{"success":true,"data":{"pressRelease":{"id":"35712","rtpr_id":"nNFC9JrNKr","ticker":"BCU","exchange":"","all_tickers":["BCU"],"title":"Bell Copper Announces Closing of Non-Brokered Convertible Debenture Financing with Crescat Capital LLC","author":"Newsfile Corp","published_at":"2026-05-14T20:15:20.359Z","article_body":"Vancouver, British Columbia--(Newsfile Corp. - May 14, 2026) - Bell Copper\nCorporation (TSXV: BCU) (OTCQB: BCUFF) (\"Bell Copper\" or the \"Company\") is\npleased to announce that, further to its news releases of March 6 and March\n25, 2026 regarding the non-brokered financing (\"Financing\") of $2,052,000\nsecured 10% convertible debentures (the \"Debentures\") subscribed for by\nCrescat Portfolio Management LLC (\"Crescat\") and certain of its related\nparties, the Company has received final TSX Venture Exchange (\"TSX-V\")\nacceptance of the Financing and has closed the Financing.\n\nFunds raised from the Financing will be used for the ongoing drilling and\nexploration program at the Company's 100% owned Big Sandy Porphyry Copper\nProject and for general working capital.\n\nThe principal sum of each Debenture is convertible, in whole or in part and at\nthe option of the holder, into common shares of the Company (\"Shares\") until\nMay 14, 2031 (the \"Maturity Date\"), at a price of C$0.08 per Share until May\n14, 2027 and thereafter at a price of $0.10 per Share. The Debentures bear\ninterest at a rate of 10% per annum compounded and calculated annually and,\nsubject to conversion into Shares, payable on the earlier of the Maturity Date\nand the Put Date (as defined below). There are no prepayment privileges under\nthe Debentures.\n\nThe Debentures are accompanied by 25,650,000 detachable Share purchase\nwarrants (the \"Warrants\"). Each Warrant entitles the holder to purchase, until\nMay 14, 2031, one Share at an exercise price of C$0.13 per Share.\n\nThe securities issued by the Company in the Financing are subject to a\nstatutory hold period which expires on September 15, 2026, in addition to any\nresale requirements under applicable U.S. Securities Laws.\n\nThe certificates representing the Debentures and the Warrants contain blocker\nprovisions prohibiting the conversion of the Debentures or the exercise of\nWarrants if such exercise or conversion would have the effect of creating a\nnew Control Person (as defined in the policies of the TSX-V) of the Company,\nunless certain conditions, including receipt of disinterested shareholder\napproval and TSX-V approval of such conversion, have been satisfied (the\n\"Blocker Provision\"). Upon the request of a holder of Debentures, the Company\nshall be required to call a meeting of its shareholders, to be held within 75\ndays of such request, to seek disinterested shareholder approval to the\ncreation of a new Control Person in connection with any proposed conversion of\nDebentures or exercise of Warrants that would be prohibited by the Blocker\nProvision.\n\nIf all or some of the principal sum of the Debentures is converted into\nShares, the holder of the Debenture shall also have the right to convert into\nShares the interest accrued on such principal sum, at a price per Share equal\nto the last closing price of the Shares before the day on which the holder\ngives notice of such conversion to the Company, provided that any such\nconversion shall be subject to acceptance of the TSX-V.\n\nPursuant to the terms of the Debentures, each holder has a put right allowing\nit, in its sole discretion exercisable on not less than 10 days' notice on or\nafter May 14, 2028, to require the Company to repay all or part of the\noutstanding principal sum plus accrued interest on a specified date (the \"Put\nDate\").\n\nRepayment of the Debentures is secured by a General Security Agreement and\nother related security documents granted in favour of the Crescat, as agent\nfor the holders of the Debentures, which grant Crescat, as agent, a security\ninterest in all of the present and after acquired personal property of the\nCompany and its subsidiaries. In the event of a default under the terms of a\nDebenture, Crescat will, subject to certain limitations, be entitled to\nenforce its security over these assets.