TO: THE HOLDERS OF WARRANTS
Dear Sirs/Mesdames:
RE: ADJUSTMENT TO EXCHANGE BASIS AND EXERCISE PRICE OF WARRANTS
Further to the news release of Granite Creek Copper Ltd. (the “Company”) dated June 9, 2025 (the “News Release”), the Company intends to complete a transaction by way of a statutory arrangement providing for the acquisition by Cascadia Minerals Ltd. (“Cascadia”) of all of the issued and outstanding common shares (“Common Shares”) of the Company (the “Arrangement”), pursuant to an Arrangement Agreement entered into between Cascadia and the Company dated June 8, 2025 (the “Arrangement Agreement”), which transaction constitutes a “Fundamental Change” as such term is defined in the warrant certificate (the “Warrant Certificate”) representing the Company’s warrants to acquire Common Share (the “Warrants”).
It is anticipated that a special meeting of shareholders and option holders (the “Securityholders”) of the Company (the “Meeting”) will be held on August 5, 2025, to approve the Arrangement, and that the record date for determining the Company Securityholders entitled to receive notice of and vote at the Meeting is July 2, 2025 (the “Record Date”). In order for Common Shares underlying the Warrants (each, a “Warrant Share”) to be eligible to be voted at the Meeting, the holder of a Warrant must exercise its Warrants prior to the Record Date.
The Arrangement is expected to close on or about August 8, 2025 (the “Effective Time”), assuming that the required Securityholder approvals and regulatory approvals have been received by such time and all other terms and conditions precedent to the Arrangement have been satisfied or waived.
Treatment of Warrants under the Arrangement
As is further elaborated in the Arrangement Agreement, which is made available on the Company’s profile page on SEDAR+ (at www.sedarplus.ca) and the Plan of Arrangement attached as Schedule A to the Arrangement Agreement (the “Plan of Arrangement”), and in accordance with the terms of the applicable Warrant Certificates, following the Effective Time, each holder of a Warrant shall be entitled to receive upon the exercise of such holder’s Warrant, in lieu of the Warrant Shares to which such holder was theretofore entitled upon such exercise and for the same aggregate consideration payable therefor, the number of common shares in the capital of Cascadia (each, a “Cascadia Share”) which the holder would have been entitled to receive as a result of the Arrangement, being 0.25 of a Cascadia Share for each Common Share held, if, immediately prior to the Effective Time, such holder had been the registered holder of the number of Common Shares to which such holder would have been entitled if such holder had exercised such holder’s Warrants immediately prior to the Effective Time.
The holders of Warrants are encouraged to review the News Release, the Arrangement Agreement and the Plan of Arrangement and seek independent professional advice regarding the treatment of the Warrants and, as applicable, the Warrant Shares, under the Arrangement.
The Arrangement may give rise to adverse tax consequences for the holders of Warrants in respect of the proposed Arrangement of their Warrants. Holders of Warrants are urged to consult their own tax advisors for advice regarding the tax consequences to them arising from the Arrangement or exercise of their Warrants, having regard to their own particular circumstances, and any other consequences to them under the Arrangement.
Prior to the Effective Date, Warrants continue to be exercisable in accordance with their terms.
Enquiries relating to the foregoing should be addressed to our Corporate Secretary, Susan Henderson, by email to shenderson@gcxcopper.com.