Bell Copper Results of its Special General Meeting, Approval of Shareholder Rights Plan, 2022 Stock Option Plan and Grant of Stock Options

Vancouver, British Columbia--(Newsfile Corp. - June 8, 2022) - Bell Copper Corporation (TSXV: BCU) (OTCQB: BCUFF) ("Bell Copper" or the "Company") announces results of the special meeting of its shareholders which was held on May 26, 2022 (the "SGM"). At the SGM, the Company received a 98% majority approval to the shareholder rights plan agreement (the "SRP") with TMX Trust Company as rights agent, dated effective January 27, 2022 (see News Release dated January 27, 2022). A complete copy of the SRP is available for viewing under the Company's profile on SEDAR at www.sedar.com.

The SRP is similar to rights plans adopted by other Canadian public companies and has not been adopted in response to any pending or threatened takeover bid for Bell Copper, nor is the Company aware of any such effort. Rather, the SRP has been adopted with a view to ensuring, to the extent possible, that all shareholders of the Company have an equal opportunity to participate in, and are treated fairly in the event of a "creeping takeover bid" for the Company. Creeping takeover bids, which were not addressed in Canada's takeover bid regime updated in May 2016, occur where acquisition of effective control takes place through a number of share purchases over time.

In addition, the Company received a 98% majority approval from its shareholders to a new 2022 Fixed Stock Option Plan (the "2022 Plan") providing for changes to comply with the new Policy 4.4 Security Based Compensation of the TSXV, which became effective on November 24, 2021. The 2022 Plan also includes an increase to the number of shares reserved for issuance under the 2022 Plan from 14,240,323 to 23,809,847 shares.

The SOP included in the Company's Information Circular was subsequently amended based on comments received from the TSX Venture Exchange and the amended SOP was approved by shareholders at the SGM. A complete copy of the amended 2022 Plan is available for viewing under the Company's profile on SEDAR at www.sedar.com.

Details of the matters approved at the SGM are set out in the Company's Management Information Circular dated April 18, 2022 which can be found either on the Company's website at www.bellcopper.net or on SEDAR at www.sedar.com.

The Company also announces the grant of a total of 10,000,000 incentive stock options under the 2022 Plan to directors, officers and consultants of the Company, exercisable at a price of $0.25. The options vest immediately and are exercisable for a period of five years from the date of grant. Such grant of options shall be subject to ratification by shareholders at the Company's next annual general meeting to allow the insider optionees to collectively hold options in excess of 10%, of the Company's current issued share capital.

About Bell Copper

Bell Copper is a mineral exploration company focused on the identification, exploration and discovery of large copper deposits located in Arizona. Bell Copper is exploring its 100% owned Big Sandy Porphyry Copper Project and the Perseverance Porphyry Copper Project which is under a Joint Venture - Earn In.

On behalf of the Board of Directors of

Bell Copper Corporation

"Timothy Marsh"

Timothy Marsh, President, CEO & Director

For further information please contact the Company
Tel: 1 800 418 8250
Email: info@bellcopper.net

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/126957