1539951 B.C. Ltd. Announces Letter Agreement with Mosi Copper Limited
Vancouver, British Columbia--(Newsfile Corp. - November 10, 2026) - 1539951 B.C. Ltd. (the "Company") is pleased to announce that it has entered into a non-binding letter agreement (the "Letter of Intent") with Mosi Copper Limited ("Mosi") providing for a proposed reverse takeover transaction pursuant to which the Company will acquire all of the issued and outstanding equity securities and securities convertible into equity securities of Mosi (the "Proposed Transaction"). Following completion of the Proposed Transaction, the resulting issuer's common shares are expected to be listed on the TSX Venture Exchange (the "Exchange"), subject to satisfaction of all applicable listing requirements and receipt of all required approvals.
The Proposed Transaction is intended to constitute the reverse takeover of the Company by the securityholders of Mosi. The parties currently expect that, upon completion of the Proposed Transaction and after giving effect to the Concurrent Financing (as defined below), on a non-diluted basis: the former shareholders of Mosi and any affiliate of Mosi incorporated for the purposes of completing the Concurrent Financing (as defined below) will hold approximately 93% of the common shares of the resulting issuer with shareholders of the Company holding approximately 7% of the common shares of the resulting issuer. The structure of the Proposed Transaction remains subject to change as may be determined by the parties based on legal, tax, accounting or regulatory advice, provided that the economic and material terms are not adversely affected.
Pursuant to the Letter of Intent, the Proposed Transaction is expected to be completed by way of a three-cornered amalgamation, share exchange, scheme of arrangement, plan of arrangement or such other transaction structure as is mutually agreed to by the parties. The parties have agreed to negotiate and enter into a definitive agreement in respect of the Proposed Transaction, which definitive agreement is expected to contain customary representations, warranties, covenants, conditions precedent and termination provisions for a transaction of this nature.
Prior to completion of the Proposed Transaction, Mosi or a subsidiary of Mosi intends to complete a brokered and/or non-brokered concurrent financing (the "Concurrent Financing"), currently expected to be structured as an issuance of subscription receipts, for minimum gross proceeds of C$3,000,000, or such greater amount as may be agreed by the parties, at a price determined in the context of market conditions at a later date.
In connection with the Proposed Transaction, the Company intends to complete a non-brokered private placement of up to 10,000,000 common shares (the "Common Shares") at a price of C$0.02 per Common Share, for gross proceeds of up to C$200,000 (the "Company Private Placement"). The net proceeds of the Company Private Placement are expected to be used for general corporate purposes and working capital in connection with the Proposed Transaction. All Common Shares issued in the Company Private Placement will be subject to a statutory hold period of four months and one day from the date of issuance.
The parties currently anticipate completing the Proposed Transaction in early 2027, although there can be no assurance that the Proposed Transaction will be completed on the terms described in this news release or at all. Completion of the Proposed Transaction remains subject to a number of conditions, including, among other things, completion of the Concurrent Financing, completion of all required pre-closing share adjustments in the share capital of the Company and Mosi, negotiation and execution of a definitive agreement, shareholder and board approvals as required, receipt of all required third-party and regulatory approvals, conditional approval of the Exchange for the listing of the resulting issuer shares, and satisfaction of other customary closing conditions.
Mosi Copper's Zambian Exploration Portfolio
Mosi Copper Limited is a UK-incorporated mineral exploration company focused on copper and copper-gold opportunities in Zambia. Its Zambian portfolio comprises five granted large-scale exploration licences across three distinct project areas-K-Bompo (Kabompo), Mkumbi and Funswa-covering approximately 589 km² in aggregate. The licences are registered in the name of Kafue Copper Limited ("KCL"), a Zambian company in which Mosi holds a 100% interest. The portfolio is at an early exploration stage and no mineral resources or mineral reserves have been established on Mosi's properties.
K-Bompo (Kabompo), North-Western Province.The three-licence K-Bompo project is situated in Zambia's North-Western Province, in the broader Trident-Kabompo exploration district near the operating Sentinel copper mine and Enterprise nickel mine. The area is being evaluated for copper-bearing mineralisation associated with favourable basement geology, stratigraphy and regional structures. The area has been the subject of historical stream-sediment geochemistry, reconnaissance fieldwork and geological interpretation, with additional exploration work continuing. K-Bompo forms part of Mosi's wider strategy of evaluating prospective geological settings in established copper-producing districts.
