Mr. Jeffrey Ackert reports
CASCADE COPPER ANNOUNCES CRITICAL MINERAL FLOW-THROUGH AND NON-FLOW-THROUGH FINANCING
Cascade Copper Corp. has arranged a non-brokered private placement for aggregate proceeds of up to $600,000 for its proposed early 2026 exploration programs.
The offering includes a critical minerals flow-through component of flow-through (FT) units at a price of four cents per FT unit. Each FT unit comprises one flow-through common share and one-half non-flow-through share purchase warrant. Each full warrant is exercisable for one non-flow-through common share at an exercise price of five cents for a term of 36 months after the closing. The non-flow-through (NFT) component of the offering comprises units at a price of 3.5 cents per NFT unit. Each NFT unit comprises one share and one-half non-flow-through warrant, with each full warrant exercisable for one common share at an exercise price of five cents for a term of 36 months after the closing. Management of the company reserves the right to amend the final allocation of the flow-through component and the non-flow-through component under the offering.
The gross proceeds from the sale of the FT shares, which will qualify as a flow-through share (as defined in Subsection 66(15) of the
Income Tax Act
(Canada)), will be used primarily to incur eligible critical mineral Canadian exploration expenses and will be used primarily to fund a drilling program at the company's exploration projects in British Columbia and Ontario
.
The gross proceeds from the sale of the NFT units will be used for the company's general operating expenses.
The offering is scheduled to close in tranches, with the first tranche expected to close by late December, and is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the approval of the Canadian Securities Exchange. The offering is being made by way of private placement in Canada and such other jurisdictions as the company may determine.
The company intends to renounce the qualifying expenditures to subscribers of flow-through units for the fiscal year ending Dec. 31, 2025, and to incur the necessary qualifying expenditures on or before Dec. 31, 2026, in accordance with regulatory requirements.
The company may pay finders' fees and warrants on the offering of up to 8 per cent of the aggregate gross proceeds raised. The finders' fees shall be paid in accordance with applicable securities laws and the policies of the Canadian Securities Exchange.
The existing shareholder exemption and investment dealer exemption
The offering will be made available to existing shareholders of the company who, as of the close of business on Dec. 5, 2025, held common shares of the company (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in B.C. Instrument 45-534 -- Exemption From Prospectus Requirement for Certain Trades to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the company receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the company intends to adjust the subscriptions received on a pro rata basis.
The company has also made the offering available to certain subscribers pursuant to B.C. Instrument 45-536 -- Exemption Form Prospectus Requirement for Certain Distributions Through an Investment Dealer. In accordance with the requirements of the investment dealer exemption, the company confirms that there is no material fact or material change about the company that has not been generally disclosed.
The offering is subject to all necessary regulatory approvals, including acceptance from the Canadian Securities Exchange. All securities to be issued in connection with the offering will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
About Cascade Copper Corp.
Cascade Copper is a natural resource company engaged in the evaluation, acquisition and exploration of copper-based mineral resource properties. Cascade is focused on copper and gold, porphyry and mesothermal gold deposits in British Columbia, and VMS (volcanogenic massive sulphide) and BIF (banded iron formation copper) copper, gold and silver style deposits in Ontario. Cascade's priority is to conduct exploration using modern technology that includes 3-D inversion modelling of geophysics, lidar-derived (light detection and ranging) elevation models, and AI-enhanced (artificial intelligence) predictive modelling from all historical and modern data inputs. Drilling is planned on several of
its copper projects this year. Cascade has five projects, including the Copper Plateau copper-molybdenum project, the Centrefire copper project, the Rogers Creek copper-gold project, the Fire Mountain copper-gold project and the Bendor gold project.
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