GOLD HART COPPER CORP. — M&A Activity 2025

Mar 19, 2025

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GOLD HART COPPER CORP. ANNOUNCES COMPLETION OF GO-PUBLIC TRANSACTION AND FILING OF TECHNICAL REPORT

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

March 18, 2025 – Toronto, Ontario – Gold Hart Copper Corp. (formerly, 1287409 B.C. Ltd.) (the "Company") is pleased to announce the completion of its previously announced go-public transaction involving Vicunau Metals Corp. ("Vicunau") and 1001045356 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company (the "Transaction"). Trading in the common shares in the capital of the Resulting Issuer (as defined below) (the "Resulting Issuer Shares") is expected to commence on the TSX Venture Exchange (the "TSXV") on or about March 25, 2025, under the ticker symbol "HART", subject to the issuance by the TSXV of its final bulletin in respect of the Transaction.

In addition, the Company is also pleased to announce the filing of a technical report in respect of its Tolita and Toro Property (as defined below) entitled "Independent NI 43-101 Technical Report on the Tolita and Toro Copper-Gold-Silver Assets, Cerro Ciervo Complex, High Cordillera, Atacama Region, Chile", dated March 17, 2025 (with an effective date of January 8, 2025), prepared for the Company by Atticus Chile SA International Consulting (the "Technical Report"). A copy of the Technical Report is available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

The Transaction

The Transaction was completed by way of a three-cornered amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario), among the Company, Vicunau, and Subco. Pursuant to the Amalgamation, the Company acquired all of the issued and outstanding securities of Vicunau, with the former shareholders of Vicunau receiving one (1) post-Subdivision Common Share (as defined below) for each one (1) Vicunau Share (as defined below) held immediately prior to the effective time of the Amalgamation (the "Exchange Ratio"). In connection with the completion of the Transaction, all outstanding convertible securities of Vicunau were also replaced with equivalent convertible securities of the Resulting Issuer entitling the holders thereof to acquire post-Subdivision Common Shares in lieu of Vicunau Shares in accordance with the Exchange Ratio.

The Company, as the issuer resulting from the Transaction (the "Resulting Issuer") is expected to carry on the current business of Vicunau, being the mineral exploration and development of the Tolita and Toro property (the "Tolita and Toro Property"), located within the prolific Maricunga / Vicunau copper-gold belt in Chile.

In connection with the Transaction, the Company issued an aggregate of 121,936,232 post-Subdivision Common Shares, such that the Transaction resulted in the reverse takeover of Company by the shareholders of Vicunau. After giving effect to the Transaction (and the Concurrent Placement (as defined below)), there are an aggregate of 129,667,713 Resulting Issuer Shares issued and outstanding (on a non-diluted basis).

For further information regarding the Transaction, please see the listing application of the Company dated March 14, 2025 (the "Listing Application"), prepared in accordance with the requirements of the TSXV, as well as the Technical Report (as defined herein), copies of which are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

Name Change and Subdivision

Prior to the completion of the Transaction, on March 17, 2025, the Company effected (i) a subdivision (the "Subdivision") of its issued outstanding common shares (the "Common Shares") on the basis of

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approximately 1.41 post-Subdivision Common Shares for each one (1) pre-Subdivision Common Share, and (ii) a change of the Company's corporate name from "1287409 B.C. Ltd." to "Gold Hart Copper Corp." (the "Name Change"). For clarity, all references herein to "Resulting Issuer Shares" refer to Common Shares of the Company after giving effect to the Subdivision and Name Change.

Directors and Executive Officers

Following the completion of the Transaction, the directors and officers of the Resulting Issuer are as follows:

Name	Title
Isaac Benjamin Maresky	Chief Executive Officer, Chair of the Board and Director
Omar Gonzalez	Chief Financial Officer and Corporate Secretary
Norman Findlay	Director
Mark Kucher	Director
Aleta Shiff	Director
Joseph de la Plante	Director
Jonathan Warner	Executive Vice President, Geology

Please refer to the Listing Application for additional information on, and the biographies of, each of the foregoing individuals.

Escrow Agreement

In connection with the Transaction, an aggregate of 55,783,368 Resulting Issuer Shares, 1,960,000 options of the Resulting Issuer and 2,611,888 warrants of the Resulting Issuer were deposited in escrow in accordance with the policies of the TSXV, of which a portion of such securities are subject to a Tier 2 Value Security Escrow Agreement and others a Tier 2 Surplus Security Escrow Agreement. Please refer to the Listing Application for additional information on the escrowed securities.

