Altus Copper Applies for Partial Revocation of Failure-to-File Cease Trade Order, Announces Proposed Financing and Provides Further Corporate Update
Vancouver, British Columbia--(Newsfile Corp. - June 17, 2026) - Altus Copper Corp. (the "Company") announces that it has applied to the British Columbia Securities Commission (the "BCSC") and the Ontario Securities Commission (the "OSC") for a partial revocation order (the "Partial Revocation Order") of the failure-to-file cease trade order jointly issued by the BCSC and the OSC on December 5, 2023 (the "FFCTO"). The Company further announces a proposed financing, subject to receipt of the Partial Revocation Order and applicable regulatory approvals.
The FFCTO was issued as a result of the Company's failure to file certain outstanding continuous disclosure documents in a timely manner. Trading in the Company's securities remains prohibited as a result of the FFCTO.
Application for Partial Revocation Order
The Company has applied for the Partial Revocation Order pursuant to National Policy 11-207 - Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions, in order to permit the completion of the Financing (as defined herein). If granted, the Partial Revocation Order will permit only the completion of the Financing and will not constitute a full revocation of the FFCTO. Trading in the Company's securities will remain prohibited until a full revocation order is obtained. There can be no assurance that the Partial Revocation Order will be granted on the terms proposed, or at all.
Proposed Financing
Subject to receipt of the Partial Revocation Order and applicable regulatory approvals, the Company proposes to complete a non-brokered financing of up to $250,000 in aggregate gross proceeds (the "Financing"), consisting of approximately $125,000 through the distribution of common shares in the capital of the Company (the "Shares") at a price of $0.02 per Share and approximately $125,000 through the issuance of unsecured promissory notes having a maturity of 2-years and bearing interest at 10% per annum.
Prior to completion of the Financing, each participant will receive a copy of the FFCTO and the Partial Revocation Order, and will be required to provide an acknowledgement to the Company that all of the Company's securities, including any securities issued in connection with the Financing, will remain subject to the FFCTO until such order is fully revoked, and that the granting of the Partial Revocation Order does not guarantee the issuance of a full revocation order in the future.
The gross proceeds from the Financing are expected to be used to address the Company's outstanding continuous disclosure deficiencies and related costs, including accounting and audit fees, transfer agent fees, legal fees, regulatory filing fees and legacy accounts payable. If and when the Financing is completed and the Company has filed all outstanding financial statements and continuous disclosure records, the Company intends to apply for a full revocation of the FFCTO.
In accordance with applicable securities legislation, securities issued pursuant to the Financing will be subject to a hold period of four months and one day from the closing date of the Financing. The Company intends to rely on available prospectus exemptions, including Section 2.3 (Accredited Investor) of National Instrument 45-106 - Prospectus Exemptions, to complete the Financing. There can be no assurance that the Partial Revocation Order will be granted, that the Financing will be completed on the terms set out herein, or at all, or that the Company will be successful in bringing its continuous disclosure obligations up to date.
The securities to be issued pursuant to the Financing have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
Corporate Update
The Company also provides the following corporate update in connection with the settlement of a related party loan and the wind-down of Euphebe Healthcare Inc. (formerly known as Euphebe, Inc.) (the "US Entity"), a Delaware subsidiary of the Company.
As previously disclosed, Nadja Pinnavaia, a former director and officer of the Company, had previously advanced a loan to the US Entity in the principal amount of $100,000 on December 30, 2020, bearing interest at 4.00% per annum (the "Loan"). Following partial repayments of $50,000 on March 6, 2024 and $20,000 on April 23, 2024, the remaining balance, including accrued interest and deferred compensation, totaled $90,488.79 as of October 31, 2025.
On November 10, 2025, the Company, the US Entity, and Ms. Pinnavaia entered into an Acknowledgment of Final Outstanding Obligation and Agreement for IP Assignment (the "IP Assignment Agreement"), pursuant to which the outstanding balance was settled in full through the assignment and transfer to Ms. Pinnavaia of all intellectual property, trademarks, domain names, clinical trial data, trade secrets, and goodwill related to Plantable and Euphebe (the "Assigned IP"). In connection therewith, the US Entity transferred $14,000 in remaining cash to the Company. The parties exchanged mutual releases from any further liability relating to the Loan and deferred compensation. A copy of the IP Assignment Agreement has been filed on the Company's profile on SEDAR+.
On April 27, 2026, the Company and Ms. Pinnavaia entered into a Mutual Release and Wind-Down Confirmation dated April 26, 2026 (the "Mutual Release") to confirm and memorialize certain matters in connection with the wind-down of the US Entity. Ms. Pinnavaia served as the sole Director and CEO of the US Entity and completed the wind-down, including satisfaction of outstanding state and local tax obligations, on its behalf.
Under the Mutual Release: (i) the Company confirmed that it had relinquished all ownership interest in the US Entity to Ms. Pinnavaia; (ii) Ms. Pinnavaia released the Company from all claims, demands, and liabilities relating to the US Entity, including any outstanding or future tax liabilities, compliance obligations, and costs associated with the wind-down; (iii) the Company released Ms. Pinnavaia from any claims to assets of the US Entity, including any government payments, tax refunds, cash or bank balances, and proceeds arising from the commercialization of the Assigned IP; (iv) the Company reaffirmed the transfer of the Assigned IP to Ms. Pinnavaia; and (v) the parties exchanged general mutual releases from all further claims arising from the IP Assignment Agreement, the original Loan and deferred compensation arrangements, the acquisition of the US Entity by the Company, and the operations and wind-down of the US Entity.
About Altus Copper Corp.
The Company is currently inactive and is working to bring its continuous disclosure obligations up to date. Upon obtaining a full revocation of the FFCTO, the Company intends to evaluate potential business opportunities in the mineral exploration sector.
Forward-Looking Statements
All statements included in this release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the application for the Partial Revocation Order, the proposed Financing, the use of proceeds of the Financing, the completion of the filings in default and the application for a full revocation of the FFCTO. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: the Company receiving the Partial Revocation Order; the Company completing the Financing; market demand for and market acceptance of the Financing; and the Company using the proceeds as intended. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. These risks and uncertainties include, but are not limited to, the risk that the Company is unable to obtain the Partial Revocation Order, the risk that the Company is unable to raise sufficient proceeds under the Financing and the risk that the Company does not use the proceeds from the Financing as anticipated by management. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.
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Source: Altus Copper Corp.
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