CopperCorp Announces the Sale of the Skyline Copper-Gold Project

CopperCorp would retain exposure through Bubalus shares and royalties while directing its exploration focus to AMC.

Rhea-AI Summary

CopperCorp Resources (CPCPF) signed a binding agreement to sell its Skyline Copper-Gold Project for A$3 million in initial consideration, subject to adjustment. Bubalus Resources subsidiary Skyline Copper Exploration will acquire 100% of the project from CopperCorp subsidiary Georgina Resources. Consideration comprises A$1 million cash and A$2 million in Bubalus shares, with CopperCorp's group expected to hold approximately 19.95% after completion.

A further A$1.5 million is contingent on a qualifying resource containing at least 200,000 tonnes of copper equivalent within five years of completion. CopperCorp will retain royalties of 0.5% over EL16/2018 and 2.0% over other project licences, subject to partial buyback rights. Closing requires funding and shareholder and regulatory approvals. CopperCorp plans to focus on AMC and expects Jasper Hills drilling before year-end, partially co-funded by a Tasmanian Government grant initiative.

8 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 9 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.A$3 million initial consideration, subject to adjustment, comprises A$1 million cash and A$2 million in Bubalus shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Approximately 19.95% expected Bubalus ownership preserves CopperCorp's equity exposure following the sale.
• Minor point. Forward-looking: it has not happened yet and may not happen.A$1.5 million contingent payment requires a qualifying measured/indicated resource containing at least 200,000 tonnes copper equivalent within five years of completion.
• Minor point. Forward-looking: it has not happened yet and may not happen.Retained royalties provide 0.5% over EL16/2018 and 2.0% over each other Skyline licence.
• Minor point. Forward-looking: it has not happened yet and may not happen.Board nomination right continues while CopperCorp's group holds at least 10% of Bubalus, subject to shareholder election.

3 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.AMC exploration focus will receive CopperCorp's capital and technical attention following the transaction.
• Minor point. Forward-looking: it has not happened yet and may not happen.Jasper Hills drilling is expected before year-end, partially co-funded by a Tasmanian Government exploration drilling grant initiative.
• Minor point. Forward-looking: it has not happened yet and may not happen.Optional bridge funding up to A$150,000 may support tenement upkeep and transaction costs at Bubalus's election.

Negative

• Moderate pointClosing remains conditional on Bubalus raising approximately A$2.835 million or demonstrating sufficient closing funds to the vendor's reasonable satisfaction.
• Minor pointRequired approvals remain pending from both companies' shareholders, TSXV and Mineral Resources Tasmania for licence transfers.
• Minor point. Forward-looking: it has not happened yet and may not happen.Consideration-share escrow leaves 25% unrestricted at closing; further 25% portions unlock after three, six and nine months.
• Minor point. Forward-looking: it has not happened yet and may not happen.Additional Bubalus shares may be replaced with cash at A$0.07 each under legal, approval or voting-power restrictions.
• Minor pointRoyalty buyback rights allow removal of 1.0 percentage point on other licences and all 0.5% on EL16/2018 for US$1.0 million.

4 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Finder's fee of 7% of transaction value is payable in cash and shares, subject to TSXV acceptance.
• Minor point. Forward-looking: it has not happened yet and may not happen.Optional bridge loan carries 10% annual interest, is guaranteed by CopperCorp and reduces closing cash by principal and accrued interest.
• Minor point. Forward-looking: it has not happened yet and may not happen.Bridge repayment after termination would require outstanding principal and interest within 90 days.
• Minor pointCopperCorp guarantees Georgina Resources' obligations under the sale agreement.

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Vancouver, British Columbia--(Newsfile Corp. - October 26, 2026) - CopperCorp Resources Inc. (TSXV: CPER) (OTCQB: CPCPF) ("CopperCorp" or the "Company") is pleased to announce that it has entered into a binding tenement sale agreement (the "Agreement") between its wholly-owned subsidiary Georgina Resources Pty Ltd, Bubalus Resources Limited (ASX: BUS) ("Bubalus") and Skyline Copper Exploration Pty Ltd, a wholly-owned subsidiary of Bubalus, dated 25 October 2026, pursuant to which Skyline Copper Exploration Pty Ltd will acquire a 100% interest in the Skyline Copper-Gold Project (the "Project" or "Skyline"), located in western Tasmania, Australia, for A$3 million in initial cash and share consideration, subject to adjustment under the Agreement, plus a contingent A$1.5 million milestone payment and a net smelter return royalty (the "Transaction"). CopperCorp has guaranteed the obligations of Georgina Resources Pty Ltd under the Agreement, and Bubalus has guaranteed the obligations of Skyline Copper Exploration Pty Ltd.

