Mr. Simon Quick reports
CANADIAN COPPER ANNOUNCES $10M PRIVATE PLACEMENT & $8M LEAD ORDER BY OCEAN PARTNERS TO SECURE CARIBOU PROCESSING COMPLEX
Canadian Copper Inc. has initiated a non-brokered private placement of up to 50 million units at a price of 20 cents per unit for gross proceeds up to $10-million. The company has secured an initial lead order from strategic partner Ocean Partners Holdings Ltd., an international metals trader, of up to $8-million.
Simon Quick, chief executive officer of Canadian Copper, stated: "Junior mining companies need strong local, governmental, technical and financial partners to convert development projects into producing mines. We are incredibly fortunate to have Ocean Partners involved this early in Canadian Copper and for their significant participation in this financing. Our focus is now on developing a new Canadian critical metal operation by purchasing the only permitted mill and tailings site with access to a deepwater port in the province."
Brent Omland, chief executive officer of Ocean Partners, stated: "We are very pleased to be partnering with Simon and the Canadian Copper team to advance the development of the Murray Brook project. The acquisition of the Caribou processing complex will allow the project to be rapidly advance to production and we are delighted to be a part of the revitalization of mining activities in the prolific Bathurst camp."
Chief Terry Richardson, Pabineau First Nation, commented: "We in Pabineau First Nation are excited to see mining in the province and region gain interest. With the engagement with first nations and the opportunities that we see coming for the region and first nations, this should ensure economic prosperity for all. Mining is not new to our area, and, as long as our four pillars are kept in balance of cultural, social, environmental and economic, we support projects in our area."
Purpose of the private placement and use of funds
The company plans to use the proceeds to complete the previously announced Caribou processing complex transaction in addition to advancing certain key development activities addressed in the June, 2025, preliminary economic assessment, such as:
- Complete the remaining $6-million payment to satisfy the Caribou transaction; customary closing conditions such as mining lease transfer and other items should occur in Q4 2025;
- Complete necessary environmental baseline studies this year prior to submitting the environmental impact assessment (EIA) in the first half of 2026;
- Initiate a 1,000-metre metallurgical drill program and test work to refine process plant operating costs and recovery performance; permits for this work have already been submitted and the test work program is designed;
- Identify engineering design requirements associated with the Murray Brook deposit that are necessary for provincial construction and operating permits; the Caribou processing complex is approved and maintains all required operating permits.
Caribou plant turnover activities update
The company has identified key personnel with extensive Caribou maintenance, operating and environmental compliance experience still living in the Bathurst area. The company expects this collective team will join Canadian Copper during the Caribou handover activities to occur in Q4 2025. Further, the company is interviewing chief operating officer candidates concurrently to manage the development and execution of the preliminary engineering, permitting, and construction schedule shown below in Table A.
Private placement details
Mr. Quick, CEO of Canadian Copper, has committed $25,000 to this offering, increasing his after-tax investment to $350,000 to date.
Each unit of the private placement will consist of one common share of the company and one-half share purchase warrant. The warrants have a 12-month expiry and an exercise price of 25 cents. The warrants will be subjected to an accelerated exercise clause in the event the company's share price exceeds 30 cents for 10 consecutive trading days on a volume-weighted-average-price basis.
Closing is expected on or about Nov. 12, 2025, or such other date as the company may determine. While the private placement is being offered by the company on a non-brokered basis, the company may pay finders' fees to arm's-length third parties consisting of a cash commission of up to 7 per cent of the gross proceeds of the private placement and 7 per cent broker warrants on the same terms as warrants issued per the private placement. A statutory four-month-plus-one-day hold period will apply to all securities issued in connection with the private placement. The private placement is subject to Canadian Securities Exchange and regulatory approval.
CSE shareholder approval requirements
CSE policies require shareholder approval for any transaction that would materially affect control of the company. Ocean Partners currently owns approximately five million shares, or 4.7 per cent of the issued and outstanding shares of the company. With Ocean Partners' lead order of $8-million, or 40 million shares, Ocean Partners will become a control person as defined by the CSE and applicable securities law, holding approximately 29 per cent of all the issued and outstanding shares of the company upon completion of the private placement.
Ocean Partners is also a person closely associated with Brent Omland, a director of Canadian Copper. Mr. Omland is chief executive officer of Ocean Partners and holds a minority stake in and is a director of Ocean Partners' parent entity.
Ocean Partners' participation in the private placement will require minority shareholder approval.
Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions
The company is exempt from the requirements of MI 61-101 to obtain a formal valuation and minority shareholder approval in connection with the private placement with Ocean Partners in reliance on Section 5.5(c) of MI 61-101.
Specifically, the private placement is a distribution of securities for cash and neither the company, Ocean Partners or Mr. Omland has knowledge of any material information concerning the company or its securities that has not been generally disclosed.
The company is required to obtain minority shareholder approval for Ocean Partners' participation in the private placement by a majority of disinterested shareholders, as defined in MI 61-101. Additionally, pursuant to policies of the CSE, the private placement with respect to Ocean Partners is being treated as a non-arm's-length transaction and will also require shareholder approval by a majority of disinterested shareholders as defined in MI 61-101.
Notice of special meeting of shareholders
The company has called for a special meeting of its shareholders to consider, among other things, Ocean Partners' participation in the private placement resulting in Ocean Partners becoming a control person, to be held on Nov. 10, 2025, at 11 a.m. Toronto time. Shareholders of record at the close of business at 5 p.m. Toronto time on Sept. 23, 2025, will be entitled to vote at the meeting.
About Canadian Copper Inc.
Canadian Copper is a Canadian-based mineral exploration and development company with defined copper and other base metals resources. The company is focused on the prolific Bathurst mining camp (BMC) of New Brunswick, Canada. There are currently 105,031,836 shares issued and outstanding in the company.
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