Faraday Copper Files Management Information Circular for Special Meeting of Shareholders in Connection with its Acquisition of BHP's San Manuel Property
VANCOUVER, BC / ACCESS Newswire / July 31, 2026 / Faraday Copper Corp. ("Faraday") (TSX:FDY)(OTCQX:CPPKF) is pleased to announce it has filed its management information circular (the "Circular") and related proxy materials (the "Meeting Materials") to Faraday shareholders (the "Shareholders") in connection with the special meeting of Shareholders to be held virtually at 9:00am Pacific Time on August 25, 2026 (the "Meeting"). The Meeting is intended to approve an ordinary resolution (the "Share Issuance Resolution") approving the issuance of Faraday common shares to a wholly owned subsidiary of BHP Group Limited ("BHP") as consideration for the previously announced transaction (the "Transaction") whereby Faraday will acquire from BHP the San Manuel property ("San Manuel"), adjacent to Faraday's Copper Creek project ("Copper Creek"), in Arizona, USA. The Meeting Materials are mailed to Shareholders of record as of July 20, 2026, and can also be accessed on Faraday's website at www.faradaycopper.com and its SEDAR+ profile at www.sedarplus.ca.
Faraday's Board of Directors unanimously recommends that Faraday Shareholders vote their common shares "FOR" the Share Issuance Resolution.
Strategic Rationale1
Significant resource potential: The combined projects are expected to become a multi-generational copper district delivering made-in-America copper.
Accelerates pathway to production: Leveraging the private land position of San Manuel to facilitate the potential for expedited copper cathode production from the combined projects.
Flexibility through private land and infrastructure: Additional ~27,000 acres of private land for site facilities and access to existing regional infrastructure, including road, rail, gas and power.
Centralizes infrastructure and reduces environmental footprint: Shared future facilities, utilizing existing infrastructure and prioritizing use of brownfield sites, reduce the overall environmental footprint while enhancing capital efficiency.
The combined assets offer potential for project staging: Prioritization of copper cathode production, followed by open pit sulphides before development of underground operations.
BHP to become a strategic investor: BHP to join the Lundin Group as a strategic investor in Faraday.
Board of Directors' Recommendation
The Board of Directors of Faraday unanimously recommends that Faraday shareholders vote in favour of the Share Issuance Resolution.
TD Securities Inc. has provided a fairness opinion to the Faraday Board of Directors to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration to be paid by Faraday pursuant to the Transaction is fair, from a financial point of view, to Faraday.
Shareholder Meeting
Faraday will hold the Meeting on August 25, 2026 at 9:00 am Pacific Time to seek approval of the Transaction, the details of which are set forth in the Circular. The Meeting will be held virtually via live webcast at www.meetnow.global/M94U2VZ.
Record Date and Proxy Voting Deadline
If you were a shareholder of record on July 20, 2026, you are eligible to vote at the Meeting. The deadline for shareholders to vote in advance of the Meeting is 9:00 am Pacific Time on Friday, August 21, 2026. Shareholders holding Faraday common shares through an intermediary may have an earlier deadline by which the intermediary must receive voting instructions. Shareholders that hold Faraday common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary should follow the instructions provided by the intermediary. Faraday shareholders eligible to vote at the Meeting will receive a copy of the Circular, accompanied by a form of proxy or voting instruction form, and can access the Meeting materials at www.faradaycopper.com/investors/agm/.
How to Vote
Vote Online: Please visit www.investorvote.com to vote online.
Vote by Phone: Please call 1-866-742-8683 to vote by phone.
Vote by Mail: Please send proxy materials to 320 Bay Street, 14th Floor, Toronto, Ontario, M5H 4A6.
Circular
As set out in the Circular, at the Meeting, Faraday shareholders will be asked to consider, and if deemed advisable, pass the Share Issuance Resolution. Approval of the Share Issuance Resolution will require the affirmative vote of a simple majority of the votes cast by disinterested Faraday shareholders at the Meeting.
