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Getty Copper Inc. Capital/Financing Update 2025

Jul 7, 2025

42913_rns_2025-07-07_f2b7864d-b8ad-4c6e-bdfa-775351200723.pdf

Capital/Financing Update

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FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1. Name and Address of Company

GETTY COPPER INC.
1000 Austin Ave,
Coquitlam, BC V3K 3P1
("Getty" or the "Company")

Item 2. Date of Material Change

June 25, 2025

Item 3. News Release

The news releases were issued on May 14, 2025, June 9, 2025, June 25, 2025, and July 3, 2025. The news releases were disseminated through Stockwatch.

Item 4. Summary of Material Change

The Company announced that it has closed its previously announced non-brokered private placement.

Item 5. Full Description of Material Change

The Company announced that that it has closed the Company's non-brokered private placement, which was announced on May 14, 2025 and updated June 9, 2025, by issuing 12,000,000 flow-through units at $0.05 per unit for proceeds of $600,000 (the "FT Units") and 2,500,000 non flow-through units at $0.04 per unit for proceeds of $100,000 (the "NFT Units"). Each FT Unit consists of one flow-through common share and one whole warrant which will entitle the holder to purchase one common share at a price of $0.075 per share for a period of two years from issuance. Each NFT Unit consists of one common share and one whole warrant which will entitle the holder to purchase one common share at a price of $0.06 per share for a period of two years from issuance. All securities issued in connection with the private placement are subject to a four-month statutory hold period. The Company paid no finders fees in connection with the private placement. A portion of the Offering (1,500,000 FT Units and 625,000 NFT Units) for a total of $100,000 being purchased by the John B Pub Ltd. (a company controlled by John Lepinski, an insider of the Issuer) represents a related party transaction. The transaction is exempt from the valuation and minority approval requirements of the TSXV Venture listings Policy 5.9 and Multilateral Instrument 61-101 under certain exemptions including the exemption if the fair market value of the transaction does not exceed 25% of the Issuer's market capitalization. The proceeds of the private placement will be used to conduct exploration programs on the Company's mineral properties and for general corporate purposes. There are no proposed payments to Non-Arm's Length Parties of the Issuer, no proposed payments to Persons conducting Investor Relations Activities, and no specific use representing 10% or more of the gross proceeds. Completion of the private placement remains subject to the approval of the TSX Venture Exchange

Item 6. Reliance on Subsection 7.1(2) of National Instrument 51-102

Not applicable.

Item 7. Omitted Information

None.


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Item 8. Executive Officer
Thomas MacNeill, CEO
604-931-3231

Item 9. Date of Report
July 4, 2025.