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Faraday Copper Shareholders Approve Share Issuance in Connection with the Acquisition of the San Manuel Project

(Moderate)
(Positive)

Faraday Copper (OTCQX:CPPKF, TSX:FDY) reported that shareholders overwhelmingly approved a share issuance resolution required for the previously announced acquisition of the San Manuel project from a wholly owned subsidiary of BHP Group. At the August 25, 2026 special meeting, 188,256,206 common shares were voted, representing 64.32% of issued and outstanding shares, excluding BHP-owned or controlled shares.

The share issuance resolution received b188,209,061 votes for (99.97%)47,145 votes against (0.03%). Faraday stated that the transaction remains subject to customary closing conditions and is expected to close by the end of the third quarter of 2026. The company also confirmed that the Investment Canada Act closing condition has been satisfied for this transaction, which involves acquiring the San Manuel project adjacent to Faraday’s Copper Creek Project in Arizona.

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Positive

  • Share issuance approval received 99.97% votes for (188,209,061) versus 0.03% against
  • Strong turnout with 188,256,206 shares voted, representing 64.32% of eligible shares
  • Investment Canada Act closing condition for the San Manuel acquisition is satisfied
  • San Manuel project to be acquired adjacent to existing Copper Creek Project in Arizona

Negative

  • Share issuance required for the San Manuel transaction implies equity dilution for existing shareholders
  • Transaction closing still subject to customary conditions and only expected by end of Q3 2026

AI-generated analysis. How Rhea-AI works. Not financial advice.

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VANCOUVER, BC / ACCESS Newswire / August 25, 2026 / Faraday Copper Corp. ("Faraday" or the "Company") (TSX:FDY)(OTCQX:CPPKF) is pleased to announce that at the special meeting (the "Meeting") of shareholders of the Company (the "Shareholders") held today, the Shareholders overwhelmingly voted to approve the share issuance resolution (the "Share Issuance Resolution") in connection with the previously announced acquisition of the San Manuel project (the "Transaction") from a wholly owned subsidiary of BHP Group Limited ("BHP").

The Share Issuance Resolution required approval by the affirmative vote of a simple majority of the votes cast at the Meeting by disinterested Shareholders. At the Meeting, 188,256,206 common shares were voted, representing 64.32% of the Company's issued and outstanding common shares (excluding common shares beneficially owned, or over which control or direction is exercised, by BHP or its subsidiaries were not counted in determining whether requisite shareholder approval has been obtained). Detailed results of the Meeting are set out below and filed on SEDAR+ at www.sedarplus.ca.

The voting results for the Share Issuance Resolution are set out below:

Votes For

% Votes For

Votes Against

% Votes Against

Approval of Share Issuance Resolution

188,209,061

99.97%

47,145

0.03%

The Transaction remains subject to certain customary closing conditions and is expected to close by the end of the third quarter of 2026.

Satisfaction of Investment Canada Act Condition

Faraday is also pleased to confirm that the Investment Canada Act closing condition under the Transaction has now been satisfied.

About Faraday Copper

Faraday Copper is an exploration company focused on advancing its flagship copper project in Arizona, U.S. 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 wholly owned subsidiary of BHP Group for the acquisition of BHP's San Manuel Project, adjacent to the Copper Creek Project. Faraday is well-funded 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 TSX under the symbol "FDY".

For additional information please contact:

Stacey Pavlova, CFA
Vice President, Investor Relations & Communications
Faraday Copper Corp.
E-mail: info@faradaycopper.com
Website: www.faradaycopper.com

To receive news releases by e-mail, please register using the Faraday website at www.faradaycopper.com.

Cautionary Note on Forward Looking Statements

Some of the statements in this news release, other than statements of historical fact, are "forward-looking statements" and are based on the opinions and estimates of management as of the date such statements are made and are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements of Faraday to be materially different from those expressed or implied by such forward-looking statements. Forward‑looking statements in this news release include, without limitation, statements relating to the completion and timing of the Transaction and the parties' ability to satisfy the remaining conditions to the closing of the Transaction.

Although Faraday believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially. Accordingly, readers should not place undue reliance on forward-looking statements or information.

Factors that could cause actual results to differ materially from those in forward-looking statements include without limitation: market prices for metals; the conclusions of detailed feasibility and technical analyses; lower than expected grades and quantities of mineral resources; receipt of regulatory approval; receipt of shareholder approval; mining rates and recovery rates; significant capital requirements; price volatility in the spot and forward markets for commodities; fluctuations in rates of exchange; taxation; controls, regulations and political or economic developments in the countries in which Faraday does or may carry on business; the speculative nature of mineral exploration and development, competition; loss of key employees; rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; unexpected delays and costs inherent to consulting and accommodating rights of Indigenous peoples and other groups; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements, including those associated with the Copper Creek property; and uncertainties with respect to any future acquisitions by Faraday. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance or inability to obtain insurance to cover these risks as well as "Risk Factors" included in Faraday's disclosure documents filed on and available at www.sedarplus.ca.

SOURCE: Faraday Copper Corp.



View the original press release on ACCESS Newswire

FAQ

What did Faraday Copper (OTCQX:CPPKF) shareholders approve on August 25, 2026?

Shareholders approved a share issuance resolution needed for Faraday Copper’s acquisition of the San Manuel project. According to Faraday Copper, the resolution relates to issuing shares in connection with the transaction with a wholly owned subsidiary of BHP Group, enabling the deal to progress toward closing.

What were the voting results for Faraday Copper’s share issuance resolution (CPPKF)?

The share issuance resolution received 188,209,061 votes for and 47,145 votes against. According to Faraday Copper, this represented 99.97% in favour and 0.03% against, with 188,256,206 common shares voted, or 64.32% of eligible issued and outstanding shares.

How many Faraday Copper (CPPKF) shares were represented at the August 25, 2026 special meeting?

A total of 188,256,206 common shares were voted at the special meeting. According to Faraday Copper, this represents 64.32% of the company’s issued and outstanding shares, excluding those beneficially owned or controlled by BHP or its subsidiaries from the approval calculation.

What is the status of regulatory conditions for Faraday Copper’s San Manuel acquisition?

Faraday Copper confirmed that the Investment Canada Act closing condition for the San Manuel transaction has been satisfied. According to the company, the acquisition still remains subject to certain customary closing conditions before completion, despite this key regulatory requirement being met.

When is Faraday Copper’s acquisition of the San Manuel project expected to close?

The San Manuel transaction is expected to close by the end of the third quarter of 2026. According to Faraday Copper, completion remains conditional on satisfaction of certain customary closing conditions beyond the already satisfied Investment Canada Act requirement.

Why does Faraday Copper’s share issuance for the San Manuel deal matter for investors?

The approved share issuance enables Faraday Copper to proceed with acquiring the San Manuel project but involves issuing new shares. According to Faraday Copper, this supports strategic expansion near Copper Creek, while investors should recognize that additional equity issuance can dilute existing shareholdings.