TCP1 Corporation signed a binding letter of intent to acquire Atacama Copper Corporation (TSXV:ACOP) for CAD 47.8 million in a reverse merger transaction on October 26, 2023. TCP1 Corporation entered into a business combination agreement to acquire Atacama Copper Corporation on December 15, 2023. Pursuant to the terms of the proposed transaction, the holders of the issued and outstanding common shares of TCP1 will receive 64.815 post-consolidation common shares of Atacama Copper for each one TCP1 Share held. Pursuant to the terms of the business combination agreement, Atacama will consolidate its share capital on the basis of one post-consolidation common share for each six pre-consolidation common shares. The holders of the issued and outstanding common shares of TCP1 are anticipated to receive approximately 388.89 pre-consolidation common shares of Atacama Copper for each one TCP1 Share held. Prior to the closing of the transaction, Atacama Copper shall complete the private placement of subscription receipts at a price of CAD 0.18 per subscription receipt for minimum net proceeds of CAD 10 million. After completion of the private placement, shareholders of TCP1 will own approximately 73% of the Resulting Issuer, existing shareholders of Atacama Copper will own approximately 11% of the Resulting Issuer, and subscribers in the private placement will own approximately 16% of the Resulting Issuer, on an undiluted basis. Upon completion of the proposed transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 1 mining issuer on the TSXV and it will continue trading under its current name and ticker symbol ?ACOP?. Following completion of the transaction, the Resulting Issuer will continue to hold Atacama Copper's Placeton/Caballo Muerto copper project in Chile and it will hold all of TCP1's assets.

The board of directors of the Resulting Issuer upon completion of the proposed transaction will consist of Tim Warman, President, Chief Executive Officer, Corporate Secretary, and Director; Charlie Ronkos, EVP Exploration; Scott Hicks, Shannon McCrae and Colinda Parent as Director. The officers of the Resulting Issuer shall consist of Tim Warman (President and Chief Executive Officer), Charlie Ronkos (Executive Vice President, Exploration), Martin Rip as Chief Financial Officer, and Gino Zandonai as VP Corporate Development and Chile Country Manager. Completion of the transaction is subject to the execution of definitive agreement, obtaining all necessary regulatory including the approval of TSXV, closing of the private placement, completion of consolidation of Atacama Copper shares, approval of the shareholders and board of directors of Atacama Copper and TCP1, approval of the TSXV for the listing of the Resulting Issuer shares issuable in connection with the transaction, Dissent Rights will not have been exercised exceed 5% of the Atacama Copper Shares and satisfaction of customary closing conditions. As of February 1, 2024, Atacama Copper closed the final tranche of the private placement. As of February 8, 2024, the Atacama Copper has received conditional approval from the TSX Venture Exchange. The transaction is expected to close by late 2023. Completion of the transaction is anticipated to occur on or about February 9, 2024. Robb McNaughton of Borden Ladner Gervais LLP acted as legal advisor to Atacama Copper. Kari MacKay of Goodmans LLP acted as legal advisor to TCP1.