\n\nThe purchase of the Debentures by Crescat and its related parties is\nconsidered to be a related-party transaction under Multilateral Instrument\n61-101 – Protection of Minority Security Holders in Special Transactions\n(\"MI 61-101\") as Crescat is an insider of the Company. The Company is relying\non exemptions from the formal valuation and minority shareholder approval\nrequirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the\nvalue of the securities issued under the Financing does not exceed 25% of the\nCompany's market capitalization. The Board of Directors of the Company\napproved the Financing after disclosure to the Board of Directors of the\nrelated party element of the transaction. In connection with the Financing,\nCrescat and its related parties entered into a standard form subscription\nagreement with the Company containing those terms described in this news\nrelease and other customary terms for a private placement of the nature of the\nFinancing, as well as customary security documentation to implement the\nsecurity for the Debentures. In the event that Crescat, or any of its related\nparties, were to convert the Debentures held by it or them, or exercise the\nwarrants held by it or them, and shareholders of the Company were to approve\nCrescat becoming a \"control person\" of the Company, Crescat could materially\nincrease its shareholdings in the Company (and could hold more than 20% of the\nissued and outstanding shares of the Company following any such conversion or\nexercise).\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and may not be offered or sold\nwithin the United States except in compliance with the registration\nrequirements of the U.S. Securities Act and applicable state securities laws\nor pursuant to available exemptions therefrom.\n\nFor further information, please contact the Company:\nTel: 1 800 418 8250\nEmail: info@bellcopper.net\n\nAbout Bell Copper\n\nBell Copper is a mineral exploration company focused on the identification,\nexploration and discovery of large copper deposits located in Arizona. Bell\nCopper is exploring its 100% owned Big Sandy Porphyry Copper Project and the\nPerseverance Porphyry Copper Project which is under a Joint Venture.\n\nOn behalf of the Board of Directors of\nBell Copper Corporation\n\n\"Timothy Marsh\"\nTimothy Marsh, President, CEO & Director\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nForward-Looking Statements\nThis news release includes \"forward-looking statements\" and \"forward-looking\ninformation\" within the meaning of Canadian securities legislation. All\nstatements included in this news release, other than statements of historical\nfact, are forward-looking statements. Forward-looking statements include\npredictions, projections and forecasts and are often, but not always,\nidentified by the use of words such as \"anticipate\", \"believe\", \"plan\",\n\"estimate\", \"expect\", \"potential\", \"target\", \"budget\" and \"intend\" and\nstatements that an event or result \"may\", \"will\", \"should\", \"could\" or \"might\"\noccur or be achieved and other similar expressions and includes the negatives\nthereof.\n\nForward-looking statements in this news release include, but are not limited\nto, statements with respect to the expectations of management regarding the\nFinancing, including the use of proposed proceeds therefrom. Forward-looking\nstatements are based on a number of assumptions and estimates that, while\nconsidered reasonable by management based on the business and markets in which\nBell Copper operates, are inherently subject to significant operational,\neconomic, and competitive uncertainties, risks and contingencies. There can be\nno assurance that such statements will prove to be accurate and actual\nresults, and future events could differ materially from those anticipated in\nsuch statements. Important factors that could cause actual results to differ\nmaterially from the Company's expectations include: the Company may default on\nthe repayment terms of the Debentures and Crescat may exercise its security\nresulting in a loss of the Company's assets; that the proceeds of the\nFinancing may not be used as stated in this news release; actual exploration\nresults, interpretation of metallurgical characteristics of the\nmineralization, changes in project parameters as plans continue to be refined,\nfuture metal prices, availability of capital and financing on acceptable\nterms, general economic, market or business conditions, uninsured risks,\nregulatory changes, delays or inability to receive required approvals, and\nother exploration or other risks detailed herein and from time to time in the\nfilings made by the Company with securities regulators, including those\ndescribed in the Company's most recently filed MD&A. The Company does not\nundertake to update or revise any forward-looking statements, except in\naccordance with applicable law.