15:44:09 EDT Fri 31 Jul 2026
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Faraday Copper Corp
Symbol FDY
Shares Issued 292,448,575
Close 2026-07-30 C$ 5.56
Market Cap C$ 1,626,014,077
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Faraday files circular for BHP San Manuel acquisition

2026-07-31 11:46 ET - News Release

Ms. Stacey Pavlova reports

FARADAY COPPER FILES MANAGEMENT INFORMATION CIRCULAR FOR SPECIAL MEETING OF SHAREHOLDERS IN CONNECTION WITH ITS ACQUISITION OF BHP'S SAN MANUEL PROPERTY

Faraday Copper Corp. has filed its management information circular and related proxy materials to Faraday shareholders in connection with the special meeting of shareholders to be held virtually at 9 a.m. Pacific Time on Aug. 25, 2026. The meeting is intended to approve an ordinary resolution approving the issuance of Faraday common shares to a wholly owned subsidiary of BHP Group Ltd. as consideration for the previously announced transaction whereby Faraday will acquire from BHP the San Manuel property, adjacent to Faraday's Copper Creek project, in Arizona, United States. The meeting materials are mailed to shareholders of record as of July 20, 2026, and can also be accessed on Faraday's website and its SEDAR+ profile.

Faraday's board of directors unanimously recommends that Faraday shareholders vote their common shares for the share issuance resolution.

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.

Board of directors' recommendation

The board of directors of Faraday unanimously recommends that Faraday shareholders vote in favour of the share issuance resolution.

TD Securities Inc. 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.

Shareholder meeting

Faraday will hold the meeting on Aug. 25, 2026, at 9 a.m. Pacific Time to seek approval of the transaction, the details of which are set forth in the circular. The meeting will be held virtually via live webcast.

Record date and proxy voting deadline

If you were a shareholder of record on July 20, 2026, you are eligible to vote at the meeting. The deadline for shareholders to vote in advance of the meeting is 9 a.m. Pacific Time on Friday, Aug. 21, 2026. Shareholders holding Faraday common shares through an intermediary may have an earlier deadline by which the intermediary must receive voting instructions. Shareholders that hold Faraday common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should follow the instructions provided by the intermediary. Faraday shareholders eligible to vote at the meeting will receive a copy of the circular, accompanied by a form of proxy or voting instruction form, and can access the meeting materials.

How to vote

Vote on-line:  please visit the Investor Vote website to vote on-line

Vote by phone:  please call 1-866-742-8683 to vote by phone

Vote by mail:  please send proxy materials to 320 Bay St., 14th floor, Toronto, Ont., M5H 4A6

Circular

As set out in the circular, at the meeting, Faraday shareholders will be asked to consider, and if deemed advisable, pass the share issuance resolution. Approval of the share issuance resolution will require the affirmative vote of a simple majority of the votes cast by disinterested Faraday shareholders at the meeting.

Upon completion of the transaction, as consideration, Faraday will issue to a wholly owned subsidiary of BHP common shares of Faraday equivalent to a 30-per-cent interest in the issued and outstanding Faraday common shares on a fully diluted basis immediately following closing of the transaction.

Mailing of the circular and related meeting materials has commenced and shareholders of Faraday should expect to receive them shortly. The meeting materials as well as additional information regarding San Manuel and the transaction, including a technical report on San Manuel prepared by independent qualified persons in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects, are available on Faraday's website and its issuer profile on SEDAR+.

Shareholder questions and assistance

If you have any questions or require more information with respect to the meeting or the procedures for voting at the meeting, please contact Computershare Investor Services Inc. by e-mail at corporateactions@computershare.com. Alternatively, please call Computershare Investor Services toll-free at 1-800-564-6253 (toll-free within North America) or 1-514-982-7555 (outside of North America).

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 are considered a qualified person under National Instrument 43-101.

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 Toronto Stock Exchange under the symbol FDY.

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