Canadian Copper arranges $10-million private placement

Executive Summary

• Canadian Copper Inc. announced a non-brokered private placement of up to 50 million units at $0.20 per unit, raising up to $10 million in gross proceeds.
• Strategic partner Ocean Partners Holdings Ltd. has secured an initial lead order of up to $8 million (40 million shares), which will increase their ownership to approximately 29% and trigger control person status under CSE rules.
• Proceeds are designated to complete the acquisition of the Caribou Processing Complex (remaining $6 million payment) and fund key development activities, including environmental studies, metallurgical drilling, and engineering design for the Murray Brook project.

Key Details

• Private Placement Structure:

  • Units: Up to 50,000,000 units.
  • Price: $0.20 per unit.
  • Gross Proceeds: Up to $10,000,000.
  • Components: Each unit consists of one common share and one-half share purchase warrant.
  • Warrant Terms: 12-month expiry, exercise price of $0.25. Includes an accelerated exercise clause if the share price exceeds $0.30 for 10 consecutive trading days on a VWAP basis.
  • Hold Period: Statutory four-month-plus-one-day hold period applies to all securities.
  • Finders' Fees: Up to 7% cash commission and 7% broker warrants on the same terms as the private placement warrants.
  • Closing Date: Expected on or about November 12, 2025.
  • Regulatory Status: Subject to Canadian Securities Exchange (CSE) and regulatory approval.

• Ocean Partners Participation & Shareholder Approval:

  • Lead Order: Ocean Partners committed up to $8 million, representing 40 million shares.
  • Ownership Impact: Ocean Partners currently holds ~4.7% (5 million shares). Post-transaction, they will hold ~29% of issued and outstanding shares, becoming a "control person."
  • Approval Requirements: Minority shareholder approval is required for Ocean Partners' participation under CSE policies and Multilateral Instrument 61-101 (MI 61-101).
  • Exemption: The company is exempt from MI 61-101 formal valuation and minority approval requirements for the general transaction but must obtain specific minority approval for Ocean Partners' non-arm's-length participation.
  • Special Meeting: A special meeting of shareholders is scheduled for November 10, 2025, at 11 a.m. Toronto time to vote on Ocean Partners' participation. Record date for voting is September 23, 2025.

• Use of Proceeds & Project Development:

  • Caribou Processing Complex: Proceeds will complete the remaining $6 million payment for the acquisition. Closing conditions (mining lease transfer, etc.) are expected in Q4 2025.
  • Environmental Studies: Completion of environmental baseline studies in 2025, with the Environmental Impact Assessment (EIA) submission targeted for the first half of 2026.
  • Drill Program: Initiation of a 1,000-metre metallurgical drill program and test work to refine process plant operating costs and recovery performance. Permits for this work have been submitted.
  • Engineering & Permits: Identification of engineering design requirements for the Murray Brook deposit to secure provincial construction and operating permits. The Caribou processing complex is already approved and permitted.

• Personnel & Operations:

  • Caribou Handover: Key personnel with Caribou maintenance and operating experience are being retained for the handover in Q4 2025.
  • Executive Search: The company is interviewing candidates for Chief Operating Officer (COO) to manage preliminary engineering, permitting, and construction schedules.
  • CEO Investment: CEO Simon Quick has committed $25,000 to the offering, bringing his total after-tax investment to $350,000.

Notable Quotes

• Simon Quick, CEO: "Junior mining companies need strong local, governmental, technical and financial partners to convert development projects into producing mines. We are incredibly fortunate to have Ocean Partners involved this early in Canadian Copper and for their significant participation in this financing. Our focus is now on developing a new Canadian critical metal operation by purchasing the only permitted mill and tailings site with access to a deepwater port in the province."
• Brent Omland, CEO, Ocean Partners: "We are very pleased to be partnering with Simon and the Canadian Copper team to advance the development of the Murray Brook project. The acquisition of the Caribou processing complex will allow the project to be rapidly advance to production and we are delighted to be a part of the revitalization of mining activities in the prolific Bathurst camp."
• Chief Terry Richardson, Pabineau First Nation: "We in Pabineau First Nation are excited to see mining in the province and region gain interest. With the engagement with first nations and the opportunities that we see coming for the region and first nations, this should ensure economic prosperity for all. Mining is not new to our area, and, as long as our four pillars are kept in balance of cultural, social, environmental and economic, we support projects in our area."