Mr. Tom MacNeill reports

GETTY COPPER ANNOUNCES SIGNING OF AMALGAMATION AGREEMENT AND CONCURRENT FINANCING

Getty Copper Inc., further to its news release dated Aug. 6, 2025, is proceeding with the acquisition of 1390120 B.C. Ltd. (Numberco) and has entered into a definitive agreement for the amalgamation of Numberco with its wholly owned subsidiary, 1560326 B.C. Ltd., and the concurrent financing described below.

Under the terms of the amalgamation agreement: (i) all of the 65 million issued and outstanding shares of Numberco will be transferred to the subsidiary, in exchange for common shares of Getty on a one-for-one basis; (ii) all of the two million outstanding warrants of Numberco, exercisable at 7.5 cents, will be exchanged for warrants of Getty on the same terms; and (iii) all of the 6.5 million outstanding options of Numberco, exercisable at five cents per share, will be exchanged for equivalent options of Getty. The securities to be issued to the shareholders of Numberco will be subject to the escrow requirements of the TSX Venture Exchange.

As less than the current number of outstanding shares of Getty will be issued to the shareholders of Numberco, the transactions will not be a reverse takeover under the policies of the TSX-V, but the amalgamation will be a reviewable transaction and the concurrent financing will require TSX-V approval.

Completion of the transactions is subject to the following: (i) the approval of the TSX-V; (ii) completion of not less than $12-million of the concurrent financing; and (iii) other customary closing conditions. The proceeds of the concurrent financing will be used to retire all of Getty's existing indebtedness (approximately $3.7-million), continue development on the Getty mineral properties and for general corporate purposes.

Following completion of the transactions, the board of directors of Getty will consist of five members. The board representatives of Numberco will be Charles Funk (chairman) and Mahesh Liyanage, and the board representatives of Getty will be Tom MacNeill and Brent Lepinski. A fifth director will be agreed to by Getty and Numberco. Mr. MacNeill will continue as CEO of Getty. The new directors bring valuable mining company experience to Getty. The following are brief profiles of the proposed incoming directors.

Charles Funk, chairman

Mr. Funk is the founder and chief executive officer of Heliostar Metals Ltd., a Canadian-based gold development company. A geologist by training, Mr. Funk brings 19 years of experience in company management, business development and mineral exploration. He has contributed to raising over $250-million in capital over the past six years, and has held technical and leadership roles at companies, including Newcrest Mining Ltd., OZ Minerals Ltd., Vizsla Silver Corp. and Heliostar. Mr. Funk played a leading role in the discoveries of the Khamsin copper deposit in Australia and the Panuco gold-silver deposit in Mexico. Under his leadership, Heliostar has evolved from a junior developer into a multiasset gold producer, with a 500-per-cent increase in share price over the past two years. He holds degrees in space science and earth science (honours).

Mahesh Liyanage, director

Mr. Liyanage is the chief financial officer of Vizsla Silver, a silver-gold exploration and development company listed on the NYSE American and the Toronto Stock Exchange, with a globally significant asset in Mexico. A chartered professional accountant with over 22 years of experience, Mr. Liyanage specializes in Canadian public company financial reporting and regulatory compliance, mergers and acquisitions, spinoffs, treasury management, and Canadian and U.S. tax compliance. His previous roles include chief financial officer of Orogen Royalties Inc. (acquired by Triple Flag Precious Metals Corp. for approximately $305-million) and chief financial officer of Heliostar.

Shareholder approval of the transactions is not required for the following reasons:

1. The Canada Business Corporations Act does not require an amalgamation of a subsidiary to be approved by shareholders of the parent company.
2. The transactions will not result in a change of control or change of business as defined in TSX-V policies.
3. The transactions are at arm's length.
4. No new control persons will be created.

Numberco holds the Dot property, which is also in the Highland Valley. Significant prior exploration work has been completed on the Dot property.

Getty management determined to proceed with the transactions for a number of reasons, including:

1. The addition of the Dot property to the Getty's portfolio of Highland Valley holdings;
2. The addition of needed experienced mining management to the board of directors of Getty;
3. The fact that the concurrent financing will allow Getty to resolve all of its corporate indebtedness and advance the development of its Highland Valley properties.

Concurrent financing

Numberco has entered into an engagement letter with Clarus Securities Inc. for a brokered private placement financing of up to 125 million subscription receipts at a price of 12 cents per subscription receipt for aggregate gross proceeds of $15-million. Clarus and Velocity Capital Partners will act as co-lead agents on behalf of a syndicate of agents in respect of the concurrent financing.

It is expected that, to accommodate registered accounts, some subscription receipts will be offered directly by Getty pursuant to the concurrent financing. Upon satisfaction of the escrow release conditions, including all conditions precedent to the transactions being satisfied, each subscription receipt will automatically convert into one common share of Getty. Should the escrow release conditions not be satisfied within six months of the closing date of the concurrent financing, the subscription receipts will be cancelled and all proceeds from the sale of the subscription receipts, including interest, if any, will be returned to the subscribers.

As compensation for the services provided in connection with the concurrent financing, the agents will receive a cash commission equal to 6 per cent of the gross proceeds from the concurrent financing. As additional compensation, on the closing of the concurrent financing, Getty will issue to the agents non-transferable broker warrants equal to a number of common shares equal to 6 per cent of the number of subscription receipts sold pursuant to the concurrent financing. Subject to receipt of regulatory approval, each broker warrant will be exercisable to acquire one common share of Getty at an exercise price of 12 cents for a period of 12 months following the closing date.

A copy of the amalgamation agreement will be filed on Getty's SEDAR+ profile.

We seek Safe Harbor.