Upon completion of the Transaction, as consideration, Faraday will issue to a wholly owned subsidiary of BHP common shares of Faraday equivalent to a 30% interest in the issued and outstanding Faraday common shares on a fully diluted basis immediately following closing of the Transaction.
Mailing of the Circular and related Meeting Materials has commenced and shareholders of Faraday should expect to receive them shortly. The Meeting Materials as well as additional information regarding San Manuel and the Transaction, including a technical report on San Manuel prepared by independent qualified persons in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, are available on Faraday's website at www.faradaycopper.com/investors/agm/ and its issuer profile on SEDAR+ at www.sedarplus.ca.
Shareholder Questions and Assistance
If you have any questions or require more information with respect to the Meeting or the procedures for voting at the Meeting, please contact Computershare Investor Services Inc. by email at corporateactions@computershare.com. Alternatively, please call Computershare Investor Services Inc. toll-free at 1-800-564-6253 (toll free within North America) or 1-514-982-7555 (outside of North America).
Qualified Persons
The scientific and technical information contained in this news release has been reviewed and approved by Faraday's Vice President, Geology, Dr. Thomas Bissig, P. Geo., and Vice President, Technical Services, Zach Allwright, P.Eng., each of whom are considered a Qualified Person under NI 43-101.
Notes
1 The potential development pathways and production scenarios described herein are conceptual in nature. There is no certainty that such outcomes will be realized, and they are subject to, among other things, completion of technical studies, permitting, and economic evaluation.
About Faraday Copper
Faraday Copper is an exploration company focused on advancing its flagship copper project in Arizona, U.S. The Copper Creek Project is one of the largest undeveloped copper projects in North America with significant district scale exploration potential. Faraday has entered into a definitive purchase and sale agreement with a subsidiary of BHP Group for the acquisition of BHP's San Manuel Property, adjacent to the Copper Creek Project. Faraday is well-funded to deliver on its key milestones and benefits from a management team and board of directors with senior mining company experience and expertise. Faraday trades on the TSX under the symbol "FDY".
For additional information please contact:
Stacey Pavlova, CFA
Vice President, Investor Relations & Communications
Faraday Copper Corp.
E-mail: info@faradaycopper.com
Website: www.faradaycopper.com
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Cautionary Note on Forward Looking Statements
Some of the statements in this news release, other than statements of historical fact, are "forward-looking statements" and are based on the opinions and estimates of management as of the date such statements are made and are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements of Faraday to be materially different from those expressed or implied by such forward-looking statements. Forwardâlooking statements in this news release include, without limitation, statements relating to the completion and timing of the Transaction, the satisfaction of conditions precedent (including regulatory, stock exchange and shareholder approvals), the expected strategic, operational and economic benefits of the Transaction, and the potential development pathways, production scenarios and exploration potential of the combined San Manuel and Copper Creek projects, all of which are conceptual in nature and subject to the completion of further technical studies and evaluations. There can be no assurance that such statements will prove to be accurate, and actual results may differ materially from those anticipated.
Although Faraday believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Factors that could cause actual results to differ materially from those in forward-looking statements include without limitation: market prices for metals; the conclusions of detailed feasibility and technical analyses; lower than expected grades and quantities of mineral resources; receipt of regulatory approval; receipt of shareholder approval; mining rates and recovery rates; significant capital requirements; price volatility in the spot and forward markets for commodities; fluctuations in rates of exchange; taxation; controls, regulations and political or economic developments in the countries in which Faraday does or may carry on business; the speculative nature of mineral exploration and development, competition; loss of key employees; rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; unexpected delays and costs inherent to consulting and accommodating rights of Indigenous peoples and other groups; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements, including those associated with the Copper Creek property; and uncertainties with respect to any future acquisitions by Faraday. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance or inability to obtain insurance to cover these risks as well as "Risk Factors" included in Faraday's disclosure documents filed on and available at www.sedarplus.ca.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Faraday in Canada, the United States or any other jurisdiction. No securities commission or similar authority in Canada or in the United States has reviewed or in any way passed upon this press release, and any representation to the contrary is an offence.
SOURCE: Faraday Copper Corp.
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