Canadian Copper closes $15-million private placement

Executive Summary

• Canadian Copper Inc. has closed an upsized non-brokered private placement of 75 million units at $0.20 per unit, raising $15 million in gross proceeds.
• The proceeds are designated to complete the acquisition of the Caribou processing complex (specifically the remaining $6 million payment) and fund development activities for the Murray Brook and Caribou projects.
• The company announced significant corporate governance changes, including the appointment of Erik H. Martin as CFO, a change of auditor to McGovern Hurley LLP, and the approval of a special shareholder meeting that established Ocean Partners as a new control person.

Key Details

• Financing Structure:
  • Type: Non-brokered private placement.
  • Units Sold: 75,000,000 units.
  • Price: $0.20 per unit.
  • Gross Proceeds: $15,000,000.
  • Warrant Terms: Each unit includes one-half (0.5) share purchase warrant.
  • Warrant Expiry: 12 months.
  • Warrant Exercise Price: $0.25.
  • Accelerated Exercise Clause: Triggered if share price exceeds $0.30 for 10 consecutive trading days on a VWAP basis.
  • Hold Period: Statutory hold of four months plus one day applies to all securities.
• Use of Proceeds:
  • Caribou Acquisition: To complete the remaining $6 million payment for the Caribou processing complex transaction. Closing is pending customary conditions (Mining Lease transfer, court availability, government discussions) expected in Q4 2025.
  • Development Activities: Advancing key activities from the June 2025 Preliminary Economic Assessment (PEA), including:
    • Environmental baseline studies to support an Environmental Impact Assessment (EIA) submission in H1 2026.
    • A 1,000-metre metallurgical drill program (750m completed to date) to refine process plant operating costs and recovery performance.
    • Engineering design requirements for Murray Brook provincial permits.
• Strategic Investor:
  • Stephens Investment Management LLC, founded by Paul H. Stephens, joined as a strategic investor.
• Shareholder Agreement & Participation Rights:
  • Crescat Capital LLC entered into a shareholder agreement granting a participation right to maintain its pro-rata ownership in future equity financings.
  • Current pro-rata interest to be maintained: 5.4%.
• Shareholder Meeting Results (Nov 10, 2025):
  • Voter Turnout: 51,224,166 shares voted (48.77% of total shareholders).
  • Outcome: Overwhelming approval of the private placement size, the upsize, and the participation of Ocean Partners.
  • Control Person: Ocean Partners is now a control person under Canadian Securities Exchange policies.
• Corporate Changes:
  • CFO Appointment: Erik H. Martin appointed as CFO, succeeding Jing Peng. Martin brings 32 years of experience, previously serving as CFO for Votorantim Metals Canadian Inc.
  • Auditor Change: Effective Nov 12, 2025, the company changed its auditor from Raymond Chabot Grant Thornton LLP to McGovern Hurley LLP. No modifications or reservations were found in the former auditor's reports for fiscal years ended Oct 31, 2024, and 2023.
• Finder Fees:
  • Cash Commission: Up to 7% of gross proceeds, totaling $522,550.
  • Finder Warrants: Up to 7% in warrants, totaling 1,947,750 warrants (same terms as private placement warrants).
• Insider Participation:
  • Directors and insiders subscribed for 175,000 units for $35,000.
  • Transaction exempt from formal valuation and minority shareholder approval under MI 61-101 as the fair market value of securities issued to interested parties did not exceed 25% of market capitalization.

Notable Quotes

• Simon Quick, CEO: "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."
• Simon Quick, CEO: "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."