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GETTY COPPER INC.
Getty Copper to Acquire 1390120 B.C. Ltd. and
Complete $12 Million Equity Financing
Charles Funk to Join Board to Accelerate Highland Valley Copper Properties
August 6, 2025 – Getty Copper Inc. (“Getty”) (TSX-V: GTC) is pleased to announce that it has
entered into a binding letter of intent dated August 5, 2025 (the “Binding LOI”) with 1390120 B.C.
Ltd. (“Numberco”) pursuant to which Getty will acquire all of the issued and outstanding shares
of Numberco (the “Acquisition”). Completion of the Acquisition will result in the reverse takeover
of Getty by Numberco pursuant to the policies of the TSX Venture Exchange (the “TSX-V”) (with
the resulting entity being the “Resulting Issuer”).
Tom MacNeill, CEO of Getty, stated: “In the current positive environment for copper, we have
entered into a transaction that positions Getty to be debt-free, financially sound, and equipped
with the technical capability to unlock the long-recognized value of our copper deposits in British
Columbia’s Highland Valley District.”
Charles Funk, incoming Chairman of Getty, commented: “Our consolidated Getty portfolio
represents an exciting exploration and development opportunity. I’m looking forward to joining as
Chairman and focusing on both expanding the known copper deposits and evaluating the
potential for a standalone oxide copper development. Our goal is to deliver on these fronts and
position Getty as a compelling copper investment opportunity.”
Transaction Highlights
Asset Base: The Acquisition will result in the combination of two highly prospective copper
projects in the Highland Valley District. The Getty project is located adjacent to Teck’s Highland
Valley Copper Mine, one of the world’s largest copper mining and milling operations, while the
Numberco Property (as defined below) is 11km to the south of the Getty project.
Experienced management team and board: The proposed new team includes a group of
individuals with deep mining industry experience and strong track records of value creation, major
discoveries, project execution and M&A transactions.
Strong balance sheet: In connection with the transaction, Getty is anticipating raising $12 million
through the Concurrent Financing (as defined below).
Repayment of debt: The approximately $4 million of Getty indebtedness will be settled in full
following completion of the Concurrent Financing (as defined below).
Board of Directors of the Resulting Issuer
Following completion of the Acquisition, the board of directors of the Resulting Issuer will be
reconstituted to consist of Charles Funk (Chairman), Mahesh Liyanage, Tom MacNeill and Brent
Lepinski and a fifth director to be agreed to by Getty and Numberco.
The following are brief profiles of the proposed incoming directors:
Charles Funk, Chairman
Charles Funk is the founder and Chief Executive Officer of Heliostar Metals Ltd. (“Heliostar”), a
Canadian-based gold development company. A geologist by training, Mr. Funk brings 19 years
of experience in company management, business development, and mineral exploration. He has
contributed to raising over $250 million in capital over the past six years and has held technical
and leadership roles at companies including Newcrest Mining Limited, OZ Minerals Limited, Vizsla
Silver Corp. (“Vizsla Silver”), and Heliostar. Mr. Funk played a leading role in the discoveries of
the Khamsin Copper Deposit in Australia and the Panuco Gold-Silver Deposit in Mexico. Under
his leadership, Heliostar has evolved from a junior developer into a multi-asset gold producer,
with a 500% increase in share price over the past two years. He holds degrees in Space Science
and Earth Science (Honours).
Mahesh Liyanage, Director
Mahesh Liyanage is the Chief Financial Officer of Vizsla Silver, a silver-gold exploration and
development company listed on the NYSE American and the Toronto Stock Exchange, with a
globally significant asset in Mexico. A Chartered Professional Accountant with over 22 years of
experience, Mr. Liyanage specializes in Canadian public company financial reporting and
regulatory compliance, mergers and acquisitions, spin-offs, treasury management, and Canadian
and U.S. tax compliance. His previous roles include Chief Financial Officer of Orogen Royalties
Inc. (acquired by Triple Flag Precious Metals Corp. for approximately $305 million) and Chief
Financial Officer of Heliostar.
Further details about the board of directors and management of the Resulting Issuer will be
disclosed in a subsequent news release.
Summary of the Concurrent Financing
In connection with the Acquisition, Getty intends to complete a brokered financing (the
“Concurrent Financing”) to raise minimum gross proceeds of $12,000,000 by way of issuance
of subscription receipts (each, a “Subscription Receipt”) of Getty, at a price of $0.12 per
Subscription Receipt (on a pre-Consolidation basis). Each Subscription Receipt will automatically
convert, without any further action by the holder thereof and for no additional consideration, into
one Getty Share (on a pre-Consolidation basis) upon closing of the Acquisition.
It is expected that the net proceeds from the Concurrent Financing will be used to settle all of
Getty’s current indebtedness, explore and develop the Getty project and for general corporate
purposes.
Further details about the Concurrent Financing will be disclosed in a subsequent news release.
About Numberco
Numberco is a private company incorporated under the Business Corporations Act (British
Columbia) with a mandate to identify and evaluate mining related projects in North America.
Numberco has identified and evaluated a number of projects and acquired the Numberco
Property. Additional information on Numberco will follow in a subsequent news release.
Numberco owns the Dot Matrix Property (the “Numberco Property”), a prospective 846-hectare
project that sits in the southern portion of the Guichon Creek batholith. The Numberco Property
is located 20 km southeast of the Highland Valley mine in British Columbia.
Further details about Numberco and the Numberco Property will be disclosed in a subsequent
news release.
