Mr. Paul Harbidge reports

FARADAY COPPER SIGNS A DEFINITIVE AGREEMENT TO ACQUIRE BHP'S SAN MANUEL PROPERTY IN ARIZONA, CREATING A MULTI-ASSET COPPER DISTRICT IN THE USA

Faraday Copper Corp. has entered into a definitive purchase and sale agreement with a wholly owned subsidiary of BHP Group Ltd. in respect of the previously announced transaction, whereby Faraday will acquire from BHP the San Manuel property, adjacent to Faraday's Copper Creek project, located in Arizona, United States.

Paul Harbidge, president and chief executive officer, commented: "This is a transformational acquisition for Faraday. Combining San Manuel with our Copper Creek project, with the support of the Lundin Group and BHP as strategic shareholders, positions us well to become one of the largest undeveloped copper districts in the U.S. with a path to development and near-term copper production."

Under the terms of the agreement, Faraday will acquire 100 per cent of the San Manuel property. As consideration for the transaction, Faraday will issue to BHP common shares of Faraday equivalent to a 30-per-cent interest in the issued and outstanding common shares on a fully diluted basis as of the date of closing. Including shares issued to BHP from its participation in the $100-million private placement in March, 2026, BHP is expected to hold approximately 138 million common shares after the closing of the transaction. In addition, BHP will be granted customary investor rights pursuant to an investor rights agreement, provided it maintains a minimum shareholding requirement.

Strategic rationale:

• Significant resource potential: the combined projects are expected to become a multigenerational copper district delivering made-in-America copper;
• Accelerates pathway to production: leveraging the private land position of San Manuel to facilitate the potential for expedited copper cathode production from the combined projects;
• Flexibility through private land and infrastructure: additional approximately 27,000 acres of private land for site facilities and access to existing regional infrastructure, including road, rail, gas and power;
• Centralizes infrastructure and reduces environmental footprint: shared future facilities, utilizing existing infrastructure and prioritizing use of brownfield sites, reduce the overall environmental footprint while enhancing capital efficiency;
• The combined assets offer potential for project staging: prioritization of copper cathode production, followed by open-pit sulphides before development of underground operations;
• BHP to become a strategic investor: BHP to join the Lundin Group as a strategic investor in Faraday.

Transaction terms

The agreement contemplates that on the closing of the transaction, BHP will transfer all of its interest in San Manuel, which comprise the legacy San Manuel copper mine (including the San Manuel and Kalamazoo deposits, the San Manuel plant site and closed tailings storage facilities and surrounding BHP-owned land, and all related mineral estate interests), the Black Hills quarry and the Camp Grant quarry, and related rights and assets. As consideration for the purchase, Faraday will assume all liabilities, including all environmental and closure liabilities, related to San Manuel and will issue the consideration to BHP. Faraday has also agreed to certain operational and other postclosing covenants covering customary international industry, environmental and stakeholder engagement standards.

The agreement further contemplates that, concurrently with the closing, Faraday and BHP will enter into, among other things, an offtake rights agreement, a water supply agreement and an investor rights agreement. The investor rights agreement will provide BHP with, among other rights and entitlements, board nomination rights, equity participation rights and registration rights and will impose certain obligations on BHP including customary standstill, voting and transfer restrictions.

The agreement provides for customary deal protection, including non-solicitation covenants, a fiduciary-out permitting Faraday to consider and accept a superior proposal, matching rights in favour of BHP, and the payment of a $12-million (U.S.) termination fee in certain circumstances.

Full details regarding the terms of the transaction are set out in the agreement, which will be filed by Faraday on SEDAR+.

Shareholder meeting

Faraday intends to convene a special meeting of its shareholders to seek approval of the transaction. The meeting is expected to be held in August, 2026. Faraday shareholders of record as of a date to be determined by the board of directors will be entitled to receive notice of and vote at the meeting.

Approval of the transaction will require the affirmative vote of a simple majority of the votes cast by disinterested Faraday shareholders present in person or represented by proxy at the meeting. A management information circular containing detailed information about the transaction, including a copy of the agreement and the fairness opinion of TD Securities Inc., will be prepared and mailed to Faraday shareholders in advance of the meeting and filed under Faraday's profile on SEDAR+. Faraday shareholders are urged to read these and other relevant materials when they become available.

Transaction conditions and timing

Completion of the transaction is subject to the satisfaction (or waiver, where applicable) of customary closing conditions for a transaction of this nature, including approval by disinterested Faraday shareholders, receipt of Toronto Stock Exchange approval, other required regulatory approvals and the fulfilment of certain closing deliverables by the parties.

Subject to the receipt of all necessary approvals, the transaction is expected to be completed by the end of the third quarter of 2026.

Board of directors recommendation

After consultation with its financial and legal advisers and receiving the unanimous recommendation of the independent directors of Faraday, the board of directors of Faraday has unanimously approved entering into the agreement. The board of directors of Faraday unanimously recommends that Faraday shareholders vote in favour of the transaction.

TD Securities has provided a fairness opinion to the Faraday board of directors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by Faraday pursuant to the transaction is fair, from a financial point of view, to Faraday.

