Gunnison Copper Announces Completion of Nebari Credit Agreement Amendment

Rhea-AI Summary

Gunnison Copper Corp (GCUMF) has successfully completed a Second Amended and Restated Credit Agreement (Second ARCA) with Nebari Natural Resources Credit Fund I LP. The agreement modifies the previous First ARCA dated December 22, 2021, introducing key changes including:

• Suspension of principal amortization from February 1, 2025, to January 1, 2026
• Potential conversion of up to US$6.25 million of principal to equity at US$0.2097 per share
• Mechanism for principal repayment through proceeds from 48C tax credits sale
• Potential maturity date extension through refinancing

The amendments required several conditions, including Toronto Stock Exchange approval, Greenstone Resources L.P. and Triple Flag approval, deferral of convertible debenture interest payments, and commencement of a Gunnison Project optimization work program. All conditions have been met.

Positive

• Principal amortization suspension provides short-term debt relief
• Potential debt reduction through US$6.25M equity conversion option
• Additional flexibility in debt repayment through 48C tax credits sale
• Possibility of extended maturity date through refinancing

Negative

• Potential shareholder dilution from US$6.25M debt-to-equity conversion
• Company requires debt restructuring indicating possible financial stress
• Deferral of interest payments on convertible debentures suggests cash flow constraints

Phoenix, Arizona--(Newsfile Corp. - April 24, 2025) - Gunnison Copper Corp. (TSX: GCU) (OTCQB: GCUMF) (FSE: 3XS0) ("Gunnison") is pleased to announce that Gunnison, Gunnison's wholly-owned subsidiary Excelsior Mining Arizona, Inc. dba Gunnison Copper ("Gunnison Arizona") and Nebari Natural Resources Credit Fund I LP ("Nebari") have entered into to a Second Amended and Restated Credit Agreement (the "Second ARCA"). The Second ARCA encompasses certain amendments to the First Amended and Restated Credit Agreement dated December 22, 2021 (the "First ARCA") that were announced on March 3, 2025. The amendments provide for, amongst other matters, a suspension of principal amortization from February 1, 2025 until January 1, 2026, provide for potential partial conversion to equity of up to US$6.25 million of the principal amount at a price equal to US$0.2097 (converted from Cdn$0.30), and provide for a mechanism to repay a portion of the principal amount of the Second ARCA with proceeds to be received from sale of the previously announced 48C tax credits and through a potential refinancing process provide for an extension of the maturity date.

The Amendments were subject to certain conditions including conditional approval of the Toronto Stock Exchange, approval from Greenstone Resources L.P. ("Greenstone") and Triple Flag, deferral of interest payments due under convertible debentures due to Greenstone and Triple Flag, certain agreements between Nebari and Triple Flag agreement and commencement of a work program by Gunnison to optimize certain opportunities identified in the preliminary economic assessment for the Gunnison Project. All of these conditions have now been satisfied.

Nebari is at arm's length to the Company. There are no commissions or finders' fees payable in connection with the transactions discussed in this news release.

ABOUT GUNNISON COPPER

Gunnison Copper Corp. is a multi-asset pure-play copper developer and producer that controls the Cochise Mining District (the district), containing 12 known deposits within an 8 km economic radius, in the Southern Arizona Copper Belt.

Its flagship asset, the Gunnison Copper Project, has a measured and indicated mineral resource containing over 831 million tons with a total copper grade of 0.31% (measured mineral resource of 191.3 million tons at 0.37% and indicated mineral resource of 640.2 million tons at 0.29%), and a preliminary economic assessment ("PEA") yielding robust economics including an NPV8% of $1.3Billion, IRR of 20.9%, and payback period of 4.1 years. It is being developed as a conventional operation with open pit mining, heap leach, and SX/EW refinery to produce finished copper cathode on-site with direct rail link.

The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

In addition, Gunnison's Johnson Camp Asset, which is under construction with first copper production expected in mid 2025, is fully funded by Nuton LLC, a Rio Tinto Venture, with a production capacity of up to 25 million lbs of finished copper cathode annually.

