Getty Copper Inc. (TSX-V: GTC) announced today that subject to approval of the TSX Venture Exchange it has entered into a Loan Agreement with Freeway Properties Inc. to secure advances made by Freeway since April 2017 totaling $1,176,500 and interest to date of $316,029.55 for total indebtedness at December 11, 2024 of $1,492,529.55. The advances were made from time to time by Freeway to cover shortfalls in the available funds of the Company to meet its regularly occurring bills and to cover exploration program costs on the Company’s mineral properties.

Freeway is a company controlled by John Lepinski a control person of the Company. The loan from Freeway is a related party transaction. It is exempt from the valuation and minority approval requirements of the TSXV Venture listings Policy 5.9 and Multilateral Instrument 61-101 because the total net value does not exceed 25% of the Company’s Market Capitalization.

The loan will bear interest at 6% per annum and will be due on Jan 31, 2026. In the event that John Lepinski and/or his affiliates shall cease to be controlling shareholders of the Company, the loan will become immediately due and payable.

The loan will be secured by a charge on the Company’s real estate assets including its building located in Logan Lake BC and its crown granted mineral claims.

The security interest will be subordinated to the security interest of Robak Industries Ltd. under a debenture dated November 2016. The Robak Debenture was issued secure a loan of $900,000 from Robak. The proceeds of the loan were used as follows:

646. a) $581,646.12 to reimburse John Lepinksi for litigation legal costs incurred by him on behalf of the Company relating to 2009 litigation.
647. b) $176,118.90 to repay advances made to the Company by Freeway between January and November 2016.
648. c) $56,300 to pay to management fees to Freeway for the period from September 2012 to July 2014 at $2,500 per month plus taxes.
649. d) $8,400 to pay past rent due accumulated at $500 per month to Deborah Resources Ltd. company controlled by John Lepinski a non-arm length party.
650. e) $2,108.90 expenses relevant to John Lepinski.
651. f) $75,000 retained by the Company for working capital.

The Robak Debenture bears interest at 6% per annum. Robak has extended the loan from time to time. The Debenture is currently due January 31, 2026. The Robak Debenture is secured by a general security intent of all of the assets of the Company. The current amount outstanding under the Robak Debenture is $1,450,180.63 which includes the original amount plus total interest of $525,871.96. The amount outstanding also includes additional advances made by Robak of $35,000 plus interest of $10,691.33.

The loan from Robak is a related party transaction (the “Robak Loan”). Robak is controlled by John Lepinski a control person of the Company. The loan from Freeway is a related party transaction. It is exempt from the valuation and minority approval requirements of the TSXV Venture listings Policy 5.9 and Multilateral Instrument 61-101 as the total net value does not exceed 25% of the Company’s Market Capitalization.

Both Freeway and Robak have agreed, subject to TSXV approval, to convert $250,000 of the interest payable in respect of the debts outstanding into common shares of the Company at $0.05 per share as described in the Company’s news release of May 10, 2024.