Copper Road closes $539,640 second tranche of placement

Executive Summary

• Copper Road Resources Inc. has closed the second and final tranche of its non-brokered private placement, raising aggregate gross proceeds of $539,640.
• The financing consists of the issuance of flow-through units and hard-dollar units, with proceeds designated for eligible Canadian exploration expenses, specifically targeting the Ben Nevis project and other Ontario properties.
• The transaction includes a related party transaction involving a director, finder’s commissions, and a correction to a previous press release regarding the unit price.

Key Details

• Aggregate Gross Proceeds: $539,640.
• Unit Breakdown and Pricing:
  • 3,380,889 flow-through (FT) units at $0.045 per FT unit.
  • 2,700,000 flow-through (FT) units at $0.05 per FT unit.
  • 6,312,500 hard-dollar units at $0.04 per unit.
• Security Structure: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to purchase one common share at an exercise price of $0.05. Warrants are exercisable for 18 months from the date of issuance.
• Use of Proceeds: Gross proceeds from FT units will be used to incur eligible Canadian exploration expenses (flow-through critical mineral mining expenditures). Qualifying expenditures will be renounced in favor of subscribers effective Dec. 31, 2025. Anticipated use includes exploration of the Ben Nevis project or other Ontario properties.
• Related Party Transaction: A director subscribed for 1,111,111 FT units. The company relies on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (Sections 5.5(a) and 5.7(1)(a)) as the fair market value of the participation is not more than 25% of the company's market capitalization.
• Finder’s Compensation: The company agreed to pay a cash commission of $33,000 to eligible finders and issue 100,000 finder warrants. Finder warrants are exercisable for one common share at $0.05 for a period of 18 months.
• Regulatory and Hold Periods: Completion is subject to necessary regulatory approvals, including TSX Venture Exchange approval. Securities are subject to a statutory hold period of four months and one day from issuance.
• Price Correction: The press release issued on Dec. 29, 2025, incorrectly stated units were offered at 3.5 cents per unit; the correct price for all units issued under the offering is 4 cents per unit.

Notable Quotes

• None provided in the text.