Getty Copper Announces Signing of Amalgamation Agreement and Concurrent Financing

Getty Copper Announces Signing of Amalgamation Agreement and Concurrent Financing

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VANCOUVER, BC, Nov. 17, 2025 /CNW/ - Getty Copper Inc. ("Getty") (TSXV: GTC) is pleased to announce that further to its press release dated August 6, 2025, it is proceeding with the acquisition of 1390120 B.C. Ltd. ("Numberco") and has entered into a definitive agreement (the "Amalgamation Agreement") for the amalgamation of Numberco with its wholly owned subsidiary, 1560326 B.C. Ltd. (the "Subsidiary"), and the concurrent financing described below ("Concurrent Financing"), (together, the "Transactions").

Under the terms of the Amalgamation Agreement: (i) all of the 65,000,000 issued and outstanding shares of Numberco will be transferred to the Subsidiary, in exchange for common shares of Getty on a one (1) for one (1) basis; (ii) all of the 2,000,000 outstanding warrants of Numberco exercisable at $0.075 will be exchanged for warrants of Getty on the same terms; and (iii) all of the 6,500,000 outstanding options of Numberco exercisable at $0.05 per share will be exchanged for equivalent options of Getty. The securities to be issued to the shareholders of Numberco will be subject to the escrow requirements of the TSX Venture Exchange (the "TSX-V").

As less than the current number of outstanding shares of Getty will be issued to the shareholders of Numberco, the Transactions will not be a reverse takeover under the policies of the TSX-V, but the amalgamation will be a reviewable transaction and the Concurrent Financing will require TSX-V approval. 

Completion of the Transactions is subject to the following: (i) the approval of the TSXV; (ii) completion of not less than $12,000,000 of the Concurrent Financing; and (iii) other customary closing conditions. The proceeds of the Concurrent Financing will be used to retire all of Getty's existing indebtedness (approximately $3.7 million), continue development on the Getty mineral properties, and for general corporate purposes.

Following completion of the Transactions, the board of directors of Getty will consist of five (5) members. The board representatives of Numberco will be Charles Funk (Chairman) and Mahesh Liyanage, and the board representatives of Getty will be Tom MacNeill and Brent Lepinski. A fifth director will be agreed to by Getty and Numberco. Mr. MacNeill will continue as Chief Executive Officer of Getty. The new directors bring valuable mining company experience to Getty. 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.

Shareholder approval of the Transactions is not required for the following reasons:

a.  The Canada Business Corporations Act does not require an amalgamation of a subsidiary to be approved by shareholders of the parent company;
b.  The Transactions will not result in a change of control or change of business as defined in TSX-V policies;
c.  The Transactions are at arm's length; and
d.  No new control persons will be created.

Numberco holds the Dot Property which is also in the Highland Valley. Significant prior exploration work has been completed on the Dot Property.

Getty management determined to proceed with the Transactions for a number of reasons including:

a.  The addition of the Dot Property to the Getty's portfolio of Highland Valley holdings;
b.  The addition of needed experienced mining management to the Board of Directors of Getty; and
c.  The fact that the Concurrent Financing will allow Getty to resolve all of its corporate indebtedness and advance the development of its Highland Valley properties.

Concurrent Financing

Numberco has entered into an engagement letter with Clarus Securities Inc. ("Clarus") for a brokered private placement financing (the "Concurrent Financing") of up to 125,000,000 subscription receipts (the "Subscription Receipts") at a price of $0.12 per Subscription Receipt for aggregate gross proceeds of $15,000,000. Clarus and Velocity Capital Partners will act as co-lead agents on behalf of a syndicate of agents (collectively the "Agents") in respect of the Concurrent Financing.

It is expected that, to accommodate registered accounts, some Subscription Receipts will be offered directly by Getty pursuant to the Concurrent Financing. Upon satisfaction of the escrow release conditions, including all conditions precedent to the Transactions being satisfied, each Subscription Receipt will automatically convert into one common share of Getty. Should the escrow release conditions not be satisfied within six months of the closing date of the Concurrent Financing, the Subscription Receipts will be cancelled and all proceeds from the sale of the Subscription Receipts, including interest, if any, will be returned to the subscribers.

As compensation for the services provided in connection with the Concurrent Financing, the Agents will receive a cash commission equal to 6% of the gross proceeds from the Concurrent Financing. As additional compensation, on the closing of the Concurrent Financing, Getty will issue to the Agents non-transferable broker warrants (the "Broker Warrants") equal to a number of common shares equal to 6% of the number of Subscription Receipts sold pursuant to the Concurrent Financing. Subject to receipt of regulatory approval, each Broker Warrant will be exercisable to acquire one common share of Getty at an exercise price of $0.12 for a period of 12 months following the closing date.

A copy of the Amalgamation Agreement will be filed on Getty's SEDAR+ profile at www.sedarplus.ca.

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 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 Transactions (including all required approvals), the characterization of the Transactions and consequent approvals, Getty's listing on the TSX-V, the TSX-V's ongoing treatment of the Transactions, the trading in Getty shares, the completion of the Concurrent Financing, the issuance of Broker Warrants, and the business plans of Getty. 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 Transactions, and there is no assurance that the Transactions will be completed as anticipated, or at all; there is no assurance that the adequate financing will be raised; following completion of the Transactions, Getty 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 to it; compliance with extensive government regulation; domestic and foreign laws and regulations could adversely affect Getty'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 Getty'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 any 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.

SOURCE Getty Copper Inc.