolidation ”). It is expected that post closing of the Transaction, Gotham
will be a Tier 2 mining issuer under the policies of the TSXV.
Subject to applicable laws and TSXV policies (including required escrow or seed share restrictions), it is
anticipated that all Gotham Shares issued in exchange for the CopperEx S hares on closing of the
Transaction will be freely tradeable pursuant to applicable securities laws in Canada.
CopperEx Shareholder Approval
CopperEx anticipates holding a shareholder meeting in November 2023 to seek shareholder approval for
the Transaction. A management information circular containing additional details about the Transaction
will be mailed to shareholders of CopperEx in advance of the meeting.
Subscription Receipt Financing
As a condition of closing of the Transaction, CopperEx, with Gotham’s assistance, will complete a non-
brokered financing of a minimum of 4,000,000 subscription receipts of CopperEx (each a “ Subscription
Receipt”) at a price of $0.75 per Subscription Receipt for gross proceeds of not less than $3,000,000 to be
released at closing of the Transaction (the “Subscription Receipt Financing ”). Prior to closing of the
Transaction and prior to the Gotham Consolidation taking effect, the Subscription Receipts, provided that
escrow release conditions in accordance with the terms thereof are satisfied or waived, will automatically
convert into 4.4 CopperEx Shares, which will result in holders of Subscription Receipts receiving one post-
Gotham Consolidation Gotham Share for each Subscription Receipt.
CopperEx may pay finders fees to third parties in connection with the Subscription Receipt Financing in
accordance with the policies of the TSXV.
Management and Board of Gotham Post Closing
Upon completion of the Transaction, Gotham will have a board of directors consisting of the following four
directors:
• Mr. Dave Prins, currently the President, Chief Executive Officer and a director of CopperEx who
will also serve as president and chief executive officer of Gotham post-closing of the Transaction,
is a mining executive with 30 years ’ experience, including 16 years with Placer Dome Mines,
including mining project valuations, development and operations, president and CEO of Explorator
Resources, and project director to vice- president of operations for Pretium Resources at the
Brucejack mine development in Northern British Columbia, Canada, where, in 2017, he was co-
recipient of the EA Scholtz award for contribution to mining in British Columbia.
• Mr. Cesar Lopez, currently a director of CopperEx, has extensive experience in corporate, business
and international law, with a focus on the natural resources (including min ing and mineral
exploration) sector in Latin America, North America and Europe. His experience covers deal
negotiations, joint ventures, initial public offerings, project finance, private equity investment and
mergers and acquisitions. He has worked with b oth major and junior mining companies,
international and local banks and financial institutions, negotiated mining and water rights
transactions, environmental permitting and other project related permitting. Mr. Lopez has served
as the executive managemen t of mineral exploration companies of which he has acted as legal
representative and director.
• Mr. Joe Ovsenek, currently a director of CopperEx, has more than 25 years of experience in the
mining industry, and is presently the President and CEO of P2 Gold Inc. and a director of Victoria
Gold Corp. Previously, Joe was President and CEO of Pretium Resources Inc. where he led the
advance of the high- grade gold Brucejack Mine which has been operating profitably since
commercial start-up in 2017. Prior to Pretium, he served for 15 years in senior management roles
for Silver Standard Resources Inc., lastly as Senior Vice President, Corporate Development
responsible for the sale of the Brucejack and Snowfield assets to the newly created Pretium
Resources Inc. He i s a registered member of the Association of Professional Engineers and
Geoscientists of British Columbia.
• Mr. Chase Taylor-Robins is currently the Chief Executive Officer and a Director of Gotham. He is
currently a Director of Business Development at Discovery Group, an alliance of public companies
focused on the advancement of mineral exploration and mining projects. Chase has capital market
experience in junior exploration, mining royalties, and investment banking. Previously, Chase was
head of business development and investor relations with Great Bear Royalties and most recently
as an intern with Canaccord Genuity where he was employed as an analyst with the investment
banking team. Chase holds a M.Sc. in Mineral and Energy Economics from Colorado
School of Mines.
Insiders and Non-Arm’s Length Parties
No shareholder of CopperEx holds more than 10% of the issued and outstanding CopperEx Shares other
than Dave Prins, CopperEx’s President and Chief Executive Officer. Mr. Prins holds 18,525,322 CopperEx
Shares, or 22.14% of the issued and outstanding CopperEx Shares. After giving effect to the Transaction
and the Gotham Consolidation (and assuming no participation by Mr. Prins in the Subscription Receipt
Financing), Mr. Prins will hold 4,211,423 Gotham Shares, representing 14.48% of the issued and
outstanding Gotham Shares.