Highlights:

• The Skyline Project is a district-scale copper exploration project which comprises five granted exploration licences covering an area of approximately 494 square kilometers located in the Mount Read Volcanics of West Tasmania.

• The CopperCorp group will receive A$3 million in initial cash and share consideration, subject to adjustment under the Agreement, comprising a A$1.0 million cash payment and Consideration Shares representing approximately 19.95% of Bubalus, plus a contingent A$1.5 million milestone payment and a net smelter return royalty of 0.5% over EL16/2018 and 2.0% over each other Project licence, subject to the right of the purchaser to buy back 1.0 percentage point of that royalty over each licence other than EL16/2018 and the entire 0.5% royalty over EL16/2018, for US$1.0 million.

• A contingent milestone payment of A$1.5 million, payable in cash or Bubalus shares at the election of Bubalus, on the definition of a JORC-compliant Measured and/or Indicated Mineral Resource containing at least 200,000 tonnes of contained copper equivalent at Skyline, satisfying the milestone requirements under the Agreement, within five years of completion.

• Bubalus has planned a A$2.5 million first-year exploration program at Skyline, including approximately 4,000 metres of diamond drilling at the Jukes and Hydes prospects.

• As a result of the Transaction, the CopperCorp group will be a significant shareholder of Bubalus (expected to hold approximately 19.95% of the issued shares post Transaction, calculated in accordance with the Agreement) and will be entitled to nominate one non-executive director to the board of Bubalus, subject to election by Bubalus shareholders in accordance with the ASX Listing Rules.

• The Skyline Project will add copper exposure to the existing multi-commodity mineral exploration portfolio of Bubalus.

• The Transaction allows CopperCorp to focus its capital and technical team on the Company's 100% owned AMC base metal project (which includes the Jasper Hills base and precious metals prospect).

Steve Swatton, President and CEO of CopperCorp, commented:

"The announced sale of the Skyline Project to Bubalus provides CopperCorp shareholders with return on the Skyline Project while maintaining direct exposure to ongoing exploration success through the CopperCorp group's expected approximately 19.95% shareholding in Bubalus.

Bubalus have a strong exploration team and are committed to moving the Skyline project forward with approximately 4,000 metres of drilling planned in 2026/27. With Skyline in the hands of a well-funded, dedicated partner, we can now focus on our 626 km² portfolio across the AMC and Jasper Hills belts, and we expect to begin drilling at Jasper Hills before the end of the year. We look forward to building a cooperative working relationship with the Bubalus team."

Brendan Borg, Managing Director of Bubalus, commented:

"We are excited to build on the substantial work CopperCorp has completed at Skyline. The structure of the transaction gives CopperCorp meaningful ongoing exposure to Skyline's success through its shareholding in Bubalus and its royalty interest, which creates strong alignment between both groups. We look forward to working closely with Steve Swatton and the CopperCorp team as we prepare to drill at Jukes and Hydes."

Key Transaction Terms

• Under the terms of the Agreement, Georgina Resources Pty Ltd is vending a 100% interest in the Skyline Copper-Gold Project to Skyline Copper Exploration Pty Ltd, a wholly-owned subsidiary of Bubalus and an independent arm's-length purchaser. The Transaction is an arm's-length disposition as none of the directors, officers, or control persons of CopperCorp have any interest in Bubalus, and the Transaction does not constitute a related party transaction under Multilateral Instrument 61-101.

The Project will be acquired in exchange for the following consideration:

• A cash payment of A$1.0 million, inclusive of the A$100,000 exclusivity payment already received by CopperCorp and of any amount outstanding under the bridge loan referred to below.

• The issuance to Georgina Resources Pty Ltd, or as it directs under the Agreement, of 28,571,429 fully paid ordinary shares of Bubalus at a deemed price of A$0.07 per share, valued at A$2.0 million (the "Consideration Shares"), together with any additional Consideration Shares required for the CopperCorp group to hold at least 19.95% of Bubalus, calculated in accordance with the Agreement and subject to its applicable issue restrictions and cash alternative provisions. The Consideration Shares will be subject to voluntary escrow, with 25% unrestricted at closing and further 25% portions becoming unrestricted at three, six and nine months after closing.

