Vancouver, British Columbia--(Newsfile Corp. - October 8, 2026) - Getty Copper Inc. (TSXV: GTC) (OTCQX: GTCDF) (the "Company" or "Getty Copper") is pleased to announce that, further to its news release dated September 18, 2026, it has closed its previously announced "best efforts" brokered private placement (the "Brokered Offering") and concurrent non-brokered private placement (the "Non-Brokered Offering", and together with the Brokered Offering, the "Offering") of flow-through common shares pursuant to the listed issuer financing exemption (the "Listed Issuer Financing Exemption") under applicable Canadian securities laws.
Brokered Offering
Under the Brokered Offering, the Company issued 7,352,566 common shares that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") and for which expenditures will qualify as a "BC flow-through mining expenditure" (the "BC Charity FT Shares") at a price of C$1.395 per BC Charity FT Share, and 2,117,434 common shares that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act (the "Charity FT Shares") at a price of C$1.305 per Charity FT Share, for aggregate gross proceeds of C$13,020,080.94.
The Brokered Offering was completed through Velocity Capital Partners and Clarus Securities Inc., as co-lead agents and joint bookrunners (the "Co-Lead Agents"), and Raymond James Ltd. (together with the Co-Lead Agents, the "Agents"). In connection with the Brokered Offering, the Company paid the Agents a cash commission equal to 6% of the gross proceeds from the sale of the BC Charity FT Shares and the Charity FT Shares, and issued 568,200 compensation warrants, each of which entitles the holder to acquire one common share of the Company (each, a "Compensation Share") at a price of C$0.97 per Compensation Share for a period of 16 months following the closing of the Offering. The compensation described above is in addition to the advisory fee and Advisory Warrants described under "Strategic Advisory Services" below.
Non-Brokered Offering
Under the Non-Brokered Offering, the Company issued 1,854,998 common shares that qualify as "flow-through shares" within the meaning of subsection 66(15) of the Tax Act (the "FT Shares", and together with the BC Charity FT Shares and the Charity FT Shares, the "Offered Securities") at a price of C$1.080 per FT Share, for gross proceeds of C$2,003,397.84. No commission was payable in respect of the Non-Brokered Offering.
The Brokered Offering and the Non-Brokered Offering together resulted in aggregate gross proceeds to the Company of C$15,023,478.78.
Strategic Advisory Services
In addition, the Company engaged Velocity Capital Partners ("Velocity") together with Clarus Securities Inc. ("Clarus" and, together with Velocity, the "Advisors"), to provide strategic corporate advisory services and in consideration for these services, the Company paid the Advisors a flat advisory fee of C$105,000 plus applicable taxes and issued 110,000 warrants (the "Advisory Warrants"), each Advisory Warrant entitling the holder to acquire one common share of the Company at an exercise price of C$0.97 for a period of 16 months following the date of the advisory agreement.
Use of Proceeds
The Company will use an amount equal to the gross proceeds received from the Offering to incur eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures", each as defined in the Tax Act, and, in respect of the BC Charity FT Shares, expenditures that also qualify as a "BC flow-through mining expenditure" within the meaning of subsection 4.721(1) of the Income Tax Act (British Columbia) (collectively, the "Qualifying Expenditures"), related to the Company's projects in British Columbia, on or before December 31, 2027. The Company will renounce the Qualifying Expenditures in favour of the initial subscribers of the Offered Securities with an effective date of no later than December 31, 2026. If the Company does not renounce Qualifying Expenditures equal to the subscription proceeds, or if the Qualifying Expenditures are reduced on assessment or reassessment by the Canada Revenue Agency, the Company will indemnify each applicable subscriber for the additional taxes payable by that subscriber as a result.
Insider Participation
Insiders of the Company subscribed for an aggregate of 483,000 FT Shares under the Non-Brokered Offering, for aggregate subscription proceeds of C$521,640. This participation is a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to, nor the consideration paid by, insiders exceeded 25% of the Company's market capitalization.
Regulatory Matters
The Offered Securities were offered for sale to purchasers resident in each of the provinces of Canada, except Quebec, pursuant to the Listed Issuer Financing Exemption in Part 5A.2 of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as modified by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Because the Offering was completed under the Listed Issuer Financing Exemption, the Offered Securities bear no legend and are not subject to a hold period under applicable Canadian securities laws. There is an offering document dated September 18, 2026 related to the Offering (the "Offering Document") that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.gettycopper.com. Prospective investors should read the Offering Document before making an investment decision.
The TSX Venture Exchange (the "TSXV") provided conditional approval of the Offering on September 18, 2026, and the Offering remains subject to the final acceptance of the TSXV.
The Offered 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 in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Getty Copper Inc.
Getty Copper Inc. is a Canadian-based mineral exploration and development company focused on the Highland Valley region of British Columbia, Canada. Its flagship, 82% owned Getty Project is located near Logan Lake and adjacent to Teck's Highland Valley Copper Mine, and has the potential to be a significant new source of copper and molybdenum in the district.
Contact Information
Ryan O'Regan, Chief Executive Officer
Getty Copper Inc.
Email: [email protected]
Phone: +1 604 931-3231
Neither 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 release.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Forward-looking statements are frequently identified by words such as "anticipate", "plan", "continue", "expect", "estimate", "intend", "may", "will", "project", "should", "believe", "potential" and similar expressions, or statements that certain actions, events or results "may", "will" or "would" occur. In particular, this news release contains forward-looking statements concerning the anticipated benefits of the Offering; the receipt of final acceptance of the Offering by the TSXV; the use of the proceeds of the Offering; the tax treatment of the Offered Securities; the incurrence by the Company of Qualifying Expenditures and the renunciation of the Qualifying Expenditures in favour of subscribers; the Company's reliance on the exemptions under MI 61-101; and the Company's exploration and development plans for its projects in British Columbia.
Forward-looking statements are based on a number of assumptions made by management that, while considered reasonable, are subject to known and unknown risks and uncertainties. These assumptions include, without limitation: favourable conditions in the equity financing markets; the timely receipt of all required regulatory approvals, including the final acceptance of the Offering by the TSXV; the Company's ability to incur and renounce the Qualifying Expenditures within the required timeframes; the accuracy of the Company's budgeted exploration costs; and prevailing prices for copper and other commodities.
Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation: changes in conditions in the equity financing markets; the failure to obtain, or delays in obtaining, required regulatory approvals, including final acceptance of the Offering by the TSXV; the risk that the Company does not incur or renounce the Qualifying Expenditures as anticipated and the resulting indemnification obligations to subscribers; adverse assessment or reassessment by the Canada Revenue Agency; the speculative nature of mineral exploration and development; fluctuations in the price of copper; and the other risks and uncertainties disclosed in the Company's continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/318169
Source: Getty Copper Inc.