First Quantum Minerals earn-in (K-Bompo licence 36981-HQ-LEL). Under a binding letter agreement dated 27 June 2025, First Quantum Minerals Limited ("First Quantum") is funding and operating an initial exploration programme on licence 36981-HQ-LEL, one of the three K-Bompo licences. Activities have included historical-data review, soil sampling using first-pass portable XRF screening, and geological and geophysical interpretation. This work identified several geochemical anomalies considered significant for early-stage exploration target generation, which supported First Quantum's decision to advance to reverse-circulation (RC) drill testing. First Quantum commenced a planned RC drilling programme of approximately 2,300 metres on or about 10 October 2026, which is ongoing at this time with results pending. Mosi has received the initial US$50,000 payment provided for under the agreement and First Quantum has been actively incurring exploration expenditure. The initial contractual programme provides for expenditure of at least US$750,000 over 24 months, including at least US$350,000 within the first 12 months, subject to the applicable contractual conditions and extension provisions. The agreement also contemplates optional earn-in stages through which First Quantum may earn an initial 51% project interest and subsequently up to 80%, subject in each case to specified technical, financial and other conditions. No analytical values, drill-hole results or conclusions regarding the nature, grade, continuity or economic potential of mineralisation are disclosed in this announcement. The existing agreement covers licence 36981-HQ-LEL only, and does not presently include the other K-Bompo licences, Mkumbi or Funswa.
Mkumbi, North-Western Province. The Mkumbi project is located in the Solwezi region, between the broader Kansanshi and Lumwana mining districts. Its exploration rationale is based on the local structural architecture, interpreted magnetic features and the presence of geological units associated regionally with copper mineralisation. Mosi intends to combine remote sensing, geological mapping, soil geochemistry and selected geophysical methods to refine targets before considering drilling. The proximity of other operating mines is geological context only and is not evidence of mineral resources on the Mkumbi licence.
Funswa, Lusaka Province. The Funswa project is a greenfield copper-gold exploration opportunity south of Lusaka. Mosi is assessing an iron-oxide-copper-gold-style exploration model supported by regional geological interpretation, magnetic features and confirmed copper and gold occurrences in the surrounding district. Reconnaissance observations include copper and gold indications and artisanal workings in parts of the project area. Planned work is intended to integrate remote sensing (currently ongoing), geological mapping, sampling and ground geophysics to identify and rank targets for subsequent evaluation. These occurrences and interpreted structures remain at an early stage and do not establish an economic deposit.
Exploration-stage caution.The projects remain exploration-stage properties. Interpretations and potential targets are preliminary; mineralisation on adjacent properties is not necessarily indicative of mineralisation within Mosi's licences. Future exploration activities, including any programmes conducted under the First Quantum agreement, remain subject to technical results, regulatory requirements, financing, operational conditions and the relevant agreements.
Further details regarding the Proposed Transaction, the Company, Mosi, the Concurrent Financing, the Company Private Placement, the proposed management and board of the resulting issuer, and other material information will be provided in a subsequent press release once available and in applicable disclosure documents to be filed in connection with the Proposed Transaction.
The scientific and technical information contained in this news release has been reviewed and approved by Andrew Craig, MSc, DIC, BSc (Hons), CEng, MIMMM, QMR, FGS, Principal Geologist of Rocklore Exploration Services Limited, who is a "qualified person" as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). Mr. Craig is independent of the Company and Mosi within the meaning of NI 43-101.
Contact Information:
Lowell Kamin, CEO
+1 (416) 272-1241
Cautionary Statement Regarding Forward-Looking Information
This press release contains forward-looking information within the meaning of applicable securities laws, including statements relating to the Proposed Transaction, the anticipated structure of the Proposed Transaction, the Concurrent Financing, the Company Private Placement, the proposed listing of the resulting issuer's common shares on the Exchange, the timing for completion of the Proposed Transaction, future exploration programmes, and potential elections and milestones under the First Quantum earn-in arrangement. Forward-looking information is based on a number of assumptions, including assumptions regarding the parties' ability to negotiate and enter into a definitive agreement, obtain all required approvals and satisfy all closing conditions. Readers are cautioned that forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information except as required by applicable law.
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 press release.
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