CopperEx Resources — Capital/Financing Update 2024

Feb 17, 2024

NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of Parties to the Transaction

CopperEx Resources Corporation (a British Columbia corporation formerly known as Gotham Resource Corp.) (the “ Issuer ”)

CopperEx Resources Corporation (a British Columbia corporation) (the “ Target ”)

1442695 B.C. Ltd. (the “ Issuer Subco ”)

2. Description of the Transaction

On February 8, 2024, the Issuer completed its previously announced three-cornered amalgamation with the Target and the Issuer Subco (the “ Transaction ”). Under the Transaction, the Issuer acquired all of the issued and outstanding securities of the Target in exchange for securities in the capital of the Issuer pursuant to the terms of an amalgamation agreement dated October 13, 2023 between the Issuer, the Target and the Issuer Subco. The Transaction constituted a “qualifying transaction” of the Issuer under Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange.

In connection with the Transaction, the Issuer, among other things: (i) completed a consolidation of its issued and outstanding securities on a 3 to 1 basis (the “ Consolidation ”) and (ii) changed its name from “ Gotham Resource Corp. to “ CopperEx Resources Corporation ”.

In connection with the Transaction, the Target and the Issuer also completed a subscription receipt financing for aggregate gross proceeds of $3,021,428.25 (the “ Financing ”). As per the terms of the Financing, upon the completion of the Transaction, each subscription receipt converted, on a post-Consolidation basis, into one (1) common share in the capital of the Issuer (a “ Common Share ”) and one-half of one Issuer common share purchase warrant, with each whole warrant (an “ Issuer Warrant ”) entitling the holder thereof to purchase an additional Common Share at a price of $1.00 for a period of one year from issuance, subject to an accelerator clause, for an aggregate total of 4,028,571 Common Shares and 2,014,285 Issuer Warrants.

Immediately following completion of the Transaction and the Financing, the outstanding securities of the Issuer consisted of (i) 29,108,014 Common Shares, (ii) 2,207,237 Issuer Warrants (including finder warrants) (iii) 4,494,021 common share purchase warrants in the capital of the Issuer and (iv) 1,795,923 options.

The Transaction was a reverse takeover of the Issuer as such term is used in applicable securities laws.

For more information on the Transaction, refer to the Filing Statement of the Issuer dated January 31, 2024, and the press release of the Issuer dated February 8, 2024, both available under the Issuer’s SEDAR profile at www.sedarplus.ca.

3. Effective Date of the Transaction

February 8, 2024.

4. Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity

No party ceased to be a reporting issuer as a result of the Transaction. The Issuer continues to be a reporting issuer and the Target has amalgamated with the Issuer Subco, with the resulting entity following such amalgamation becoming a wholly-owned subsidiary of the Issuer.

5. Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction

December 31, 2024. As a result of the Transaction, the Issuer’s year-end is changed from March 31 to December 31 to enable the Issuer to report on a consolidated basis with the Target at December 31.

6. Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction

The Issuer will be required to interim financial statements, which include:

• a) interim financial statements for the three-month period ending March 31, 2024 and the relevant comparative information for the three month period ended March 31, 2023;

• b) interim financial statements for the three and six-month period ending June 30, 2024 and the relevant comparative information for the three and six months ended June 30, 2023;

• c) interim financial statements for the three and nine-month period ending September 30, 2024 and the relevant comparative information for the three and nine month period ending September 30, 2023; and

• d) audited annual financial statements for the Issuer for the year ending December 31, 2024 and the relevant comparative information for the year ended December 31, 2023.

7. Documents filed under National Instrument 51-102 that described the transaction and where they can be found in electronic format

For more information on the Transaction, refer to the Filing Statement of the Issuer dated January 31, 2024, and the press release of the Issuer dated February 8, 2024, both available under the Issuer’s SEDAR profile at www.sedarplus.ca.

Dated: February 16, 2024