Interra Copper Corp. (CNSX:IMCX) entered into a non-binding letter of intent to acquire Alto Verde Copper Inc. for CAD 4.4 million on December 2, 2022. Interra Copper Corp. entered into a definitive business combination agreement to acquire Alto Verde Copper Inc. for CAD 3.7 million on March 8, 2023. Under the terms of the transaction, Interra Copper will acquire 100% of the issued and outstanding common shares of Alto Verde on a share exchange ratio of approximately 0.3 for one common share in the capital of Alto Verde, and it is expected that the Interra Copper will issue approximately 7,632,573 common shares to shareholders of Alto Verde. Additionally, all outstanding warrants to purchase Alto Verde common shares will be exchanged, on approximately 0.30:1 basis for warrants to purchase common shares of the company, and it is anticipated that 11,729 incentive stock options of Alto Verde will be exchanged or replaced with equivalent securities of the company. In addition, the company will complete a private placement financing of subscription receipts at a price of CAD 0.5 per Subscription Receipt for minimum gross proceeds of CAD 2.5 million. As part of the agreement, Interra will issue approximately 7,626,684 Common Shares to shareholders of Alto Verde. The Common Shares will be released from the restrictions on transfer in tranches of 20% on the number of days after closing of the Transaction as follows: 120 days, 240 days, 365 days, 456 days and 547 days. Following the completion of the transaction, and subject to CSE approval, the Board of Directors will consist of five (5) individuals, with Jason Nickel continuing as a Director with the change in management role to Chief Operating Officer. David McAdam and Scott Young will also continue as independent Directors on the Board, Thomas Hawkins P.Geo will assume the role of VP Exploration and “Qualified Person”, Oliver Foeste remains as Chief Financial Officer and Janet Francis as Corporate Secretary. It is also expected that at closing of the transaction, the following Alto Verde board members and officers will be appointed as directors and officers of the Company: Chris Buncic, President, CEO and Director; and Rick Gittleman, Director.

The transaction is subject to completion of due diligence; negotiation and execution of a definitive agreement; approval of the shareholders of Alto Verde and the company; completion of the private placement financing; and receipt of all requisite regulatory (including the CSE) and third party approvals. The parties have amended the Letter of Intent regarding the negotiation of the terms and conditions of a definitive agreement in connection with the Proposed Transaction and have extended the deadline to complete the Proposed Transaction from January 15, 2023, to March 10, 2023. As of February 3, 2023, Interra Copper Corp. announced the closing of private placement financing of 5,656,122 Subscription Receipts for gross proceeds of CAD 2,828,061 at a price of CAD 0.50 per Subscription Receipt. Interra Copper Corp. had extended the price protection on the related subscription receipts financing until February 2, 2023. On February 13, 2023, an additional 125,600 Subscription Receipts were sold for gross proceeds of CAD 62,800 at a price of CAD 0.50 per Subscription Receipt. As of March 10, 2023, the transaction is expected to close on or around March 24, 2023.

Interra Copper Corp. (CNSX:IMCX) completed the acquisition of Alto Verde Copper Inc. on March 31, 2023. Following completion of the Business Combination, Chris Buncic and Rick Gittleman have been appointed to the Company's board of directors (the “Board”), joining the three existing Board members, Jason Nickel, David McAdam, and Scott Young. Chris Buncic has been appointed to the role of President and Chief Executive Officer of the Company and Jason Nickel has assumed the role of Chief Operating Officer of the Company. On March 27, 2023, the transaction received target shareholders approval and was approved by all necessary governmental regulatory authorities. Kathy Tang of Cozen O'Connor LLP acted as legal advisor to Interra Copper Corp. (CNSX:IMCX) and R. Ian Mitchell of Gowling WLG (Canada) LLP acted as legal advisor to Alto Verde Copper Inc.