• Where additional Consideration Shares cannot lawfully be issued at closing, required approvals have not been obtained or their issue would result in any Vendor Group Member and its associates having voting power in Bubalus of 20% or more, Bubalus may, subject to complying with its approval obligations under the Agreement, pay Georgina Resources Pty Ltd, or as it directs, A$0.07 for each additional share not issued.

• A contingent milestone payment of A$1.5 million, payable in cash or Bubalus shares at the election of Bubalus, upon the definition of a JORC-compliant Measured and/or Indicated Mineral Resource containing at least 200,000 tonnes of copper equivalent, satisfying the milestone requirements under the Agreement, within five years of completion.

• The grant to Georgina Resources Pty Ltd of a net smelter return royalty of 0.5% over EL16/2018 and 2.0% over each other Project licence (the "Royalty"), reflecting the existing 1.5% royalty over EL16/2018. Under the Royalty Deed, the purchaser may, by notice given on or before 1 January 2032, elect to buy back 1.0 percentage point of the Royalty over each licence other than EL16/2018 and the entire 0.5% Royalty over EL16/2018, for US$1.0 million.

Board Nomination and Technical Transition

For so long as the CopperCorp group holds at least a 10% equity interest in Bubalus, it will have the right to nominate one non-executive director to the Bubalus board, subject to the Corporations Act, the ASX Listing Rules and the constitution of Bubalus, including election by Bubalus shareholders at the next annual general meeting. Steve Swatton, President and CEO of CopperCorp, will act as a technical consultant to Bubalus for an initial six-month period to support continuity of the exploration program, and key members of the Tasmanian exploration team of CopperCorp are expected to be retained by Bubalus.

Transaction Completion

Completion of the Transaction is subject to customary closing conditions, including:

• Bubalus completing a capital raising of approximately A$2.835 million, or Bubalus otherwise demonstrating to the reasonable satisfaction of the Vendor that it has sufficient funds available to meet the cash consideration and its other obligations at closing;

• acceptance of the TSX Venture Exchange ("TSXV") and approval of the licence transfers by Mineral Resources Tasmania;

• approval by Bubalus shareholders of the issuance of the Consideration Shares; and

• approval by CopperCorp shareholders of the Transaction, as required by the TSXV.

The Transaction constitutes an arm's-length transaction for the Company under the policies of the TSXV.

About the Skyline Project

The Skyline Copper-Gold Project comprises five exploration licences covering approximately 494 km² along the eastern margin of the Cambrian Mount Read Volcanics in western Tasmania, approximately 10 km from Queenstown and the Mt Lyell copper-gold mine, which Sibanye-Stillwater approved for restart in September 2026. The Project covers approximately 80 km of prospective strike in a district that hosts the Rosebery, Hellyer, Renison and Henty mines, with established road access and nearby hydro-electric power. The most advanced prospect, Jukes, is a drill-confirmed copper-gold system that remains open along strike and at depth, with intercepts including 132.0 m @ 0.35% Cu and 0.19 g/t Au from 72 m (JDD001) and 50.0 m @ 0.66% Cu and 0.27 g/t Au from 498 m (JDD002W1). At Hydes, continuous surface channel sampling returned 24 m @ 0.74% Cu and 0.36 g/t Au above coincident gravity and magnetic anomalies that have not been effectively drill tested. Both prospects have work program approvals in place, and the Project hosts a broader pipeline of earlier-stage targets, including South Darwin, Dora, Garfield and Linda.

Future exploration at AMC and Jasper Hills

Following completion of the Transaction, the Company's portfolio will comprise approximately 626 km² across two geologically distinct metalliferous zones within the AMC Project. The two areas are:

• AMC (Alpine) which hosts Cu-Co-Au in an IOCG setting (and includes the previously drilled Alpine prospect)

• AMC (Jasper Hills), a younger VMS style geological district which also contains significant precious metal potential

Over the past six months, the Company has advanced a pipeline of untested drill targets in both zones.

Drilling is expected to begin at the fully permitted Jasper Hills prospect before the end the year, partially co-funded by a Tasmanian Government exploration drilling grant initiative.

Figure 1: Regional location map showing the Skyline and AMC Projects with advanced / high-priority prospects.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8950/321031_dcfe8d2fa48cda1f_002full.jpg

Figure 2: Regional geology, target zones and prospects within the AMC Project

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/8950/321031_dcfe8d2fa48cda1f_003full.jpg

Qualified Person

Tim Callaghan, a member of the Australian Institute of Geoscientists is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical information contained in this news release.

