Mr. Dan Symons reports

C3 METALS ANNOUNCES $20 MILLION BOUGHT DEAL PRIVATE PLACEMENT

C3 Metals Inc. has entered into an agreement with Paradigm Capital Inc., as lead underwriter and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal private placement basis, 18,182,000 common shares of the company at a price of $1.10 per share for gross proceeds to the company of $20,000,200. The company has also granted the underwriters an option to purchase up to an additional 2,728,000 shares at the issue price for additional gross proceeds of up to $3,000,800, exercisable in whole or in part prior to the closing date of the offering. Paradigm Capital Inc. will act as sole bookrunner for the offering.

The company intends to use the net proceeds of the offering for exploration and development activities at the company's 100-per-cent-owned Khaleesi copper-gold project, for exploration and development activities at the company's 50-per-cent-owned Super Block project, and for general working capital purposes.

The offering is being made by way of private placement in the provinces of Canada. The shares may also be offered in the United States pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended, and in such other jurisdictions as may be mutually agreed upon by the underwriters and the company. The securities issued under the offering will be subject to a hold period expiring four months and one day after the closing date of the offering.

The offering is expected to close on or about Feb. 11, 2026, and is subject to certain closing conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals including the approval of the TSX Venture Exchange. A cash commission equal to 6.0 per cent on the gross proceeds of the offering shall be paid to the underwriters, subject to the policies of the TSX Venture Exchange and applicable securities laws.

The offering may constitute a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as insiders of the company may participate in the offering. Should insiders participate, the company will rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the proposed participation in the offering by the insiders will not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101.

About C3 Metals Inc.

C3 Metals is a mineral exploration company focused on creating substantive value for its shareholders through the discovery and development of large copper and gold deposits. The company holds approximately 31,000 hectares located in the prolific high-grade Andahuaylas-Yauri porphyry-skarn belt of southern Peru, which contain the company's Jasperoide and Khaleesi projects. Mineralization at Jasperoide is hosted in a similar geological setting to the nearby major mining operations at Las Bambas (MMG), Constancia (Hudbay) and Antapaccay (Glencore). At Jasperoide, the company has identified over 13 skarn prospects and an outcropping porphyry system over two parallel 28-kilometre belts. The company has published a maiden resource estimate on the first of these skarn targets, which contained measured and indicated resources of 52 million tonnes (t) at 0.5 per cent copper and 0.2 gram per tonne (g/t) gold (1). The company is also actively exploring in Jamaica, where it has identified 16 porphyry, 40 epithermal and multiple volcanic redbed copper prospects over a 30-kilometre strike extent. The company holds a 100-per-cent interest in 17,855 hectares of exploration licences, of which Freeport-McMoRan Exploration Corp., a wholly owned affiliate of Freeport-McMoRan Inc., has the option on 13,020 hectares to earn up to a 75-per-cent interest by financing up to $75-million (U.S.) of exploration and project related expenditures. The company also holds a 50-per-cent interest in 9,870 hectares in a joint venture with Geophsyx Jamaica Ltd., the largest mineral tenure holder in the country. Barrick Mining Corp. announced on May 1, 2024, that it had entered into an earn-in agreement with Geophysx Jamaica on approximately 400,000 hectares of exploration licences, several of which surround C3 Metals' mineral concessions. Mining is currently the second-largest industry in Jamaica and historical mining dates back to the colonial eras of the 1500s (Spanish) and 1800s (British).

(1) Based on the assumptions and parameters outlined in the National Instrument 43-101 technical report, titled "Jasperoide Copper-Gold Project Cusco Region, Peru," dated July 5, 2023.

We seek Safe Harbor.