C3 Metals arranges $20-million private placement

Executive Summary

• C3 Metals Inc. has entered into a bought deal private placement agreement with Paradigm Capital Inc. to raise gross proceeds of $20,000,200.
• The company issued 18,182,000 common shares at a price of $1.10 per share, with an additional option for the underwriters to purchase up to 2,728,000 shares for up to $3,000,800 in additional gross proceeds.
• Net proceeds are designated for exploration and development at the Khaleesi and Super Block projects, as well as for general working capital.

Key Details

• Transaction Structure: Bought deal private placement.
• Lead Underwriter: Paradigm Capital Inc. (acting as sole bookrunner).
• Shares Issued: 18,182,000 common shares.
• Issue Price: $1.10 per share.
• Gross Proceeds: $20,000,200.
• Over-Allotment Option: Underwriters have an option to purchase up to 2,728,000 additional shares at $1.10 per share, providing up to $3,000,800 in additional gross proceeds. This option is exercisable in whole or in part prior to the closing date.
• Use of Proceeds:
  • Exploration and development at the 100%-owned Khaleesi copper-gold project.
  • Exploration and development at the 50%-owned Super Block project.
  • General working capital purposes.
• Commission: A cash commission of 6.0% on gross proceeds is payable to the underwriters.
• Closing Date: Expected on or about February 11, 2026.
• Regulatory Conditions: Subject to receipt of necessary regulatory approvals, including TSX Venture Exchange approval.
• Hold Period: Securities are subject to a hold period of four months and one day after the closing date.
• Related Party Transaction: The offering may constitute a related party transaction if insiders participate. The company intends to rely on exemptions from valuation and minority shareholder approval requirements under MI 61-101, as the fair market value of insider participation will not exceed 25% of the company's market capitalization.
• Jurisdiction: Offered in Canadian provinces and potentially in the United States under exemptions from the Securities Act of 1933.