Copper Road Announces Upsize to Financing

Executive Summary

• Copper Road Resources Inc. amends its previously announced private placement, offering up to 8.5 M common share units at $0.035/unit and 13.33 M flow‑through units at $0.045/FT unit, targeting gross proceeds of approximately $897,500.
• Proceeds from FT units will be used for eligible Canadian exploration expenses on the Ben Nevis Project and other Ontario properties; proceeds from regular units will fund property payments on Ben Nevis and general working capital.
• The offering may close in multiple tranches with an anticipated first closing around December 22, 2025, subject to regulatory approvals and a four‑month hold period for the securities.

Key Details

• Units Offered: Up to 8,500,000 common share units @ $0.035 per unit → gross proceeds up to $297,500.
• Flow‑Through Units (FT Units): Up to 13,333,333 FT units @ $0.045 per FT unit → gross proceeds up to $600,000.
• Unit Composition: Each Unit = 1 common share + 1 common share purchase warrant (exercise price $0.05, exercisable for 18 months).
• FT Unit Composition: Each FT Unit = 1 flow‑through share + 1 warrant (same terms as above).
• Use of Proceeds – FT Units: To incur eligible Canadian exploration expenses qualifying as “flow‑through critical mineral mining expenditures” on the Ben Nevis Project and other Ontario properties; expenses to be renounced to subscribers effective Dec 31, 2025.
• Use of Proceeds – Regular Units: Property payments for the Ben Nevis Project and general working capital.
• Finder’s Fees: Company may pay finder’s fees to eligible finders in connection with the offering.
• Related‑Party Participation: Insiders may participate; transaction qualifies for exemption under MI 61‑101 (fair market value ≤ 25 % of market cap).
• Hold Period: All securities subject to a hold period expiring four months and one day after issuance.
• Closing Timeline: Offering may close in one or more tranches; first closing anticipated on or about December 22, 2025.
• Regulatory Conditions: Completion contingent upon receipt of all required regulatory approvals, including TSX Venture Exchange approval.
• U.S. Securities Restrictions: Securities not registered under U.S. securities laws and may not be offered/sold in the United States or to U.S. persons absent exemption.

Notable Quotes

• “The amendment provides us with flexible financing to advance exploration at Ben Nevis while preserving shareholder value,” – Brian Howlett, President & CEO.