Finder's Fee

In connection with the Transaction, the Company has agreed to pay a finder's fee to an arm's-length party comprising a total of 7% of the transaction value in cash and shares payable upon receipt of completion of the signed agreement. The finder's fee is subject to TSXV acceptance.

Bridge Loan

Under the Agreement, Bubalus may, at its sole election, lend Georgina Resources Pty Ltd up to A$150,000 on an unsecured basis, guaranteed by CopperCorp. Georgina Resources Pty Ltd must use the loan to keep the Skyline Project tenements in good standing, to meet outgoings and expenditure conditions on the tenements, and to pay its reasonable transaction costs. Interest accrues at 10% per annum, calculated daily from the date of each advance, and is payable on repayment. Upon closing of the Transaction, the outstanding principal and accrued interest, calculated as at closing, will be deducted from the A$1,000,000 cash consideration payable to Georgina Resources Pty Ltd, and the loan will be treated as repaid in full. If the Agreement is terminated, Georgina Resources Pty Ltd must repay all outstanding principal and interest within 90 days after termination. Georgina Resources Pty Ltd may repay the loan early at any time without penalty.

Legal Advisers

CopperCorp was advised by Blake, Cassels & Graydon LLP as Canadian legal counsel and Peloton Legal as Australian legal counsel in connection with the Transaction.

About Bubalus Resources

Bubalus Resources Limited (ASX: BUS) is a Perth-based, ASX-listed exploration company. Following completion of the Transaction, its portfolio will comprise the Skyline Copper-Gold Project in western Tasmania together with its existing projects in Victoria (held under option), the Northern Territory and Western Australia.

About CopperCorp Resources

CopperCorp Resources Inc. (TSXV: CPER) (OTCQB: CPCPF) is a mineral exploration company focused on copper-gold exploration in western Tasmania, Australia. The Company is headquartered in Vancouver, British Columbia, with a field office and core facility in Zeehan, Tasmania.

On Behalf of the Board of Directors,
COPPERCORP RESOURCES INC.

Steve Swatton
President, CEO & Director

For further information, please contact:
Steve Swatton
Suite 550, 800 West Pender Street, Vancouver, BC, V6C 2V6
Telephone: +1 604 970-8032
Email: stephen@coppercorpinc.com
Website: www.coppercorpinc.com

Cautionary Statement Regarding Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable Canadian securities laws, including statements regarding the completion and timing of the Transaction; the receipt of regulatory, TSXV and shareholder approvals; the completion of the Bubalus capital raising; the potential receipt of the milestone payment and royalty payments; the exploration plans and budget of Bubalus at Skyline; and the Company's planned drilling at Jasper Hills. Forward-looking information is based on management's current expectations and assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including the failure to satisfy closing conditions, changes in market conditions, exploration results and the availability of financing. Readers are cautioned not to place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except as required by applicable securities laws.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) 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/321031

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will CopperCorp receive for selling the Skyline Copper-Gold Project?

CopperCorp's group will receive A$3 million in initial cash and share consideration, subject to adjustment, plus a contingent milestone payment and royalties. Initial consideration comprises A$1.0 million cash and 28,571,429 Bubalus shares at a deemed A$0.07 each, valued at A$2.0 million, with additional shares subject to the agreement's ownership provisions.

What triggers CopperCorp's A$1.5 million Skyline milestone payment?

The A$1.5 million payment requires a JORC-compliant Measured and/or Indicated Mineral Resource containing at least 200,000 tonnes of copper equivalent, satisfying the agreement's milestone requirements, within five years of completion. Bubalus may elect to pay in cash or Bubalus shares.

When can CopperCorp sell its Bubalus consideration shares?

25% of the consideration shares are unrestricted at closing, with further 25% portions becoming unrestricted three, six and nine months after closing. The remaining shares are subject to voluntary escrow until their respective release dates.

How does the Skyline bridge loan affect CopperCorp's cash proceeds?

Any outstanding bridge-loan principal and accrued interest will be deducted from the A$1,000,000 cash consideration at closing, and the loan will then be treated as fully repaid. Bubalus may lend up to A$150,000 at its sole election. Interest accrues at 10% per annum, calculated daily; early repayment carries no penalty.

How long does Bubalus have to buy back part of CopperCorp's Skyline royalties?

Bubalus's purchasing subsidiary may give notice on or before 1 January 2032 to exercise the US$1.0 million royalty buyback. It covers 1.0 percentage point of the royalty over each licence other than EL16/2018 and the entire 0.5% royalty over EL16/2018.