Other significant deposits controlled by Gunnison in the district, with potential to be economic satellite feeder deposits for Gunnison Project infrastructure, include Strong and Harris, South Star, and eight other deposits.

For additional information on the Gunnison Project please refer to the Company's technical report entitled "Gunnison Project NI 43-101 Technical Report Preliminary Economic Assessment" dated effective November 1, 2024 and available on SEDAR+ at www.sedarplus.ca.

Dr. Stephen Twyerould, Fellow of AUSIMM, President and CEO of the Company is a Qualified Person as defined by NI 43-101. Mr. Twyerould has reviewed and is responsible for the technical information contained in this news release.

For more information on Gunnison, please visit our website at www.GunnisonCopper.com

For further information regarding this press release, please contact:

Gunnison Copper Corp.
Concord Place, Suite 300, 2999 North 44^th Street, Phoenix, AZ, 85018

Shawn Westcott
T: 604.365.6681
E: info@GunnisonCopper.com
www.GunnisonCopper.com

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" concerning anticipated developments and events that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, statements with respect to: (i) the intention to deploy the Nuton® technology at the Johnson Camp mine and future production therefrom; (ii) the continued funding of the stage 2 work program by Nuton; (iii) the details and expected results of the stage two work program; (iv) future production and production capacity from the Company's mineral projects; (v) the results of the preliminary economic assessment on the Gunnison Project; (vi) the exploration and development of the Company's mineral projects; and (vii) the satisfaction of final conditions and receipt of 48C tax credits.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, Nuton will continue to fund the stage 2 work program, the availability of financing to continue as a going concern and implement the Company's operational plans, the allocation of the 48C tax credits between the Company and Nuton, the satisfaction of the requirements set forth in Section 48C of the Internal Revenue Code, the estimation of mineral resources, the realization of resource and reserve estimates, , copper and other metal prices, the timing and amount of future development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs (including the price of acid), the availability of labour, material and acid supply, receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to the Company not obtaining adequate financing to continue operations, Nuton failing to continue to fund the stage 2 work program, the failure to satisfy the requirements set forth in Section 48C of the Internal Revenue Code, 100% of the 48C tax credits may be allocated to repay capital expenditures for the Johnson Camp mine, the breach of debt covenants, risks inherent in the construction and operation of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not be sustained at the Gunnison Copper Project, risks related to the delay in approval of work plans, variations in mineral resources and reserves, grade or recovery rates, risks relating to the ability to access infrastructure, risks relating to changes in copper and other commodity prices and the worldwide demand for and supply of copper and related products, risks related to increased competition in the market for copper and related products, risks related to current global financial conditions, risks related to current global financial conditions on the Company's business, uncertainties inherent in the estimation of mineral resources, access and supply risks, risks related to the ability to access acid supply on commercially reasonable terms, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the construction or mining process, regulatory risks including the risk that permits may not be obtained in a timely fashion or at all, financing, capitalization and liquidity risks, risks related to disputes concerning property titles and interests, environmental risks and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/249596

FAQ

What are the key terms of Gunnison Copper's (GCUMF) Second ARCA with Nebari?

The key terms include principal amortization suspension until January 2026, potential conversion of US$6.25M to equity at US$0.2097 per share, and provisions for repayment through 48C tax credits sale proceeds.

How long is the principal amortization suspended for GCUMF under the new credit agreement?

The principal amortization is suspended for 11 months, from February 1, 2025, until January 1, 2026.

What is the conversion price for Gunnison Copper's (GCUMF) debt to equity option?

The conversion price is US$0.2097 per share, converted from CAD$0.30, for up to US$6.25 million of the principal amount.

What conditions did GCUMF need to meet for the Second ARCA amendments?

Conditions included Toronto Stock Exchange approval, Greenstone and Triple Flag approval, deferral of convertible debenture interest payments, and starting a Gunnison Project optimization work program.