C3 Metals Announces $20 Million Bought Deal Private Placement

Executive Summary

• C3 Metals Inc. entered into a bought‑deal private placement agreement with Paradigm Capital Inc. for 18,182,000 common shares at $1.10 per share, generating gross proceeds of $20,000,200.
• The underwriters received an option to purchase up to an additional 2,728,000 shares at the same price, potentially adding $3,000,800 in gross proceeds.
• Net proceeds are earmarked for exploration and development of the 100 % owned Khaleesi Copper‑Gold project, the 50 % owned Super Block project, and general working capital.

Key Details

• Shares Offered: 18,182,000 common shares at $1.10 per share (Issue Price).
• Gross Proceeds: $20,000,200.
• Underwriter Option: Up to 2,728,000 additional shares at $1.10 per share; potential extra gross proceeds of $3,000,800.
• Lead Underwriter / Bookrunner: Paradigm Capital Inc.; syndicate of underwriters participating on a bought‑deal basis.
• Commission: Cash commission equal to 6.0 % of the gross proceeds payable to the Underwriters, subject to TSX Venture Exchange policies and securities laws.
• Use of Proceeds:
• Exploration and development at Khaleesi Copper‑Gold project (100 % owned).
• Exploration and development at Super Block project (50 % owned).
• General working capital purposes.
• Offering Structure: Private placement in Canada; may also be offered in the United States under applicable exemptions.
• Hold Period: Securities subject to a hold period expiring four months and one day after the closing date.
• Closing Date: Expected on or about February 11, 2026, subject to regulatory approvals (including TSX Venture Exchange) and other closing conditions.
• Related Party Transaction: Potential related‑party participation; company will rely on MI 61‑101 exemptions if insiders participate, provided insider participation does not exceed 25 % of market capitalization.
• Regulatory Disclaimers: Securities are not registered under the U.S. Securities Act and may not be offered or sold in the United States absent an exemption.

Notable Quotes

• “The proceeds from this offering will accelerate our exploration and development programs at Khaleesi and Super Block, positioning C3 Metals for significant value creation,” – Dan Symons, President and CEO.