The Transaction is an arm’s length transaction. However, the following insiders of Gotham acquired
CopperEx Shares through participation in a CopperEx financing completed after the initial announcement
of the Transaction intended to fund CopperEx’s operations through to the completion of the Transaction:
• Mr. Chase Taylor-Robins holds 166,667 CopperEx Shares;
• Mr. John Robins holds 333,333 CopperEx Shares; and
• Mr. James Paterson holds 200,000 CopperEx Shares
Collectively, insiders of Gotham hold less than 1% of the issued and outstanding CopperEx Shares.
Filing Statement
In connection with the Transaction and pursuant to TSXV requirements, Gotham and CopperEx will file a
filing statement on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Transaction, the
Subscription Receipt Financing, the assets of CopperEx and Gotham and Gotham post closing of the
Transaction, among others.
Trading Halt
Trading in the Gotham Shares will remain halted on the TSXV pending receipt of acceptable documentation
regarding the qualifying transaction, pursuant to TSXV Policy 2.4.
Sponsorship
No sponsor has been engaged in connection with the Transaction. Gotham plans to seek an exemption from
the sponsorship requirements of the TSXV.
About CopperEx Resources Corporation
CopperEx is a British Columbia private company formed in 2021 with the objective of engaging 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.
The following financial information of CopperEx is derived from its audited balance sheet as at December
31, 2022, with comparative numbers to 2021, and unaudited interim financial statements for the six months
ended June 30, 3022.
Annual Audited Financial Information
Interim Unaudited Financial Information
Since its formation, CopperEx has incurred in excess of $8 million in acquisition and exploration costs on
its properties.
In total, CopperEx owns or has option agreements in place for over 43,000 hectares of highly prospective
exploration territory, located in proven world-class mining belts and in close proximity to large operating
mines.
The Exploradora Norte Property
The company's flagship property, Exploradora Norte, is situated approximately 170 kilometres south of the
BHP Escondida mine, approximately 70 km north of the Codelco El Salvador mine and adjacent to the
Codelco Exploradora porphyry copper property. The concession area covers 20,650 hectares and lies within
the Chilean precordillera (also known as Cordillera de Domeyko, or Domeyko Range). The project is
located at an average elevation of approximately 3,400 metres above sea level (masl) and ranging between
3,000 masl and 3,900 masl, in the Antofagasta and Atacama regions of northern Chile, approximately 130
km east of the t own of Taltal and 110 km northeast of the town of Diego de Almagro, where the climate
permits year-round exploration work.
CopperEx, via its Chilean subsidiary, CopperEx Resources Corp. Chile SpA (CopperEx Chile), has an
option agreement to earn a 65- per-cent ownership interest in the property by undertaking exploration
expenditures of $10 million (U.S.) on or before May 31, 2026, of which CopperEx has spent $4.9 million
as of July 31, 2023. Part of the overall expenditure commitment is to complete 6,000 me tres of drilling or
spend $5 million prior to May 31, 2024. This milestone has almost been met as of the date of this release.
CopperEx Chile must also make scheduled cash payments for an aggregate amount of $3.01 million (U.S.)
to the vendor, which are back-end loaded. There are no royalties attached to the mineral concessions.
The Exploradora Norte property is an intermediate -stage prospect which includes at least six geological
target areas with different styles of mineralization, such as carbonate repla cement, skarn, epithermal,
breccia, porphyry copper-gold and polymetallic deposits.
The project area is characterized by a folded and thrusted belt of a deformed clastic and calcareous
sedimentary sequence of Jurassic age, which is intruded by monzodioriti c plutons, granodioritic stocks,
dacitic subvolcanics, and dioritic to andesitic stocks and dikes, as evidenced by local outcrops, exploration
trenches (and pits) and drill intersections, with indications of hydrothermal alteration and anomalous copper
(Cu), molybdenum (Mo) and gold (Au) geochemistry. The Jurassic sequence is unconformably overlain by
Miocene age ignimbrites and gravels. The gravels are not easily distinguished from modern colluvial
deposits that cover the slopes and morphological depression. These (Neogene to Quaternary) units
described above are considered as posthydrothermal cover units. Surface sampling by exploration
companies in the past, and recently by CopperEx, has defined a copper -lead-zinc anomaly on the central
part of Exploradora Norte and a gold-silver anomaly in the northern part.
There is currently no community present on the property, which is located in a mining area and, as such,
no access agreements are presently required.
