Faraday Copper Files Management Information Circular for Special Meeting of Shareholders in Connection with its Acquisition of BHP’s San Manuel Property July 31, 202 6 – Vancouver, British Columbia – Faraday Copper C orp. (“ Faraday”) ( TSX:FDY)
NEWS RELEASE July 31, 2026
Faraday Copper Files Management Information Circular for Special
Meeting of Shareholders in Connection with its Acquisition of
BHP’s San Manuel Property
July 31, 202 6 – Vancouver, British Columbia – Faraday Copper C orp. (“ Faraday”) ( TSX:FDY)
(OTCQX:CPPKF) is pleased to announce it has filed its management information circular (the “Circular”)
and related proxy materials (the “ Meeting Materials”) to Faraday shareholders (the “Shareholders”) in
connection with the special meeting of Shareholders to be held virtually at 9:00am Pacific Time on August
25, 2026 (the “Meeting”). The Meeting is intended to approve an ordinary resolution (the “Share Issuance
Resolution”) approving the issuance of Faraday common shares to a wholly owned subsidiary of BHP
Group Limited (“ BHP”) as consideration for the previously announced transaction (the “ Transaction”)
whereby Faraday will acquire from BHP the San Manuel property (“ San Manuel”), adjacent to Faraday’s
Copper Creek project (“Copper Creek”), in Arizona, USA. The Meeting Materials are mailed to Shareholders
of record as of July 20, 2026, and can also be accessed on Faraday’s website at www.faradaycopper.com
and its SEDAR+ profile at www.sedarplus.ca.
Faraday's Board of Directors unanimously recommends that Faraday S hareholders vote their
common shares "FOR" the Share Issuance Resolution.
Strategic Rationale1
▪ Significant resource potential: The combined project s are expected to become a multi -
generational copper district delivering made-in-America copper.
▪ Accelerates pathway to production : Leveraging the private land position of San Manuel to
facilitate the potential for expedited copper cathode production from the combined projects.
▪ Flexibility through private land and infrastructure: Additional ~27,000 acres of private land for
site facilities and access to existing regional infrastructure, including road, rail, gas and power.
▪ Centralizes infrastructure and reduce s environmental footprint: Shared future facilities,
utilizing existing infrastructure and prioritizing use of brownfield sites, reduce the overall
environmental footprint while enhancing capital efficiency.
▪ The combined assets offer potential for project staging: Prioritization of copper cathode
production, followed by open pit sulphides before development of underground operations.
▪ BHP to become a strategic investor: BHP to join the Lundin Group as a strategic investor in
Faraday.
Board of Directors’ Recommendation
The Board of Directors of Faraday unanimously recommends that Faraday shareholders vote in favour of
the Share Issuance Resolution.
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TD Securities Inc. has provided a fairness opinion to the Faraday Board of Directors to the effect that, as
of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications
stated in such opinion, the consideration to be paid by Faraday pursuant to the Transaction is fair, from a
financial point of view, to Faraday.
Shareholder Meeting
Faraday will hold the Meeting on August 25, 2026 at 9:00 am Pa cific Time to seek approval of the
Transaction, the details of which are set forth in the Circular. The Meeting will be held virtually via live
webcast at www.meetnow.global/M94U2VZ.
Record Date and Proxy Voting Deadline
If you were a shareholder of record on July 20, 2026, you are eligible to vote at the Meeting. The deadline
for shareholders to vote in advance of the Meetin g is 9:00 am Pacific Time on Friday, August 21, 2026.
Shareholders holding Faraday common shares through an intermediary may ha ve an earlier deadline by
which the intermediary must receive voting instructions. Shareholders that hold Faraday common shares
through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should
follow the instructions provided by the intermediary. Faraday shareholders eligible to vote at the Meeting
will receive a copy of the Circular, acc ompanied by a form of proxy or voting instruction form, and can
access the Meeting materials at www.faradaycopper.com/investors/agm/.
How to Vote
Vote Online: Please visit www.investorvote.com to vote online.
Vote by Phone: Please call 1-866-742-8683 to vote by phone.
Vote by Mail: Please send proxy materials to 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6.
Circular
As set out in the Circular, at the Meeting, Faraday shareholders will be asked to consider, and if deemed
advisable, pass the Share Issuance Resolution. Approval of the Share Issuance Resolution will require the
affirmative vote of a simple majority of the votes cast by disinterested Faraday shareholders at the Meeting.
Upon completion of the Transaction, as consideration, Faraday will issue to a wholly owned subsidiary of
BHP common shares of Faraday equivalent to a 30% interest in the issued and outstanding Faraday
common shares on a fully diluted basis immediately following closing of the Transaction.
