Three Valley Copper Corp. Announces Extension of Loan Agreement

Rhea-AI Summary

Three Valley Copper Corp. (TSXV: TVC) has announced the extension of its secured convertible promissory note with Selma House LLC. The maturity date has been extended from July 24, 2025, to July 24, 2026. The promissory note, with a maximum value of USD$1,000,000, carries a 10% annual interest rate and is secured against all of Selma's assets.

Currently, Selma has drawn USD$800,000 in principal. The Company maintains the right to convert the outstanding principal into a 47.2% ownership interest in Selma. The transaction is classified as an Arm's Length Transaction, with no Non-Arm's Length Parties having any direct or indirect interest in Selma.

Positive

• Secured loan with 10% annual interest rate provides steady income
• Option to convert loan into 47.2% ownership stake in Selma offers potential equity upside
• Loan is secured against all of Selma's assets as senior secured debt
• Extension provides additional time for loan repayment or strategic decisions

Negative

• USD$800,000 exposure to single borrower represents concentration risk
• Extended maturity date delays potential return of principal
• Real estate market exposure through Selma's assets could pose risk in market downturn

Toronto, Ontario--(Newsfile Corp. - September 23, 2025) - Three Valley Copper Corp. (TSXV: TVC) (the "Company") is pleased to announce, further to its press release dated July 24, 2025, that it has formally extended the maturity date of the secured convertible promissory note dated July 25, 2023 (the "Promissory Note") from Selma House LLC ("Selma") to July 24, 2026.

Background

As previously disclosed in the Company's press releases dated June 23, 2025 and July 24, 2025, the Company made a loan to Selma, an arm's length company in the business of providing private credit, for an aggregate amount of up to USD$1,000,000 pursuant to the terms of the Promissory Note, which was originally to become due and payable on July 24, 2024 (the "Maturity Date"). The Maturity Date was subsequently extended for one year to July 24, 2025.

The Company announced on July 24, 2025 that it had agreed to forbear from exercising its rights under the Promissory Note, and that it would seek to formally extend the Maturity Date upon completion of its change of business from a mining issuer to an investment issuer. The Company accordingly confirms that the Maturity Date has been extended for a further year to July 24, 2026. The principal amount under the Promissory Note bears an interest rate of 10% per annum, calculated monthly. The Promissory Note is secured against all assets of Selma (which consist primarily of real estate assets and receivables) and represents the sole senior secured debt of such company. The Company has the right to convert, at any time, the outstanding principal amount of the Promissory Note into a 47.2% ownership interest in Selma.

As of today's date, Selma has drawn down a total of USD$800,000 in principal against the Promissory Note.

Regulatory Considerations

The Promissory Note constitutes an Arm's Length Transactions (as such term is defined in Policy 1.1 of the TSXV). No Non-Arm's Length Parties of the Company (as such term is defined in Policy 1.1 of the TSXV) have any direct or indirect interest in, or relationship with Selma, nor are they insiders of Selma.

For Further Information:

Mark Pajak
Chairman, Chief Executive Officer and Director
Tel.: 540 762 2788
Email: mark@winchesterequitycorporation.com

Forward-Looking Statements

This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends", "expects" and similar expressions, which are intended to identify forward-looking statements.

These forward-looking statements are based on certain assumptions that the Company has made in respect thereof as at the date of this press release.

Although the Company believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, there can be no assurance that these expectations, factors and assumptions will prove to be correct. These forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties including, but not limited to regulatory approvals, changes in general economic, competitive, business, political and social conditions, including changes in the financial markets; the impact of competitive entities and pricing; the ability to access various sources of debt and equity capital on favourable terms; changes in applicable laws and regulations and costs associated therewith; actions by governmental or regulatory authorities and costs associated therewith; and certain other risks detailed in the Company's continuous disclosure, a copy of which is available on SEDAR+ at www.sedarplus.ca. Accordingly, readers should not place undue reliance on the forward-looking statements contained in this press release.

This list of risk factors should not be construed as exhaustive. Readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. The forward-looking statements contained in this document speak only as of the date of this document. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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/267621

FAQ

What are the terms of Three Valley Copper's (TVCCF) loan extension with Selma House?

The loan maturity date has been extended to July 24, 2026, with a 10% annual interest rate on the principal amount of up to USD$1,000,000.

How much has Selma House drawn from the TVCCF promissory note?

Selma House has drawn down USD$800,000 in principal against the promissory note.

What conversion rights does Three Valley Copper have in the Selma House loan?

Three Valley Copper has the right to convert the outstanding principal amount into a 47.2% ownership interest in Selma House at any time.

Is the Three Valley Copper loan to Selma House secured?

Yes, the loan is secured against all assets of Selma House, which primarily consist of real estate assets and receivables, and represents their sole senior secured debt.

When was the original maturity date of TVCCF's loan to Selma House?

The original maturity date was July 24, 2024, which was first extended to July 24, 2025, and now further extended to July 24, 2026.