Bell Copper Announces Date of Its Annual and Special General Meeting, Matters for Shareholder Approval and Grant of Stock Options

Rhea-AI Summary

Bell Copper (OTCQB: BCUFF) has scheduled its annual and special general meeting for August 27, 2026 at 10:30 a.m. Pacific Time, to be held in Vancouver and via live video, with a record date of July 15, 2026.

Shareholders will be asked to fix the board size, elect directors, re-appoint the auditor, and approve updates to the Fixed Stock Option Plan, including permitting net option exercise, U.S. tax language, housekeeping amendments, and increasing shares reserved under the plan from 23,809,847 to 28,952,072. According to Bell Copper, disinterested shareholders will also vote on allowing Crescat Portfolio Management to become a new control person if its $2,052,000 convertible debentures and 25,650,000 warrants are converted or exercised above 20% ownership. The company has granted 5,222,225 stock options at $0.20, vesting immediately for five years, subject to ratification at the ASGM.

Positive

• Stock option pool expanded from 23,809,847 to 28,952,072 shares, increasing equity incentive capacity
• 5,222,225 new options granted at $0.20, five-year term, to directors, officers and consultants

Negative

• Option plan reserve increase and new grants may enlarge potential share overhang versus current outstanding shares
• Crescat may exceed 20% ownership if debentures convert or warrants are exercised, concentrating control

News Market Reaction – BCUFF

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In the Jul 14 session, BCUFF gained 11.65%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Vancouver, British Columbia--(Newsfile Corp. - July 14, 2026) - Bell Copper Corporation (TSXV: BCU) (OTCQB: BCUFF) ("Bell Copper" or the "Company") announces it has set the date for its annual and special general meeting of shareholders ("ASGM") for Thursday August 27, 2026 at 10:30am Pacific Time. The ASGM will be held at Suite 2700, 1133 Melville Street, Vancouver, BC V6E 4E5 and by way of live video. The management information circular in connection with the ASGM, and other proxy-related materials, will be mailed to shareholders of the Company and will also become available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at https://www.bellcopper.net, once mailed to shareholders. The record date of the Meeting is July 15, 2026.

At the ASGM, Shareholders will be asked to set the number of directors, elect directors for the ensuing year, re-appoint the auditor of the Company and approve an update to its current Fixed Stock Option Plan (the "Plan") which provides for minor changes which including permitting the net exercise of options, including language to address certain tax matters for U.S. optionees, and certain other housekeeping amendments, as well as increase the number of shares reserved for issuance under the Plan from 23,809,847 to 28,952,072 shares.

As disclosed in the Company's news release dated May 14, 2026, Crescat Portfolio Management and certain of its related parties (collectively, "Crescat") subscribed for $2,052,000 convertible debentures ("Debentures") with the principal sum of each Debenture being convertible, in whole or in part and at the option of the holder, into common shares of the Company. The Debentures are accompanied by 25,650,000 detachable share purchase warrants ("Warrants"). At the ASGM, the Company will also seek shareholder approval by ordinary resolution of disinterested shareholders to approve Crescat becoming a new "control person" of the Company, if Crescat elects to convert any of the Debentures or exercises any of the Warrants which results in their shareholdings being over 20% of the Company's issued share capital.

The Company also announces the grant of a total of 5,222,225 incentive stock options under its 2026 Stock Option Plan to directors, officers and consultants of the Company, exercisable at a price of $0.20. The options vest immediately and shall be exercisable for a period of five years from the date of grant. Such grant of options shall be subject to ratification by shareholders at the Company's upcoming ASGM to allow insiders as a group holding in aggregate, inclusive of their prior options, a total number of options at the time of grant, which exceeded 10% of the total number of then issued and outstanding shares on a non-diluted basis.

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

For further information, please contact the Company
Tel: 1 800 418 8250
Email: info@bellcopper.net

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/305078

FAQ

When is Bell Copper's 2026 annual and special general meeting for BCUFF shareholders?

Bell Copper’s 2026 annual and special general meeting is scheduled for August 27, 2026 at 10:30 a.m. Pacific Time. According to Bell Copper, it will be held at Suite 2700, 1133 Melville Street, Vancouver, and simultaneously by live video.

What will Bell Copper (BCUFF) shareholders vote on at the August 27, 2026 ASGM?

Shareholders will vote to set the number of directors, elect directors, and re-appoint the auditor. According to Bell Copper, they will also vote on updating the Fixed Stock Option Plan and approving Crescat as a potential new control person.

How is Bell Copper changing its Fixed Stock Option Plan in 2026 for BCUFF?

Bell Copper plans to update its Fixed Stock Option Plan by permitting net option exercise and adding U.S. tax language. According to Bell Copper, it also proposes housekeeping amendments and increasing reserved shares from 23,809,847 to 28,952,072.

What does Crescat becoming a control person mean for Bell Copper (OTCQB: BCUFF)?

Bell Copper will seek approval for Crescat to become a new control person if its debentures or warrants push ownership above 20%. According to Bell Copper, this relates to $2,052,000 convertible debentures and 25,650,000 detachable warrants.

What stock options did Bell Copper grant in 2026 and at what price?

Bell Copper granted 5,222,225 incentive stock options under its 2026 plan, exercisable at $0.20 per share. According to Bell Copper, the options vest immediately, have a five-year term, and are subject to shareholder ratification at the upcoming ASGM.

What is the record date for voting at Bell Copper's 2026 ASGM for BCUFF?

The record date for determining Bell Copper shareholders entitled to vote at the 2026 ASGM is July 15, 2026. According to Bell Copper, proxy materials and the circular will be mailed and posted on SEDAR+ and the company website.