Summary of the Acquisition
The material terms of the Binding LOI are as follows:
- Getty will acquire all of the issued and outstanding shares of Numberco in exchange for
an aggregate of 13,000,000 common shares in the capital of Getty (each a “Getty Share”)
(on a post-Consolidation basis). - The outstanding Numberco stock options and warrants will be replaced with an aggregate of 1,300,000 Getty stock options and 400,000 Getty share purchase warrants (on a post-Consolidation basis).
- The board of directors and management team of Getty will be reconstituted as partially
described under “Board of Directors of the Resulting Issuer” above. - The completion of the Acquisition is subject to the satisfaction of various conditions,
including but not limited to satisfactory completion of due diligence by Getty and
Numberco, completion of the Concurrent Financing, execution of a definitive agreement
in respect of the Acquisition, approval of the Acquisition by the holders of Getty Shares
(the “Getty Shareholders”), approval of the listing of the Resulting Issuer Shares on the
TSX-V, and other conditions customary for a transaction of this nature. - Immediately prior to closing the Acquisition, the Getty Shares will be consolidated on a 5:1
basis (the “Consolidation”).
The Binding LOI contains customary non-solicitation provisions, including a termination fee of
$500,000 payable to Numberco, in the event Getty receives a superior proposal which Numberco
declines or fails to match. Upon completion of the Acquisition, assuming completion of the
Consolidation and the Concurrent Financing, (a) former Numberco Shareholders will hold, in the
aggregate, approximately 13,000,000 Resulting Issuer Shares representing approximately 20%
of the outstanding Resulting Issuer Shares on a non-diluted basis, (b) existing Getty Shareholders
will hold, in the aggregate, approximately 33,108,241 Resulting Issuer Shares, representing
approximately 50% of the outstanding Resulting Issuer Shares on a non-diluted basis, and (c) the
participants in the Concurrent Financing will hold 20,000,000 Resulting Issuer Shares,
representing approximately 30% of the outstanding Resulting Issuer Shares on a non-diluted
basis.
The Acquisition was approved by the board of directors of Getty after consulting with its legal and
financial advisors. In addition, to ensure a thorough analysis of the Acquisition, Getty engaged
MINCAP Merchant Partners Inc. as independent financial advisor.
The Acquisition is an arm’s length transaction. No finder’s fees or other commissions are payable
in connection with the Acquisition.
Sponsorship of the Acquisition may be required by the TSX-V unless a waiver is granted by the
TSX-V. Getty intends to apply for a waiver of sponsorship; however, there can be no guarantee
that a waiver will be granted.
Additional Information
The Getty Shares have been halted and may remain halted until the completion of the Acquisition.
There can be no assurance that the Acquisition will be completed on the terms proposed or at all.
Further details about the Acquisition and the Resulting Issuer will be provided in a TSX-V filing
statement prepared and filed by Getty in respect of the Acquisition.
A copy of the Binding LOI will be filed on Getty’s SEDAR+ profile at www.sedarplus.ca.
Advisors and Counsel
MINCAP Merchant Partners Inc. is acting as Getty’s financial advisor. O’Neill Law LLP is acting
as legal advisor to Getty.
Forooghian + Company Law Corporation is acting as legal advisor to Numberco.
Website: www.gettycopper.com
Getty Copper Inc.
“Tom MacNeill”
Tom MacNeill
CEO
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute “forward-looking statements.” Such forward
looking statements involve known and unknown risks, uncertainties and other factors that may
cause Getty’s, Numberco’s and the Resulting Issuer’s actual results, performance or
achievements, or developments to differ materially from the anticipated results, performance or
achievements expressed or implied by such forward-looking statements. Forward looking
statements are statements that are not historical facts and are generally, but not always, identified
by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,”
“potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or
“should” occur.
Forward-looking statements in this document include, among others, statements relating to
expectations regarding the completion of the Acquisition (including all required approvals), the
listing on the TSX-V, the Concurrent Financing (including the size of the Concurrent Financing
and the use of the proceeds therefrom), the business plans of the Resulting Issuer, the composition of management, the board and advisory board of the Resulting Issuer and other
statements that are not historical facts. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements.
Such factors and risks include, among others: that there is no assurance that the parties hereto
will obtain the requisite director, shareholder and regulatory approvals for the Acquisition, and
there is no assurance that the Acquisition will be completed as anticipated, or at all; there is no
assurance that the Concurrent Financing will be completed or as to the actual offering price or
gross proceeds to be raised in connection with the Concurrent Financing; following completion of
the Acquisition, the Resulting Issuer may require additional financing from time to time in order to
continue its operations which may not be available when needed or on acceptable terms and
conditions acceptable; compliance with extensive government regulation; domestic and foreign
laws and regulations could adversely affect the Resulting Issuer’s business and results of
operations; and the stock markets have experienced volatility that often has been unrelated to the
performance of companies and these fluctuations may adversely affect the price of the Resulting
Issuer’s securities, regardless of its operating performance.
The forward-looking information contained in this news release represents the expectations of
Getty and Numberco as of the date of this news release and, accordingly, is subject to change
after such date. Readers should not place undue importance on forward-looking information and
should not rely upon this information as of any other date. Neither Getty nor Numberco undertakes
no obligation to update these forward-looking statements in the event that management’s beliefs,
estimates or opinions, or other factors, should change.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any
securities in the United States. The securities 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 or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
Completion of the transaction is subject to a number of conditions, including but not limited to,
Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable,
the transaction cannot close until the required shareholder approval is obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the transaction, any information released or received
with respect to the transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Getty should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this news release.
