CopperEx Resources Corporation entered into a binding term sheet to acquire Gotham Resource Corp. (TSXV : CUEX) for CAD 10.5 million in a reverse merger transaction on August 9, 2023. CopperEx Resources Corporation entered into a definitive amalgamation agreement to acquire Gotham Resource Corp. (TSXV : CUEX) in a reverse merger transaction on October 11, 2023. Pursuant to the terms of the Transaction, each outstanding common share of CopperEx will be exchanged for 0.682 of a share of Gotham (the ?Exchange Ratio?). In connection with the Transaction, Gotham will change its name to ?CopperEx Resources Corporation? and will complete a consolidation of outstanding Gotham Shares on the basis of three (3) pre-consolidation Gotham Shares for one (1) post-consolidation Gotham Share to take effect immediately after closing of the Transaction (the ?Gotham Consolidation?). The transaction (?Transaction?) will constitute Gotham?s Qualifying Transaction, as such term is defined in TSXV Policy 2.4 Capital Pool Companies and is expected to be effected by way of a three-cornered amalgamation pursuant to which CopperEx will amalgamate with a wholly-owned subsidiary of Gotham and CopperEx shareholders will hold a majority of the shares of Gotham (which following the Transaction, is referred to as the ?Resulting Issuer?). Upon closing of the Transaction (the ?Closing?), the Resulting Issuer?s name will be changed to CopperEx Resources Corporation, or a similar name. It is expected that the Resulting Issuer will be a Tier 2 Mining Issuer under the policies of the TSXV. The Resulting Issuer will have a board consisting of five persons to be determined by CopperEx and Gotham, and will be led by David Prins as President & Chief Executive Officer. As per the filling of October 16, 2023, Upon completion of the Transaction, Gotham will have a board of directors consisting of the four directors: Dave Prins, Cesar Lopez, Joe Ovsenek and Chase Taylor-Robins. Prior to the parties entering into a definitive agreement, CopperEx, with Gotham?s assistance, will complete a non-brokered financing (?Liquidity Buffer Financing?) of CopperEx shares of between CAD 750,000 and CAD 1 million to ensure that CopperEx can continue normal operations until Closing. The Liquidity Buffer Financing will be priced at CAD 0.15 per CopperEx share and is expected to close by August 31, 2023. Prior to Closing, Gotham will complete a financing of subscription receipts (?Subscription Receipt Financing?) for proceeds to be released at Closing of no less than CAD 4,450,000, subject to certain adjustments related to amounts raised as part of the Liquidity Buffer Financing and net cash held by Gotham at Closing. Details of the Subscription Receipt Financing, including pricing, will be released in due course.

The Transaction is subject to a number of conditions including completion of a definitive agreement, CopperEx shareholder approval, receipt of TSXV approval, including the listing on the TSXV of the Gotham Shares to be issued pursuant to the Transaction, the distribution of the Gotham Shares pursuant to the Transaction shall be exempt from prospectus and registration requirements under applicable securities Laws of Canada, completion of a bridge financing for CopperEx and completion of a subscription receipt financing with funds released to the Resulting Issuer upon Closing. The parties to the Transaction are at arm?s length. The transaction is expected to complete on March 31, 2024, or such later date as the Parties may mutually agree. The Gotham Board has unanimously determined that the Transaction is in the best interests of Gotham and authorized the entering into of this Agreement. As of February 2, 2024, the transaction has received the exchange approval. Assuming all conditions are satisfied, the Corporation and CopperEx anticipate closing of the Transaction to occur on or around February 8, 2024.

Jay Sujir and Denise Nawata of Farris LLP acted as legal advisors to Gotham Resource Corp. Alan Hutchison of Osler, Hoskin & Harcourt LLP acted as legal advisor to CopperEx Resources. Odyssey Trust Company acted as depository to Gotham.