Mr. Paul Harbidge reports

FARADAY COPPER SIGNS LETTER OF INTENT 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 non-binding letter of intent with a wholly owned subsidiary of BHP Group Ltd. in respect of a proposed transaction whereby Faraday would acquire from BHP the San Manuel property, adjacent to Faraday's Copper Creek project, located in Arizona, United States.

Under the terms of the LOI, Faraday and BHP will negotiate and, subject to obtaining all necessary approvals, enter into a definitive purchase and sale agreement containing customary terms and conditions for a transaction of this nature, whereby Faraday would acquire 100 per cent of San Manuel. As consideration for the proposed transaction, Faraday would 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. In addition, BHP will be granted customary investor rights provided it maintains a minimum shareholding requirement. Closing of the proposed transaction will be governed by the terms of the definitive purchase and sale agreement and is expected by the end of the third quarter of 2026.

Paul Harbidge, president and chief executive officer of Faraday, commented: "This agreement provides the opportunity for a transformative acquisition as it looks to consolidate two adjacent and complementary assets in the heart of the Arizona copper corridor at a time when sourcing of critical minerals within the USA is essential. The combined project has the potential to become a multigenerational copper district delivering made-in-America copper while providing significant economic opportunities to the local communities. This would allow for the optimization of infrastructure and minimized environmental footprint compared to each project advancing independently. I am delighted for the opportunity to have BHP join Faraday as a strategic investor."

Catherine Raw, chief development officer of BHP, commented: "BHP looks forward to working with Faraday to create a pathway to bring on additional U.S. copper supply to the market. This would support the U.S. objective of greater copper supply chain resilience as well as economic development in the Pinal county region."

Strategic rationale:

• Significant resource potential -- the combined project would have the potential to become a multigenerational copper district delivering made-in-America copper;
• Accelerates pathway to production: opportunity to leverage 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 -- the proximity of Copper Creek and San Manuel allows for the potential to leverage existing infrastructure and for future facilities to be shared between the projects, reducing 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 shareholder: BHP to join the Lundin Group as a strategic shareholder of Faraday to deliver U.S. copper supply through a consolidated district.

Terms of the non-binding letter of intent

The LOI contemplates that, on the closing of the proposed transaction, BHP would 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, and Faraday would assume all of BHP's liabilities, including all environmental and closure liabilities, related to San Manuel and issue the consideration to BHP. Faraday would also agree to certain operational and other postclosing covenants covering international industry, environment and stakeholder engagement standards.

The proposed transaction would be effected pursuant to a definitive purchase and sale agreement to be negotiated between the parties. The definitive purchase and sale agreement is expected to contain other representations, warranties, covenants and conditions (including receipt of any required regulatory approvals and the approval of the Toronto Stock Exchange and Faraday shareholders of the issuance of the consideration) as are customary for a transaction of this nature. The TSX has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

The LOI further contemplates that, concurrently with the closing, Faraday and BHP would enter into, among other things, an investor rights agreement, providing BHP with board nomination rights, financing participation rights and registration rights as well as imposing transfer restrictions, standstill obligations and voting alignment obligations on BHP on customary terms.

The LOI provides for a six-month period of reciprocal exclusivity between BHP and Faraday to pursue the proposed transaction, during which period the parties will each complete their confirmatory due diligence and negotiate a definitive purchase and sale agreement and other definitive transaction documentation in respect of the proposed transaction.

Under the LOI, BHP has agreed to, for a period of 24 months following execution of the LOI (the financing participation term), to subscribe for 30 per cent of any Faraday equity raise, up to a maximum aggregate subscription amount of $20-million (U.S.) over the financing participation term or such other lower amount as consented to by Faraday, in each case on terms (including as to use of proceeds) reasonably acceptable to BHP. Any securities acquired by BHP in any such equity raise will be subject to a 12-month lock-up on customary terms.

Closing of the proposed transaction will be governed by the terms of a definitive purchase and sale agreement and will be subject to Faraday shareholder approval. Closing is expected by the end of the third quarter of 2026.

Other than with respect to exclusivity, the financing participation and certain other related matters, the LOI is non-binding and there can be no assurance that the proposed transaction will be completed as proposed or at all. Entering into of a definitive purchase and sale agreement is subject to the completion of due diligence and the negotiation of the definitive agreement and other final documentation.

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. 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 resource and 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 appoximately 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 (PEA) 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 has have been drill tested and only 17 are included in the 2023 MRE.

The current work program is focused on 40,000 metres of diamond drilling, environmental data gathering and stakeholder outreach.

Advisers

TD Securities Inc. 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, exploration, Dr. Thomas Bissig, PGeo, and vice-president, projects and evaluations, Zach Allwright, PEng, who are considered qualified persons under NI 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 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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