Copper Road amends terms of placement

Executive Summary

• Copper Road Resources Inc. is amending the terms of its previously announced non-brokered private placement offering, increasing the scale of the transaction significantly.
• The amended offering involves the sale of up to 8,747,500 common share units and 13,333,333 flow-through units, targeting total gross proceeds of up to $949,900.
• Proceeds are designated for exploration of the Ben Nevis project and other Ontario properties (via flow-through shares) and for property payments and general working capital (via common units).

Key Details

• Common Share Units:
  • Quantity: Up to 8,747,500 units.
  • Price: $0.04 per unit.
  • Gross Proceeds: Up to $349,900.
  • Composition: Each unit consists of one common share and one common share purchase warrant.
  • Use of Proceeds: Property payments on the Ben Nevis project and general working capital.
• Flow-Through Units (FT Units):
  • Quantity: Up to 13,333,333 units.
  • Price: $0.045 per FT unit.
  • Gross Proceeds: Up to $600,000.
  • Composition: Each FT unit consists of one common share (issued as a flow-through share under Subsection 66(15) of the Income Tax Act (Canada)) and one warrant.
  • Use of Proceeds: Incurring eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures.
  • Renunciation: Qualifying expenditures will be renounced in favor of subscribers effective Dec. 31, 2025.
  • Specific Projects: Anticipated use for exploration of the Ben Nevis project or other Ontario properties.
• Warrant Terms:
  • Each warrant entitles the holder to purchase one common share.
  • Exercise Price: $0.05 per share.
  • Expiration: 18 months after the date of issuance.
• Transaction Structure & Conditions:
  • The offering may close in one or more tranches.
  • Anticipated First Closing: On or about Dec. 22, 2025.
  • Regulatory Approval: Subject to receipt of all required regulatory approvals, including TSX Venture Exchange approval.
  • Hold Period: All securities are subject to a hold period of four months and one day after issuance.
• Related Party Transactions:
  • Certain insiders may participate in the offering, constituting a related party transaction under Multilateral Instrument 61-101 (MI 61-101).
  • The company intends to rely on exemptions from valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of securities acquired by insiders will not exceed 25% of the company's market capitalization.
• Finders' Fees:
  • The company may pay finders' fees to eligible finders in connection with the offering.