Mr. Dan Symons reports
C3 METALS ANNOUNCES CLOSING OF $28,000,500 BOUGHT DEAL PRIVATE PLACEMENT
C3 Metals Inc., further to its news releases of Jan. 21, 2026, and Jan. 22, 2026, has closed its bought deal private placement of 25,455,000 common shares in the capital of the company at a price of $1.10 per share for gross proceeds of $28,000,500, which includes the exercise of the overallotment option.
The offering was conducted pursuant to the terms and conditions of an underwriting agreement entered into between the company, Paradigm Capital Inc., as lead underwriter, ATB Cormark Capital Markets, Canaccord Genuity Corp. and BMO Nesbitt Burns Inc.
As consideration for the services provided by the underwriters in connection with the offering, the company paid the underwriters a fee of $1,680,030, equal to 6 per cent of the proceeds of 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.
All securities issued in connection with the offering are subject to a statutory hold period ending June 12, 2026. The offering is subject to the final acceptance of the TSX Venture Exchange.
The offering constituted 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 an insider of the company acquired 3,864,000 shares pursuant to the offering. The company is relying 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 participation in the offering by the insider does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.
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 Ltd. 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.
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