Press Release for Early Warning Report Filed Pursuant to NI 62-103

By: Newsfile
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Vancouver, British Columbia--(Newsfile Corp. - September 10, 2026) - This press release is being disseminated as required by National Instrument 62‐103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report regarding the acquisition of securities of BCM Resources Corporation β€Ž("BCM" or the "Issuer") by San Cristobal Mining Inc. (β€Žthe "Acquiror"). The common shares of BCM (the "Common Shares") trade on the TSX Venture Exchange under the symbol "B.V". The Acquiror's head office is located at 2054 Dowad Drive, Squamish, British Columbia V8B 0Y8.

On May 28, 2025, the Issuer completed a non-brokered private placement financing for gross proceeds of $2,575,000 (the "May 2025 Financing") through the issuance of 20,600,000 Units priced at $0.125 per unit to the Acquiror for total consideration of $2,575,000. Each unit comprised of one Common Share and one share purchase warrant with each warrant entitling the Acquiror to purchase one additional Common Share of the Issuer at an exercise price of $0.25 until May 28, 2027 (the "May Warrants").

On February 10, 2026, the Issuer completed a non-brokered private placement of units for gross proceeds of $7,180,000 (the "February 2026 Financing") through the issuance of 35,900,000 units at a price of $0.20 per unit. Each unit comprised of one Common Share of the Issuer and one share purchase warrant with each warrant entitling the holder to purchase one additional Common Share of the Issuer at an exercise price of $0.30 per share until February 10, 2027 (the "February Warrants"). The Acquiror purchased 3,450,000 of the units issued pursuant to the February 2026 Financing for total consideration of $690,000. Each of the May Warrants and February Warrants had a beneficial ownership limitation (the "Beneficial Ownership Limitation") restricting the Acquiror from acquiring more than 9.9% of the issued and outstanding shares of the Issuer. Following the May 2025 Financing and the February 2026 Financing, the Acquiror held 24,050,000 common shares of the Issuer which represented 9.8% of the issued and outstanding shares of the Issuer on an undiluted basis.

On September 8, 2026, the Issuer amended the May Warrants and the February Warrants to remove the Beneficial Ownership Limitation, and the Acquiror exercised all 20,600,000 May Warrants at an exercise price of C$0.25 per Common Share for aggregate consideration of C$5,150,000 (the "May Warrant Exercise"). As a result of the May Warrant Exercise, the Acquiror acquired beneficial ownership and control over 20,600,000 additional Common Shares.

On September 9, 2026, following BCM's announcement that the acceleration trigger applicable to the February Warrants had been satisfied and that the expiry date of the February Warrants had been accelerated to October 23, 2026, the Acquiror exercised all 3,450,000 February Warrants at an exercise price of C$0.30 per Common Share for aggregate consideration of C$1,035,000 (the "February Warrant Exercise" and, together with the May Warrant Exercise, the "Warrant Exercises"). As a result of the Warrant Exercises, the Acquiror acquired an aggregate of 24,050,000 Common Shares for aggregate exercise consideration of C$6,185,000.

Immediately prior to the May Warrant Exercise, the Acquiror beneficially owned and exercised control or direction over 24,050,000 Common Shares, representing approximately 9.80% of the issued and outstanding Common Shares on an undiluted basis. Following the Warrant Exercises, the Acquiror beneficially owned and exercised control or direction over 48,100,000 Common Shares, representing approximately 17.66% of the issued and outstanding Common Shares, based on 272,307,665 Common Shares outstanding immediately following the February Warrant Exercise, and held no remaining May Warrants or February Warrants.

The Acquiror holds Common Shares for investment purposes. The Acquiror may engage with management and with the board of directors of the Issuer regarding the Issuer, its strategy, business, capitalization, ownership, plans and prospects, and potential means to enhance shareholder value.

The Acquiror intends to review its investment in the Issuer on a continuing basis and may adjust its level of engagement with the Issuer and others and/or take such actions with respect to its investment in the Issuer as it may determine to be appropriate based on a number of factors, including the Issuer's business, financial condition, strategic direction and prospects, the price levels of the Common Shares, and market and other conditions, as well as other investment opportunities available to the Acquiror. The Acquiror may, from time to time, increase or decrease its beneficial ownership, control, direction or economic exposure over the Issuer's securities through market transactions, private agreements, treasury issuances, secondary offerings, exercise of warrants, convertible securities, derivatives, swaps or otherwise.

A copy of the Early Warning Report to be filed by the Acquiror, will be available on SEDAR+ under the Issuer's profile on www.sedarplus.ca.

For further information, please contact: Leah Hodges at (604) 377-0403 or refer to the Issuer's SEDAR+ profile at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/313934

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