Mr. Simon Quick reports
CANADIAN COPPER CLOSES UPSIZED $15M PRIVATE PLACEMENT & ANNOUNCES CORPORATE CHANGES
Canadian Copper Inc. has closed its non-brokered private placement consisting of 75 million units at a price of 20 cents per unit for gross proceeds of $15-million previously announced on Oct. 2, 2025. The company would like to welcome strategic investor Stephens Investment Management LLC, founded by Paul H. Stephens, a leading figure in United States West Coast asset management and investment banking for over 40 years.
Simon Quick, chief executive officer of Canadian Copper, stated: "This is a good milestone for Canadian Copper. Investor demand for this financing has been considerable, both from existing investors and new institutional shareholders. Subject to final conditions being satisfied, this financing will enable us to complete the acquisition of the existing Caribou mill and shift our immediate focus on executing the development strategy of Murray Brook and Caribou combined. It is clear from last week's federal budget that national critical mineral supply is a key and increasing area of concern for Canada. Canadian Copper is well positioned as part of the near-term metal supply solution by combining the only permitted milling complex in New Brunswick with a large open pit base metal resource."
Private placement
The company plans to use the financing 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 pending court availability and discussions with the New Brunswick government.
- Complete necessary environmental baseline studies this year to support the submission of the environmental impact assessment (EIA) in H1 2026. An update on these activities will be issued in November, 2025.
- Complete a 1,000-metre metallurgical drill program and testwork to refine process plant operating costs and recovery performance. The drill program is well under way with approximately 750 metres completed to date. An update on these activities will be issued in November, 2025.
- Identify engineering design requirements associated with the Murray Brook deposit that are necessary for provincial construction and operating permits. The Caribou process complex itself is already permitted and maintains all required compliance with the appropriate regulatory authorities. An update on these activities will be issue by Q1 2026 including engineering group(s) selection.
Crescat Capital LLC shareholder agreement and participation right
In connection with its private placement, Crescat and the company have entered into a shareholder agreement and grant of participation right. Under these agreements, Crescat holds the right to participate in future equity financings on the same terms as other investors, allowing it to maintain its pro-rata ownership interest. Based on this closed financing, Crescat's current pro-rata interest participation right to maintain is 5.4 per cent.
Shareholder meeting results
The company held a special meeting of shareholders on Nov. 10, 2025, to vote on the size of the private placement, the upsize of the private placement and the participation of Ocean Partners in the private placement making Ocean Partners a new control person of the company in accordance with the Canadian Security Exchange policies. A totall of 51,224,166 shareholders voted representing 48.77 per cent of all shareholders, overwhelmingly approving the matters as shown in the attached table.
Corporate changes
The company announces that Erik H. Martin has been appointed as chief financial officer (CFO), succeeding Jing Peng of Marrelli Support Services Inc. today. Mr. Martin brings over 32 years of experience in financial disclosure and management, primarily focused in publicly listed resource companies. Prior to joining Canadian Copper Inc., Mr. Martin previously served as the CFO for Votorantim Metals Canadian Inc., the previous owner of the Murray Brook project. Mr. Martin is a certified public accountant and holds a bachelor of commerce in accounting from the University of Quebec at Rimouski. He also received his certified management accountant (CMA) accreditation in 1996. Canadian Copper would like to thank Mr. Peng and Marrelli for their excellent contributions to the company.
The company also announces that it has changed its auditor from Raymond Chabot Grant Thornton LLP to McGovern Hurley LLP, effective Nov. 12, 2025. The change in auditors was approved by the board of directors as well as the incoming CFO.
Additional matters
As announced prior, each unit of the private placement will consist of one common share of the company and one one-half share purchase warrant. The warrant is one one-half warrant with a 12-month expiry and an exercise price of 25 cents. The warrant 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.
The company paid finders' fees to certain arm's-length third parties consists of a cash commission of up to 7 per cent of the gross proceeds of the private placement for an aggregate amount of $522,550 and up to 7 per cent in finder warrants at the same terms of warrants issued as part of the private placement for an aggregate of 1,947,750 finder warrants. A statutory four-month-plus-one-day hold period will apply to all securities issued in connection with the private placement.
Certain directors and other insiders of the company participated in the private placement and subscribed for 175,000 units for an aggregate price of $35,000, an amount no more than the maximum amount permissible under applicable securities laws and regulatory rules. Participation by the directors and other insiders in the private placement is considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the insiders' participation in the private placement in reliance on sections 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value (as determined under MI 61-101) of any securities issued under the private placement (and the consideration paid to the company therefor) to interested parties (as defined under MI 61-101) did not exceed 25 per cent of the company's market capitalization (as determined under MI 61-101).
The former auditor's reports on the company's financial statements for the two most recent fiscal years ended Oct. 31, 2024, and Oct. 31, 2023, did not contain any modifications or reservations, and there were no reportable events as defined in National Instrument 51-102 -- Continuous Disclosure Obligations in connection with their audits through to the date of change.
In accordance with NI 51-102, the company has filed a notice of change of auditor along with the required letters from both the former auditor and the successor auditor on SEDAR+.
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 184,148,752 shares issued and outstanding in the company.
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