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/297534","article_body_html":"","raw_payload":{"data":{"id":"nNFC9JrNKr","title":"Bell Copper Announces Closing of Non-Brokered Convertible Debenture Financing with Crescat Capital LLC","author":"Newsfile Corp","ticker":"BCU","created":"2026-05-14T20:15:20.359Z","tickers":["BCU"],"exchange":"","article_body":"Vancouver, British Columbia--(Newsfile Corp. - May 14, 2026) - Bell Copper\nCorporation (TSXV: BCU) (OTCQB: BCUFF) (\"Bell Copper\" or the \"Company\") is\npleased to announce that, further to its news releases of March 6 and March\n25, 2026 regarding the non-brokered financing (\"Financing\") of $2,052,000\nsecured 10% convertible debentures (the \"Debentures\") subscribed for by\nCrescat Portfolio Management LLC (\"Crescat\") and certain of its related\nparties, the Company has received final TSX Venture Exchange (\"TSX-V\")\nacceptance of the Financing and has closed the Financing.\n\nFunds raised from the Financing will be used for the ongoing drilling and\nexploration program at the Company's 100% owned Big Sandy Porphyry Copper\nProject and for general working capital.\n\nThe principal sum of each Debenture is convertible, in whole or in part and at\nthe option of the holder, into common shares of the Company (\"Shares\") until\nMay 14, 2031 (the \"Maturity Date\"), at a price of C$0.08 per Share until May\n14, 2027 and thereafter at a price of $0.10 per Share. The Debentures bear\ninterest at a rate of 10% per annum compounded and calculated annually and,\nsubject to conversion into Shares, payable on the earlier of the Maturity Date\nand the Put Date (as defined below). There are no prepayment privileges under\nthe Debentures.\n\nThe Debentures are accompanied by 25,650,000 detachable Share purchase\nwarrants (the \"Warrants\"). Each Warrant entitles the holder to purchase, until\nMay 14, 2031, one Share at an exercise price of C$0.13 per Share.\n\nThe securities issued by the Company in the Financing are subject to a\nstatutory hold period which expires on September 15, 2026, in addition to any\nresale requirements under applicable U.S. Securities Laws.\n\nThe certificates representing the Debentures and the Warrants contain blocker\nprovisions prohibiting the conversion of the Debentures or the exercise of\nWarrants if such exercise or conversion would have the effect of creating a\nnew Control Person (as defined in the policies of the TSX-V) of the Company,\nunless certain conditions, including receipt of disinterested shareholder\napproval and TSX-V approval of such conversion, have been satisfied (the\n\"Blocker Provision\"). Upon the request of a holder of Debentures, the Company\nshall be required to call a meeting of its shareholders, to be held within 75\ndays of such request, to seek disinterested shareholder approval to the\ncreation of a new Control Person in connection with any proposed conversion of\nDebentures or exercise of Warrants that would be prohibited by the Blocker\nProvision.\n\nIf all or some of the principal sum of the Debentures is converted into\nShares, the holder of the Debenture shall also have the right to convert into\nShares the interest accrued on such principal sum, at a price per Share equal\nto the last closing price of the Shares before the day on which the holder\ngives notice of such conversion to the Company, provided that any such\nconversion shall be subject to acceptance of the TSX-V.\n\nPursuant to the terms of the Debentures, each holder has a put right allowing\nit, in its sole discretion exercisable on not less than 10 days' notice on or\nafter May 14, 2028, to require the Company to repay all or part of the\noutstanding principal sum plus accrued interest on a specified date (the \"Put\nDate\").\n\nRepayment of the Debentures is secured by a General Security Agreement and\nother related security documents granted in favour of the Crescat, as agent\nfor the holders of the Debentures, which grant Crescat, as agent, a security\ninterest in all of the present and after acquired personal property of the\nCompany and its subsidiaries. In the event of a default under the terms of a\nDebenture, Crescat will, subject to certain limitations, be entitled to\nenforce its security over these assets.\n\nThe purchase of the Debentures by Crescat and its related parties is\nconsidered to be a related-party transaction under Multilateral Instrument\n61-101 – Protection of Minority Security Holders in Special Transactions\n(\"MI 61-101\") as Crescat is an insider of the Company. The Company is relying\non exemptions from the formal valuation and minority shareholder approval\nrequirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the\nvalue of the securities issued under the Financing does not exceed 25% of the\nCompany's market capitalization. The Board of Directors of the Company\napproved the Financing after disclosure to the Board of Directors of the\nrelated party element of the transaction. In connection with the Financing,\nCrescat and its related parties entered into a standard form subscription\nagreement with the Company containing those terms described in this news\nrelease and other customary terms for a private placement of the nature of the\nFinancing, as well as customary security documentation to implement the\nsecurity for the Debentures. In the event that Crescat, or any of its related\nparties, were to convert the Debentures held by it or them, or exercise the\nwarrants held by it or them, and shareholders of the Company were to approve\nCrescat becoming a \"control person\" of the Company, Crescat could materially\nincrease its shareholdings in the Company (and could hold more than 20% of the\nissued and outstanding shares of the Company following any such conversion or\nexercise).