Copper Road closes $545,260 first tranche of financing

Executive Summary

• Copper Road Resources Inc. has closed the first tranche of its previously announced non-brokered private placement, raising aggregate gross proceeds of $545,260.
• The tranche consisted of the sale of 9,952,447 flow-through units and 2,435,000 hard-dollar units, with proceeds designated for eligible Canadian exploration expenses, specifically targeting the Ben Nevis project or other Ontario properties.
• The transaction includes a related party transaction involving an officer's subscription and is subject to regulatory approvals, with the second tranche expected to close around December 30, 2025.

Key Details

• Gross Proceeds: $545,260 total aggregate gross proceeds.
• Flow-Through Units: 9,952,447 units sold at $0.045 per unit.
• Hard-Dollar Units: 2,435,000 units sold at $0.04 per unit.
• Unit 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: Proceeds from flow-through 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 December 31, 2025. Anticipated use includes exploration of the Ben Nevis project or other Ontario properties.
• Related Party Transaction: An officer of the company subscribed for 222,222 flow-through units. This transaction relies on an exemption from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as the fair market value of the participation is not more than 25% of the company's market capitalization.
• Finder Compensation: The company agreed to pay a cash commission of $40,120 to eligible finders and issue 762,862 finder warrants. Finder warrants are exercisable at $0.05 per share for a period of 18 months.
• Regulatory Status: Completion is subject to necessary regulatory approvals, including TSX Venture Exchange approval.
• Hold Period: Securities are subject to a statutory hold period of four months and one day from the date of issuance.
• Future Tranche: The second tranche of the offering is expected to close on or about December 30, 2025.