Three Valley Copper Corp. Announces Short-Term Forbearance of Loan Agreement

Rhea-AI Summary

Three Valley Copper Corp. (TSXV: TVC.H) has announced a 30-day forbearance on its secured convertible promissory note from Selma House LLC. The note, originally maturing on July 24, 2025, is expected to be extended to July 24, 2026, pending TSXV approval of the company's proposed change from a mining to an investment issuer.

The promissory note, worth up to USD$1,000,000, carries a 10% annual interest rate with USD$93,333 in interest received for the year ending July 24, 2025. Currently, Selma has drawn USD$800,000 in principal. The note is secured against Selma's assets and includes a conversion right for a 47.2% ownership stake in Selma.

Positive

• None.

Negative

• Loan maturity extension dependent on TSXV approval of business change
• Significant exposure to single borrower with USD$800,000 drawn down
• Pending regulatory approval creates uncertainty for business transition

Toronto, Ontario--(Newsfile Corp. - July 24, 2025) - Three Valley Copper Corp. (TSXV: TVC.H) (the "Company") announces, further to its press release dated June 23, 2025, that it has agreed to forbear for a period of thirty (30) days from exercising its rights under the secured convertible promissory note (the "Promissory Note") from Selma House LLC ("Selma") maturing on July 24, 2025. The Company intends to extend the maturity date of the loan to July 24, 2026, however such extension is subject to acceptance by the TSX Venture Exchange (the "TSXV") of the Company's proposed change of business from a mining issuer to an investment issuer under TSXV Policy 5.2 - Changes of Business and Reverse Takeovers (as announced on June 23, 2025), and reactivation from the NEX Board to TSXV Tier 2, and, accordingly, the short-term forbearance provides time for the Company to seek to complete its change of business.

Background

As previously disclosed in the Company's press release dated June 23, 2025, the Company made a loan to Selma House LLC, 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.

The principal amount under the Promissory Note bears an interest rate of 10% per annum, calculated monthly and payable upon maturity. USD $93,333 of interest has been received by the Company in respect of the twelve months ending July 24, 2025. 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.

The Promissory Note constitutes an Arm's Length Transaction (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 regarding, among other things the continued evaluation and review of transaction opportunities by the Company.

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/259941

FAQ

What is the current status of Three Valley Copper's (TVCCF) loan agreement with Selma House LLC?

Three Valley Copper has agreed to a 30-day forbearance on its USD$1,000,000 secured convertible promissory note from Selma House LLC, which was originally due on July 24, 2025. Currently, USD$800,000 has been drawn down from the loan.

What are the key terms of TVCCF's promissory note with Selma House LLC?

The promissory note has a 10% annual interest rate, with USD$93,333 in interest received for the year ending July 24, 2025. It includes conversion rights for a 47.2% ownership stake in Selma and is secured against all of Selma's assets.

Why is Three Valley Copper (TVCCF) seeking to extend the loan maturity date?

The company is seeking to extend the maturity date to July 24, 2026, pending TSXV approval of its proposed change of business from a mining issuer to an investment issuer and reactivation from NEX Board to TSXV Tier 2.

How much interest has Three Valley Copper (TVCCF) received from the Selma House loan?

The company has received USD$93,333 in interest payments for the twelve months ending July 24, 2025, representing the 10% annual interest rate on the loan.

What security does Three Valley Copper (TVCCF) hold for the Selma House loan?

The promissory note is secured against all assets of Selma House LLC, which primarily consist of real estate assets and receivables, and represents the sole senior secured debt of the company.