Vancouver, British Columbia--(Newsfile Corp. - November 5, 2026) - CopperCorp Resources Inc. (TSXV: CPER) (OTCQB: CPCPF) ("CopperCorp" or the "Company") is pleased to announce that it intends to conduct a non-brokered private placement to raise aggregate gross proceeds of up to C$3,000,000 (the "Offering").
The Offering will consist of the following:
- Units: Up to 4,444,444 units (the "Units") at a price of $0.1125 per Unit for gross proceeds of up to $500,000. Each Unit will consist of one post-Share Consolidation (as defined below) common share of the Company and one common share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one post-Share Consolidation common share of the Company at an exercise price of $0.18 for a period of 24 months from the date of issue; and
- Subscription Receipts: Up to 18,518,519 subscription receipts (the "Subscription Receipts") at a price of $0.135 per Subscription Receipt for gross proceeds of up to $2,500,000. Each Subscription Receipt will entitle the holder to receive, upon satisfaction of the Escrow Release Conditions (as defined below), one unit (a "Subscription Receipt Unit"). Each Subscription Receipt Unit will consist of one post-Share Consolidation common share of the Company and one-half of one common share purchase warrant (each whole warrant, a "Subscription Receipt Warrant"). Each whole Subscription Receipt Warrant will entitle the holder to purchase one post-Share Consolidation common share of the Company at an exercise price of $0.24 for a period of 24 months from the date on which the Subscription Receipts are exchanged for Subscription Receipt Units.
Stephen Swatton, President and CEO of CopperCorp, commented:
"I am eager to continue with CopperCorp's next exciting phase of exploration in Tasmania. Our focus will now centre on the Jasper Hills, Whaler, and Alpine-Stellar prospects. Jasper Hills features an undrilled geophysical anomaly that may host the source of high-grade copper mineralization historically mined at surface. The Alpine-Stellar prospect was the original listing property for CopperCorp and has copper mineralization defined over a strike length of approximately 600 m from surface to approximately 450 m depth. Whaler is an undrilled, recently discovered target identified by CopperCorp that lies directly on strike from Alpine-Stellar."
The exchange of the Subscription Receipts for Subscription Receipt Units is subject to the satisfaction of certain escrow release conditions, including: (i) completion of the sale of the Skyline Project to Bubalus Resources Limited ("Bubalus") pursuant to the terms of the Tenement Sale Agreement dated October 25, 2026 (the "TSA") (see news release dated October 26, 2026); (ii) the Share Consolidation shall have been completed; and (iii) all necessary corporate, regulatory, securityholder and other approvals or consents shall have been received, including, without limitation, the final approval of the TSXV (collectively, the "Escrow Release Conditions").
The gross proceeds from the Subscription Receipt portion of the Offering, which are payable on the closing date (the "Escrowed Proceeds"), will be delivered to and held in escrow on behalf of the subscribers by the Company, in a segregated account. Upon and subject to the satisfaction of the Escrow Release Conditions, the Escrowed Proceeds will be released to the Company, at which time each Subscription Receipt shall be deemed to be exchanged for one Subscription Receipt Unit without payment of additional consideration or further action by the holder.
The Company intends to use the net proceeds of the Offering for exploration and drilling at the Company's AMC Project located in western Tasmania, Australia, and for general corporate and working capital purposes.
CopperCorp may pay finder's fees on a portion of the gross proceeds of the Offering to eligible arm's-length parties who assist the Company in introducing subscribers to the Offering, subject to compliance with the policies of the TSXV and applicable securities laws. The Offering remains subject to customary closing conditions, including the receipt of all necessary regulatory approvals, including the approval of the TSXV. All securities issued pursuant to the Offering will be subject to a statutory hold period under applicable Canadian securities legislation expiring four months and one day from the date of issuance.
Certain members of the Company's management team and board of directors may participate in the Offering. Such participation will be considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company anticipates relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) thereof, as neither the fair market value of the securities to be distributed nor the consideration to be paid by related parties is expected to exceed 25% of the Company's market capitalization.
Share Consolidation
In connection with the Offering, the Company announces that its board of directors has approved a consolidation of the Company's issued and outstanding common share capital on the basis of one (1) new common share for every five (5) pre-consolidation common shares (the "Share Consolidation"). The Company currently has 118,957,146 common shares issued and outstanding and, following completion of the Share Consolidation (and prior to closing of the Offering), expects to have approximately 23,791,429 common shares issued and outstanding. Completion of the Share Consolidation remains subject to the final approval of the TSXV.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Qualified Person
Tim Callaghan, a member of the Australian Institute of Geoscientists (AIG), is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects, and has reviewed, verified, and approved the scientific and technical information contained in this news release.
About CopperCorp Resources Inc.
CopperCorp is a TSXV-listed exploration company (TSXV: CPER) focused on the exploration of its AMC copper-gold-REE project in western Tasmania, Australia. For further details, please refer to the Company's website at www.coppercorpinc.com.
Contact Information
Stephen Swatton
President, CEO & Director
Email: stephen@coppercorpinc.com
Corporate Development
Email: info@coppercorpinc.com
Telephone: +1 604-441-0069
Additional information about CopperCorp can be found on its website at www.coppercorpinc.com and under the Company's profile on SEDAR+ at www.sedarplus.ca.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation relating to plans for future exploration and drilling and the timing thereof, the merits of the Company's mineral projects, and other plans of the Company, including statements relating to the terms, size, timing and completion of the Offering; the payment of finder's fees; the participation of insiders in the Offering and; the satisfaction of the Escrow Release Conditions and the release of the Escrowed Proceeds; the completion of the sale of the Skyline Project to Bubalus pursuant to the TSA; the completion and timing of the Share Consolidation and the number of common shares outstanding following the Share Consolidation; the receipt of TSXV and other approvals; the intended use of proceeds of the Offering; plans for future exploration and drilling at the Jasper Hills, Whaler and Alpine-Stellar prospects and the timing thereof; and the merits of the Company's mineral projects. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by words such as "encouraging", "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "aims", "suggests", "target", "future", "likely", "potential", "goal", "objective", "prospective", and similar expressions, or statements that events or conditions "will", "would", "may", "can", "could" or "should" occur. The Company cautions that forward-looking statements are based on the beliefs, estimates, and opinions of the Company's management on the date the statements are made, and that such statements are subject to risks and uncertainties that may cause actual results, performance, or developments to differ materially from those contained in the statements. Consequently, there can be no assurances that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
Factors that could cause future results to differ materially from those anticipated in forward-looking statements include risks associated with exploration and drilling; the timing and content of upcoming work programs; geological interpretations based on drilling that may change with more detailed information; possible operational accidents; the possibility that the Company may not be able to secure required permitting and other governmental approvals; the risk that the Company will not be able to raise sufficient funds to carry out its business plans; environmental compliance and changes in environmental legislation and regulation; unanticipated geological factors; interest rate and currency exchange rate fluctuations; changes in economic and political conditions; and other risks involved in the mineral exploration industry. The reader is urged to refer to the Company's continuous disclosure filings, including its Management's Discussion and Analysis, publicly available on SEDAR+ at www.sedarplus.ca, for a more complete discussion of risk factors and their potential effects.
Forward-looking statements are based on a number of assumptions, including management's assumptions regarding the availability of financing for exploration activities; operating and exploration costs; the ability to attract and retain skilled staff; the timely receipt of necessary regulatory and governmental approvals; and general market and economic conditions. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
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