Bell Copper Announces Non-Brokered Convertible Debenture Financing with Crescat Capital LLC

Core Viewpoint - Bell Copper Corporation has announced a non-brokered financing of $2,052,000 through secured convertible debentures, arranged by Crescat Portfolio Management LLC, aimed at supporting its exploration efforts at the Big Sandy Porphyry Copper Project [1][8]. Financing Details - The financing involves the issuance of secured convertible debentures with a principal sum convertible into common shares at C$0.06 per share for the first year and C$0.10 thereafter, valid for five years [2]. - The debentures will bear an interest rate of 10% per annum, compounded annually, with no prepayment privileges [3]. - Accompanying the debentures are 34,200,000 detachable common share purchase warrants, allowing the purchase of shares at C$0.15 each for five years [4]. Conversion and Shareholder Approval - Holders of the debentures can convert accrued interest into shares at the last closing price before conversion notice, subject to TSX Venture Exchange approval [5]. - The company must call a shareholder meeting within 75 days of Crescat's request to seek approval for the creation of a new Control Person [5]. Put Right and Security Agreement - Debenture holders have a put right to require the company to repay the principal plus accrued interest after the second anniversary of issuance [6]. - The debentures will be secured by a general security agreement over all of Bell's personal property, ensuring Crescat's priority in case of default [7]. Use of Proceeds - Funds raised will be allocated to ongoing drilling and exploration at the Big Sandy Porphyry Copper Project and for general working capital [8]. Related-Party Transaction - The purchase of debentures by Crescat is classified as a related-party transaction but is exempt from formal valuation and minority approval requirements, as it does not exceed 25% of the company's market capitalization [9]. Company Overview - Bell Copper is focused on the exploration and discovery of large copper deposits in Arizona, particularly at the Big Sandy and Perseverance Porphyry Copper Projects [13].