Mailing of the Circular and related Meeting Materials has commenced and shareholders of Faraday should
expect to receive them shortly. The Meeting Materials as well as additional information regarding San
Manuel and the Transaction, including a technical report on San Manuel prepared by independent qualified
persons in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects, are
available on Faraday's website at www.faradaycopper.com/investors/agm/ and its issuer profile on
SEDAR+ at www.sedarplus.ca.
Shareholder Questions and Assistance
If you have any questions or require more information with respect to the Meeting or the procedures for
voting at the Meeting , please contact Computershare Investor Services Inc. by email
at [email protected]. Alternatively, please call Computershare Investor Services Inc.
toll-free at 1-800-564-6253 (toll free within North America) or 1-514-982-7555 (outside of North America).
Qualified Persons
The scientific and technical information contained in this news release has been reviewed and approved
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by Faraday’s V ice President, Geology, Dr. Thomas Bissig, P. Geo., and V ice President , Technical
Services, Zach Allwright, P.Eng., each of whom are considered a Qualified Person under NI 43-101.
Notes
1 The potential development pathways and production scenarios described herein are conceptual in nature.
There is no certainty that such outcomes will be realized, and they are subject to, among other things,
completion of technical studies, permitting, and economic evaluation.
About Faraday Copper
Faraday Copper is an exploration company focused on advancing its flagship copper project in Arizona,
U.S. The Copper Creek Project is one of the largest undeveloped copper projects in North America with
significant district scale exploration potential. Faraday has entered into a definitive purchase and sale
agreement with a subsidiary of BHP Group for the acquisition of BHP’s San Manuel Property, adjacent to
the Copper Creek Project. Faraday is well-funded to deliver on its key milestones and benefits from a
management team and board of directors with senior mining company experience and expertise. Faraday
trades on the TSX under the symbol “FDY”.
For additional information please contact:
Stacey Pavlova, CFA
Vice President, Investor Relations & Communications
Faraday Copper Corp.
E-mail: [email protected]
Website: www.faradaycopper.com
To receive news releases by e-mail, please register using the Faraday website at www.faradaycopper.com.
Cautionary Note on Forward Looking Statements
Some of the statements in this news release, other than statements of historical fact, are “forward-looking statements” and are based
on the opinions and estimates of management as of the date such statements are made and are necessarily based on estimates and
assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual res ults,
level of activity, performance or achievements of Faraday to be materially different from those expressed or implied by such forward-
looking statements. Forward‑looking statements in this news release include, without limitation, statements relating to the completion
and timing of the Transaction, the satisfaction of conditions precedent (including regulatory, stock exchange and shareholder
approvals), the expected strategic, operational and economic benefits of the Transaction, and the potential deve lopment pathways,
production scenarios and exploration potential of the combined San Manuel and Copper Creek projects, all of which are concept ual
in nature and subject to the completion of further technical studies and evaluations. There can be no assurance that such statements
will prove to be accurate, and actual results may differ materially from those anticipated.
Although Faraday believes the expectations expressed in such forward -looking statements are based on reasonable assumptions,
such statements should not be in any way construed as guarantees of future performance and actual results or developments may
differ materially. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Factors that could cause actual results to differ materially from those in forward -looking statements include without limitation: market
prices for metals; the conclusions of detailed feasibility and technical analyses; lower than expected grades and quant ities of mineral
resources; receipt of regulatory approval; receipt of shareholder approval; mining rates and recovery rates; significant capi tal
requirements; price volatility in the spot and forward markets for commodities; fluctuations in rates of excha nge; taxation; controls,
regulations and political or economic developments in the countries in which Faraday does or may carry on business; the speculative
nature of mineral exploration and development, competition; loss of key employees; rising costs of labour, supplies, fuel and
equipment; actual results of current exploration or reclamation activities; accidents; labour disputes; defective title to mineral claims
or property or contests over claims to mineral properties; unexpected delays and costs inherent to consulting and accommodati ng
rights of Indigenous peoples and other groups; risks, uncertainties and unanticipated delays associated with obtaining and maintaining
necessary licenses, permits and authorizations and complying with permitting requirements, including those associated with th e
Copper Creek property; and uncertainties with respect to any future acquisitions by Faraday. In addition, there are risks and hazards
associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial
accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance or inability to obtain
insurance to cover these risks as well as “Risk Factors” included in Faraday’s disclosure documents filed on and available at
www.sedarplus.ca.
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This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person
to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This press release is not, and under no circumstances
is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Faraday in Canada,
the United States or any other jurisdiction. No securities commission or similar authority in Canada or in the United States has reviewed
or in any way passed upon this press release, and any representation to the contrary is an offence.