The Kio Buggy Property
CopperEx, via its Chilean subsidiary, Minera CopaNor SpA, owns 100 per cent of the Kio-Buggy project,
an early-stage porphyry copper-molybdenum-(gold) prospect located at an average elevation of 1,800 masl,
in the Antofagasta region of northern Chile, 35 km due east of the town of Quillagua, which is 85 km
northwest of the city of Calama and 250 km northeast of the city of Antofagasta.
The project area is underlain by a sequence of folded, clastic and carbonate strata of Jurassic age, which is
intruded by granodioritic stocks and sills, as evidenced by local surface exposures and drill intersections of
intrusive phases associated with hydrothermal alteration, and anomalous copper, molybdenum and gold
geochemistry. The Jurassic sequence is unconformably overlain by Miocene age gravels and sandstone.
Exposure of the altered/mineralized rocks is generally poor due to moderately steep slopes with colluvial
and talus cover, a gypsum-rich weathering crust and postmineral cover of Miocene gravels.
Surface sampling results, geological mapping and petrographic studies by CopaNor, in combination with
historical geochemical data, previous multispectral processed high- resolution images, magnetometry and
datings, have defined a copper -molybdenum-(gold) three km circular anomaly at the Kio target, a nd
elongated six km by four km copper-gold-(molybdenum) anomaly at the Buggy target. Previous exploration
reverse circulation drill holes by Minera Buggy Spa RC and Anglo American RC cut significant intervals
of highly anomalous copper, molybdenum and gold mineralization at the Kio and Buggy targets, including
B and D veining, and incipient potassic alteration with chalcopyrite and molybdenite. Additionally,
carbonate replacement -type mineralization was defined as porphyry- related lateral -distal-type
mineralization, with Au-Ag (base metals) anomalies hosted by Jurassic-selective levels, between two main
porphyry targets (Kio- Buggy). These results all support the existence of at least two porphyry copper -
molybdenum-gold systems on the Kio- Buggy property, plus lateral-distal carbonate replacement -type
mineralization.
The Kio Buggy property comprises 18 fully constituted exploitation concessions covering 4,425 hectares.
The property also includes the Nahuel exploitation concessions comprising an additional five concessions
covering 900 hectares, also fully constituted and 100 per cent owned by CopaNor, for a combined total area
of 5,325 hectares. The Nahuel concessions, located three km to the south, are not contiguous with the Kio-
Buggy concessions and have seen no noteworthy prior exploration work either by the owners or by past
operators and, hence, are not discussed in detail herein.
There is currently no community present on the concession titles forming the Kio Buggy property, however
the local town of Quillagua is principally populated by the Aymara ethnic community. As such, and acting
as a good neighbour, CopaNor established an agreement with this community in December 2021, which
expired in June 2023. CopaNor is currently working on a proposal to extend the agreement. To date, a good
working relationship has been formed with the Aymara community.
The La Rica Property
CopperEx, via its Peruvian subsidiary, CopperEx Resources Corp. Peru SAC (CopperEx Peru), fully owns
100 per cent of the La Rica property. La Rica is located in the Andahuaylas-Yauri porphyry copper-skarn
belt in the Apurimac department, south-central Peru, at an average elevation of 4,200 masl, approximately
520 km southeast of the capital, Lima, and 30 km southeast of the provincial capital of Abancay.
La Rica is an early -stage project of merit, with potential for significant skarn - and porphyry-copper-style
mineralization, which justifies additional exploration investment to better define the limits of mineralization
and potential. The La Ric a property comprises 23 fully constituted mining concessions covering 17,700
hectares.
Having made initial contact with the communities on several occasions since acquiring the asset, CopperEx
will commence the process of working with them in an effort to formalize an access agreement.
Additional information
Further updates, including financial information and further particulars of Gotham post completion of the
Transaction, and the S ubscription Receipt Financing, will be provided as the T ransaction advances in
accordance with the policies of the TSXV.
All information contained in this press release with respect to Gotham and CopperEx was supplied for
inclusion herein by the respective parties, and each party, and its directors and officers, have relied on the
other party for any information concerning the other party.
The CopperEx technical information contained within this press release has been reviewed and approved
by Sergio Alvarado, PGeo, who is full-time employee and sole shareholder of Geoinvest SAC EIRL, who
is a registered member (No. 004) of the Chilean Mining Commission (recognized foreign professional
organization), a qualified person for the purposes of National Instrument 43-101 – Standards of Disclosure
for Mineral Projects (“NI 43-101”).
For further information, please contact:
Chase Taylor-Robins, CEO of Gotham Resource Corp.
Email: [email protected]