\n\nThe securities described herein have not been, and will not be, registered\nunder the United States Securities Act of 1933, as amended (the \"U.S.\nSecurities Act\"), or any state securities laws, and may not be offered or sold\nwithin the United States except in compliance with the registration\nrequirements of the U.S. Securities Act and applicable state securities laws\nor pursuant to available exemptions therefrom.\n\nFor further information, please contact the Company:\nTel: 1 800 418 8250\nEmail: info@bellcopper.net\n\nAbout Bell Copper\n\nBell Copper is a mineral exploration company focused on the identification,\nexploration and discovery of large copper deposits located in Arizona. Bell\nCopper is exploring its 100% owned Big Sandy Porphyry Copper Project and the\nPerseverance Porphyry Copper Project which is under a Joint Venture.\n\nOn behalf of the Board of Directors of\nBell Copper Corporation\n\n\"Timothy Marsh\"\nTimothy Marsh, President, CEO & Director\n\nNeither the TSX Venture Exchange nor its Regulation Services Provider (as that\nterm is defined in the policies of the TSX Venture Exchange) accepts\nresponsibility for the adequacy or accuracy of this release.\n\nForward-Looking Statements\nThis news release includes \"forward-looking statements\" and \"forward-looking\ninformation\" within the meaning of Canadian securities legislation. All\nstatements included in this news release, other than statements of historical\nfact, are forward-looking statements. Forward-looking statements include\npredictions, projections and forecasts and are often, but not always,\nidentified by the use of words such as \"anticipate\", \"believe\", \"plan\",\n\"estimate\", \"expect\", \"potential\", \"target\", \"budget\" and \"intend\" and\nstatements that an event or result \"may\", \"will\", \"should\", \"could\" or \"might\"\noccur or be achieved and other similar expressions and includes the negatives\nthereof.\n\nForward-looking statements in this news release include, but are not limited\nto, statements with respect to the expectations of management regarding the\nFinancing, including the use of proposed proceeds therefrom. Forward-looking\nstatements are based on a number of assumptions and estimates that, while\nconsidered reasonable by management based on the business and markets in which\nBell Copper operates, are inherently subject to significant operational,\neconomic, and competitive uncertainties, risks and contingencies. There can be\nno assurance that such statements will prove to be accurate and actual\nresults, and future events could differ materially from those anticipated in\nsuch statements. Important factors that could cause actual results to differ\nmaterially from the Company's expectations include: the Company may default on\nthe repayment terms of the Debentures and Crescat may exercise its security\nresulting in a loss of the Company's assets; that the proceeds of the\nFinancing may not be used as stated in this news release; actual exploration\nresults, interpretation of metallurgical characteristics of the\nmineralization, changes in project parameters as plans continue to be refined,\nfuture metal prices, availability of capital and financing on acceptable\nterms, general economic, market or business conditions, uninsured risks,\nregulatory changes, delays or inability to receive required approvals, and\nother exploration or other risks detailed herein and from time to time in the\nfilings made by the Company with securities regulators, including those\ndescribed in the Company's most recently filed MD&A. The Company does not\nundertake to update or revise any forward-looking statements, except in\naccordance with applicable law.\n\nNOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION\nIN THE UNITED STATES\n\n\nTo view the source version of this press release, please visit\nhttps://www.newsfilecorp.com/release/297534"},"type":"article","timestamp":"2026-05-14T20:15:20.429581428Z","server_sent_at_ms":1778789720429},"received_at":"2026-05-14T20:15:20.493Z","source_url":"https://www.newsfilecorp.com/release/297534"},"analysis":{"id":"25157","press_release_id":"35712","analysis_json":{"industry":{"label":"Metals & Mining","sector":"Materials"},"redFlags":["Convertible debentures priced at C$0.08 likely represent significant dilution if current share price is higher","Financing is a related-party transaction with an insider (Crescat)","Blocker provisions require shareholder approval for conversion if it results in a change of control","High interest rate (10%) indicates higher cost of capital"],"eventType":"debt_offering","narrative":"Bell Copper closed a $2.05 million non-brokered financing of secured 10% convertible debentures with Crescat Portfolio Management LLC, an insider of the company.