Voting and support agreements

Concurrently with the execution of the agreement, BHP entered into voting and support agreements with certain securityholders of Faraday, including each of the directors and officers of Faraday. Pursuant to the voting support agreements, each supporting securityholder has agreed, subject to the terms thereof, to vote his or her common shares in favour of the approval resolution at the meeting. The supporting securityholders party to the voting support agreements hold, in aggregate, common shares representing approximately 21.88 per cent of the issued and outstanding common shares as of the date hereof.

San Manuel property overview

The San Manuel mine, comprising the San Manuel and Kalamazoo deposits, operated as a combined underground block-cave and open-pit mine. The combined operation was one of the largest underground mines in the United States during its operation, generating over 4.5 million tonnes of copper between 1955 and 1999 based on publicly available historical production records. Historical copper production was predominantly from underground sulphide material feeding a concentrator, while notable cathode production was achieved later in the mine's operational period by mining and processing of oxide material, including in situ recovery (ISR). A significant historical resourceand historical reserve remained at closure, which are not compliant under the current standards of National Instrument 43-101, Standards of Disclosure for Mineral Projects, of the Canadian Securities Administrators.

The mineralization at San Manuel and Kalamazoo is well understood. Sulphide mineralization occurs within Laramide porphyry intrusives and the surrounding Oracle granite. Supergene (oxide) mineralization formed later during tectonic extension. The Kalamazoo deposit is the downthrown extension of mineralization, which was offset along the San Manuel fault.

Copper Creek project overview

The project is a 100-per-cent-owned, large copper deposit, located approximately 80 road kilometres northeast of Tucson, Ariz., and approximately 19 kilometres northeast of San Manuel, Ariz. The resource area is approximately three kilometres in length and is open in all directions.

The property hosts an early-halo-vein-style porphyry copper deposit with high-grade, near-surface, breccia-hosted mineralization. Both mineralization types form the basis of the current mineral resource estimate (MRE) prepared in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum standards. Copper is the primary commodity, with molybdenum, silver and gold present in varying amounts associated with both types of mineralization.

On May 3, 2023, Faraday announced an updated MRE and preliminary economic assessment for the project, with a technical report titled "Copper Creek Project NI 43-101 Technical Report and Preliminary Economic Assessment" filed on SEDAR+ on June 13, 2023.

With a total of over 257,000 metres of recent and historical drilling and modest past production, significant exploration upside remains. There are over 320 known breccia occurrences mapped at the surface, of which less than 15 per cent have been drill tested and only 17 are included in the 2023 MRE.

The current work program is focused on resource, geotechnical and hydrogeological drilling, environmental data gathering, and stakeholder outreach.

Advisers

TD Securities is engaged as financial adviser to Faraday. McCarthy Tetrault LLP and Dorsey & Whitney LLP are acting as legal counsel to Faraday.

Qualified persons

The scientific and technical information contained in this news release has been reviewed and approved by Faraday's vice-president, geology, Dr. Thomas Bissig, PGeo, and vice-president, technical services, Zach Allwright, PEng, each of whom is considered a qualified person under NI 43-101.

Early warning disclosure

Further to the requirements of NI 62-104, Take-Over Bids and Issuer Bids, and NI 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, BHP will file an early warning report in connection with its participation in the transaction. As of the date of this news release, BHP holds 6.4 million common shares of Faraday, representing approximately 2.2 per cent of the issued and outstanding common shares of Faraday on a non-diluted basis. Assuming the completion of the transaction, BHP is expected to hold a number of shares equal to the aggregate of the common shares of Faraday then held by BHP and that number of common shares of Faraday equivalent to a 30-per-cent interest in the issued and outstanding common shares of Faraday on a fully diluted basis as of the date of closing. Based on 292,698,575 common shares of Faraday issued and outstanding as of the date hereof and assuming no additional common shares or securities exercisable for or convertible for common shares are issued or granted by Faraday pending completion of the transaction, BHP would beneficially hold, directly or indirectly, or exercise control or direction over, 137,959,189 common shares, representing approximately 32.5 per cent of the issued and outstanding common shares of Faraday on a non-diluted basis pro forma the transaction. Pursuant to the terms of the agreement, the value of consideration will be based on the five-day VWAP (volume-weighted average price) of the common shares of Faraday on the Toronto Stock Exchange during the five trading days immediately prior to the closing. A copy of BHP's early warning report will be filed with applicable securities commissions and will be made available under Faraday's profile on SEDAR+.

About Faraday Copper Corp.

Faraday Copper is an exploration company focused on advancing its flagship copper project in Arizona, United States. The Copper Creek project is one of the largest undeveloped copper projects in North America with significant district-scale exploration potential. Faraday has entered into a definitive purchase and sale agreement with a subsidiary of BHP Group for the acquisition of BHP's San Manuel property, adjacent to the Copper Creek project. Faraday is well financed to deliver on its key milestones and benefits from a management team and board of directors with senior mining company experience and expertise. Faraday trades on the TSX under the symbol FDY.

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