Concurrent Vicunau Financing

On January 14, 2025 and March 6, 2025, Vicunau closed two tranches of a non-brokered private placement of an aggregate of 20,489,948 subscription receipts of the Vicunau (the "Subscription Receipts") at a price of $0.20 per Subscription Receipt for aggregate gross proceeds to Vicunau of $4,097,989.60 (the "Concurrent Vicunau Financing").

The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated January 14, 2025 and amended and supplemented on March 6, 2025 (the "Subscription Receipt Agreement") among the Company, Vicunau and Odyssey Trust Company, as subscription receipt agent. In connection with the closing of the Transaction and upon the satisfaction of certain escrow release conditions (as specified in the Subscription Receipt Agreement), each Subscription Receipt automatically converted, without payment of additional consideration or further action by the holders thereof, into one

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unit of Vicunau (each, a "Vicunau Unit"). Each Vicunau Unit was comprised of one common share of Vicunau (a "Vicunau Share") and one-half of one Vicunau Share purchase warrant (each whole warrant, a "Vicunau Warrant"). Each Vicunau Warrant is exercisable to acquire one Vicunau Share for a period of 24 months from the closing date of the Transaction at an exercise price of $0.36 per Vicunau Share. Pursuant to the Transaction, each outstanding Vicunau Share was immediately exchanged for one Resulting Issuer Share and each Vicunau Warrant was immediately exchanged for one warrant of the Resulting Issuer (on substantially the same economic terms as the Vicunau Warrants) (each, as "Resulting Issuer Warrant"), for no additional consideration and without any further action by the holders thereof.

Concurrent Company Financing

In connection with the Transaction, the Company also completed a non-brokered private placement of an aggregate 31,000 units of the Company (each, a "Company Unit") at a price of $0.20 per Company Unit, for aggregate gross proceeds of $6,200 (the "Concurrent Company Financing") shortly prior to the closing of the Transaction. Each Company Unit consists of one post-Subdivision Common Share and one-half of one common share purchase warrant (each whole warrant, a "Company Warrant"). Each Company Warrant entitles the holder thereof to purchase one post-Subdivision Common Share at an exercise price of $0.36 per post-Subdivision Common Share for a period of 24 months following the closing date of the Transaction.

The Resulting Issuer Private Placement

Immediately upon the commencement of trading of the Resulting Issuer Shares on the TSXV, the Resulting Issuer is expected to complete a non-brokered private placement of an aggregate 1,250,000 units of the Resulting Issuer (each a "Resulting Issuer Unit") at a price of $0.20 per Resulting Issuer Unit for aggregate gross proceeds of $250,000 (the "Concurrent Placement" and, together with the Concurrent Vicunau Financing and the Concurrent Company Financing, the "Financings"). Each Resulting Issuer Unit will be comprised of one Resulting Issuer Share and one-half of one Resulting Issuer Warrant, each exercisable to acquire one Resulting Issuer Share at an exercise price of $0.36 per Resulting Issuer Share for a period of 24 months following the closing of the Transaction. The Concurrent Placement remains subject to the final approval of the TSXV.

The securities issued in the Transaction and the Financings have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for, the account or benefit of United States persons, absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Gold Hart Copper

Gold Hart Copper Corp. is a mineral exploration company incorporated under the Business Corporations Act (British Columbia). Gold Hart is headquartered in Toronto, Ontario, and focused on the acquisition, exploration and development of copper and gold properties in Chile. Gold Hart's flagship asset is the Tolita and Toro Property, located within the prolific Maricunga / Vicuñau copper-gold belt in Chile.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are

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contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the timing of the trading of the Resulting Issuer Shares on the TSXV and the proposed business of the Resulting Issuer, the Tolita and Toro Property, and the Company's ability to obtain final exchange approval of the Transaction and Concurrent Placement. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Tolita and Toro Property. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.

The forward-looking statements contained in this news release are made as of the date of this news release, and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, neither the Company nor Vicunau undertakes any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

Further Information

All information contained in this news release with respect to the Company and Vicunau was supplied by the respective party for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

For further information please contact:

Gold Hart Copper Corp.

Isaac Maresky

Chief Executive Officer and Director

Email: im@vicunau.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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