VANCOUVER, BC — January 13, 2026 — Leads & Copy — Alta Copper Corp. (TSX:ATCU)(OTCQX:ATCUF)(BVL:ATCU) is addressing shareholder questions about the arrangement with Fortescue Ltd and its subsidiary Nascent Exploration Pty Ltd, where Nascent will acquire all outstanding Alta Copper shares not already held by them. According to the terms, Alta Copper shareholders will receive C$1.40 per share, option holders will get C$1.40 less the exercise price per share, and holders of deferred/restricted share units will receive C$1.40 per underlying share.
The Board of Directors of Alta Copper has recommended that Alta Copper Shareholders approve the Transaction because it gives Alta Copper Shareholders the following benefits:
The purchase price represents a 50% premium to the 30-day volume-weighted average trading price of C$0.94 per share for the period ended December 12, 2025, and a 100% premium to the 30-day volume-weighted average trading price of C$0.70 per share for the period ended November 7, 2025.
The Purchase Price exceeds Alta Copper’s 10-year high share price, providing immediate value at a level not achieved in the public markets over the past decade.
The all-cash Purchase Price provides immediate, full liquidity at a premium price. Alta Copper Shares have historically traded with limited liquidity, restricting Alta Copper Shareholders’ ability to exit their investment or realize meaningful value through market sales.
Alta Copper requires financing to progress community engagement, permitting activities and technical studies for its Cañariaco copper project. The Transaction allows Alta Copper Shareholders to realize value without providing further capital.
Advancing the Project independently would require Alta Copper to navigate a complex, multi-year community and regulatory approvals process in northern Peru, with no assurance of success. The Transaction allows Alta Copper Shareholders to avoid these material risks by transferring the development and approvals burden to Fortescue.
Fortescue currently owns 35.7% of Alta Copper’s outstanding shares and has informed Alta Copper that it intends to vote against any alternative proposal.
The current directors and executive officers of Alta Copper, as well as former members of management, have signed voting and support agreements to vote in favour of the Transaction.
Former members of management who have signed these agreements are:
Ms. Joanne C. Freeze. Ms. Freeze founded Alta Copper in 2000 and as President and Chief Executive Officer over a 20-year period, led the Company’s efforts from initial discovery at the Project.
Mr. Sean Waller. Mr. Waller joined Alta Copper in 2008 and served as President from 2009 to 2018. During his tenure with the Company, Mr. Waller oversaw the engineering and economic assessment of the Project.
Alta Copper Shareholders representing 11,758,188 Alta Copper Shares and 4,037,500 Company Options to acquire Alta Copper Shares, which collectively represent 12.48% of the issued and outstanding Alta Copper Shares and 16.01% of the issued and outstanding Alta Copper Shares and Company Options, have entered into Voting Agreements pursuant to which they have agreed to vote these Alta Copper securities in favour of the Transaction, subject to certain conditions.
Drilling at the Project was last undertaken in 2013. Since that time, the Company has not had access to the Project site, meaning that no drilling or other material site activities have occurred. As a result, the Project has not materially advanced since 2013.
To access the Project site, the Company is required to secure a formal agreement with the local community of San Juan de Cañaris, as well as separate land access agreements with each individual landholder across the Project area. There are more than 250 individual landholders within the Project area. To date, none of these agreements have been entered into and therefore Project access rights have not been secured.
The Company’s inability to enter into the Community Access Agreements continues to be the major impediment to the Company progressing the Project.
At this time, there is no forecast date for restarting drilling at the Project.
Historically, Alta Copper Shares have not traded at or above the Purchase Price at any point over the past ten years.
In connection with its review of the Transaction, the Alta Copper Board formed a special committee of the Alta Copper Board. The Special Committee obtained an independent formal valuation from Fort Capital Partners.
The formal valuation determined that the fair market value of the Alta Copper Shares as at December 13, 2025 was in the range of C$0.95 to C$1.65 per Alta Copper Share. Fort Capital also delivered a fairness opinion to the Special Committee and to the Alta Copper Board that, as of December 13, 2025, the consideration to be received by holders of Alta Copper Shares pursuant to the Transaction is fair, from a financial point of view, to the Alta Copper Shareholders (other than the Purchaser and its affiliates).
Additionally, Haywood Securities Inc., financial advisor to the Special Committee, provided a fairness opinion to the Special Committee stating that as of December 13, 2025, the consideration to be received by the Alta Copper Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Alta Copper Shareholders (other than the Purchaser and its affiliates).
The Alta Copper Board and management of Alta Copper have not received and are not aware of any pending alternative proposals to acquire the Company’s shares or its assets.
In connection with its review of the Transaction, the Alta Copper Board formed the Special Committee and the Special Committee obtained the Formal Valuation from Fort Capital as required by MI 61-101. Fort Capital also delivered a fairness opinion to the Special Committee and to the Alta Copper Board. The Special Committee also obtained a fairness opinion from Haywood.
Board members Christine Nicolau and Andrew Hamilton each abstained from voting with respect to the Transaction, as they are employees of Fortescue and each therefore has a “disclosable interest” in the Transaction.
If the Transaction is not completed, the market price of the Alta Copper Shares may be materially adversely affected and decline to the extent that the current market price of the Alta Copper Shares reflects a market assumption that the Transaction will be completed.
If, for any reason, the Transaction is not completed, the market price of the Alta Copper Shares may be materially adversely affected and decline to the extent that the current market price of the Alta Copper Shares reflects a market assumption that the Transaction will be completed. Alta Copper’s business, financial condition or results of operations could also be subject to various material adverse consequences.
The notice of meeting, Circular and related documents in connection with the special meeting of the Alta Copper Shareholders and Optionholders have been filed with securities regulators.
The Meeting is to be held on Monday, January 26, 2026 at 10:00 a.m. (Vancouver time) at the offices of Gowling WLG (Canada) LLP located at Suite 2300 – 550 Burrard Street, Vancouver, British Columbia, Canada V6C 2B5.
At the Meeting, Alta Copper Shareholders and Optionholders will be asked to pass, with or without variation, a special resolution approving the Transaction.
The Alta Copper Board unanimously recommends that Alta Copper Shareholders and Optionholders vote FOR the Arrangement Resolution. The deadline for voting Alta Copper Shares and Company Options by proxy is 10:00 a.m. (Vancouver time) on January 22, 2026.
Giulio T. Bonifacio, President and Chief Executive Officer, can be contacted at gtbonifacio@altacopper.com or +1 604 318 6760.
Alta Copper is focused on the development of its 100% owned Cañariaco advanced-staged copper project.
Cañariaco comprises 91 square km of highly prospective land located 102 km northeast of the City of Chiclayo, Peru, which includes the Cañariaco Norte deposit, the Cañariaco Sur deposit and the Quebrada Verde prospect, all within a 4 km NE-SW trend in northern Peru’s prolific mining district. Cañariaco is one of the largest copper deposits in the Americas not held by a major.
Source: Alta Copper Corp.
