Bell Copper Announces Non-Brokered Private Placement

April 30, 2024

News Release

Bell Copper Corporation - TSX.V Symbol: BCU

Bell Copper Announces Non-Brokered Private Placement

VANCOUVER, B.C. - Bell Copper Corporation (TSXV:BCU) (OTCQB:BCUFF) (“Bell Copper” or the “Company”) announces that it is arranging a non-brokered private placement to raise gross proceeds of up to CDN $500,000.00 (the “Financing”).

The Financing shall consist of up to 6,250,000 units (each, a “Unit”) at a price of $0.08 per Unit.  Each Unit will consist of one common share (“Share”) and one share purchase warrant (a “Warrant”).  Each Warrant will be exercisable into one additional Share at a price of $0.12 per share for a period of one (1) year from the date of closing of the Financing (“Closing”). 

The securities issued pursuant to the Financing will be subject to a hold period under applicable securities laws, which will expire four months plus one day from the date of Closing.  The Company may pay finder’s fees incidental to the Financing, as permitted by the policies of the TSX Venture Exchange.

Funds raised from the Financing will be used for the ongoing drilling and exploration program at the Company’s 100% owned Big Sandy Porphyry Copper Project and for general working capital.  Closing shall be subject to receipt of all necessary corporate and regulatory approvals, including approval of the TSX-V. 

Directors, management and insiders may subscribe for Units in the Financing.  The purchase of such Units shall be considered to be a related-party transactions under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but shall be exempted from the requirements to obtain a formal valuation and to obtain minority approval, as the purchase of securities shall not exceed 25% of the Corporation’s market capitalization.  The Corporation is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101

For further information please contact the Company:

Tel: 1 800 418 8250

Email: info@bellcopper.net

About Bell Copper

Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of large copper deposits located in Arizona.  Bell Copper is exploring its 100% owned Big Sandy Porphyry Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.

On behalf of the Board of Directors of

Bell Copper Corporation

"Timothy Marsh"

Timothy Marsh, President, CEO & Director

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 release.

Forward Looking Statements

This news release includes “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities legislation. All statements included in this news release, other than statements of historical fact, are forward-looking statements. Forward-looking statements include predictions, projections and forecasts and are often, but not always, identified by the use of words such as "anticipate", "believe", "plan", "estimate", "expect", "potential", "target", "budget" and "intend" and statements that an event or result "may", "will", "should", "could" or "might" occur or be achieved and other similar expressions and includes the negatives thereof.

Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the proposed Financing, including the ability of Bell to complete the full amount of the proposed Financing, the proposed use of proceeds, the receipt of regulatory approvals, the closing conditions and the expiry of hold periods for securities distributed pursuant to the Financing.  Forward-looking statements are based on a number of assumptions and estimates that, while considered reasonable by management based on the business and markets in which Bell Copper operates, are inherently subject to significant operational, economic, and competitive uncertainties, risks and contingencies.  There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include: that the Company may not complete the Financing on terms favourable to the Company or at all; that the TSX-V may not approve the Financing; that the proceeds of the Financing may not be used as stated in this news release; actual exploration results, interpretation of metallurgical characteristics of the mineralization, changes in project parameters as plans continue to be refined, future metal prices, availability of capital and financing on acceptable terms, general economic, market or business conditions, uninsured risks, regulatory changes, delays or inability to receive required approvals, and other exploration or other risks detailed herein and from time to time in the filings made by the Company with securities regulators, including those described in the Company’s most recently filed MD&A. The Company does not undertake to update or revise any forward-looking statements, except in accordance with applicable law.