\n\nThe debentures are convertible into common shares at C$0.08 until May 2027 and $0.10 thereafter, accompanied by 25.65 million warrants exercisable at C$0.13.\n\nProceeds will fund drilling at the Big Sandy Porphyry Copper Project and general working capital, with blocker provisions preventing conversion if it creates a new control person without shareholder approval.","sentiment":"bearish","agentHooks":{"shouldPost":false,"suggestedAngle":"Junior miner raises $2M via dilutive convertible debt with insider; watch for share price pressure."},"keyFigures":{"dealValueUsd":2052000,"customDimensions":{"put_date":"May 14, 2028","interest_rate":"10%","maturity_date":"May 14, 2031","warrant_count":25650000,"conversion_price_later":"$0.10","warrant_exercise_price":"C$0.13","conversion_price_initial":"C$0.08"}},"quotedText":"Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of large copper deposits located in Arizona.","namedEntities":{"people":[{"name":"Timothy Marsh","role":"President, CEO & Director"}],"products":["Big Sandy Porphyry Copper Project","Perseverance Porphyry Copper Project"],"companies":[{"name":"Bell Copper Corporation","ticker":"BCU","relationship":"filer"},{"name":"Crescat Portfolio Management LLC","relationship":"investor/insider"},{"name":"TSX Venture Exchange","relationship":"exchange"}],"dollarAmounts":[{"amount":"$2,052,000","context":"financing amount"},{"amount":"C$0.08","context":"initial conversion price per share"},{"amount":"$0.10","context":"subsequent conversion price per share"},{"amount":"C$0.13","context":"warrant exercise price per share"}]},"materialImpact":{"score":3,"reasoning":"The company closed a $2.05M convertible debenture financing with a 10% interest rate and warrants. While the amount is modest, the terms are dilutive (conversion price C$0.08 is likely below current market price for a TSX-V junior miner) and involve a related party (insider) with blocker provisions, signaling capital constraints and potential future dilution."},"tickerRelevance":{"others":[],"primary":"BCU"},"globalImportance":15,"audienceRelevance":10,"eventTypeSecondary":["dilution"],"importanceComponents":{"tickerTier":"micro-cap","eventGravity":"routine financing","sectorWeight":"commodities","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"event_type":"debt_offering","event_type_secondary":["dilution"],"sentiment":"bearish","material_impact_score":3,"narrative":"Bell Copper closed a $2.05 million non-brokered financing of secured 10% convertible debentures with Crescat Portfolio Management LLC, an insider of the company.\n\nThe debentures are convertible into common shares at C$0.08 until May 2027 and $0.10 thereafter, accompanied by 25.65 million warrants exercisable at C$0.13.\n\nProceeds will fund drilling at the Big Sandy Porphyry Copper Project and general working capital, with blocker provisions preventing conversion if it creates a new control person without shareholder approval.","key_figures":{"dealValueUsd":2052000,"customDimensions":{"put_date":"May 14, 2028","interest_rate":"10%","maturity_date":"May 14, 2031","warrant_count":25650000,"conversion_price_later":"$0.10","warrant_exercise_price":"C$0.13","conversion_price_initial":"C$0.08"}},"named_entities":{"people":[{"name":"Timothy Marsh","role":"President, CEO & Director"}],"products":["Big Sandy Porphyry Copper Project","Perseverance Porphyry Copper Project"],"companies":[{"name":"Bell Copper Corporation","ticker":"BCU","relationship":"filer"},{"name":"Crescat Portfolio Management LLC","relationship":"investor/insider"},{"name":"TSX Venture Exchange","relationship":"exchange"}],"dollarAmounts":[{"amount":"$2,052,000","context":"financing amount"},{"amount":"C$0.08","context":"initial conversion price per share"},{"amount":"$0.10","context":"subsequent conversion price per share"},{"amount":"C$0.13","context":"warrant exercise price per share"}]},"model_name":"qwen3_6_27b_awq","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-05-14T20:38:37.688Z","global_importance":15,"audience_relevance":10,"importance_components":{"tickerTier":"micro-cap","eventGravity":"routine financing","sectorWeight":"commodities","householdBrandBoost":0,"marketCapAdjustment":"low","retailFavoriteBoost":0}},"durationMs":64603,"modelName":"george-droid-qwen-72b"}}