Copper Road Announces Closing of First Tranche of Financing

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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TORONTO, Dec. 24, 2025 (GLOBE NEWSWIRE) — Copper Road Resources Inc. (TSX-V: CRD) (“Copper Road Resources” or the “Company“) is pleased to announce that it has closed the first tranche (the “First Tranche”) of its previously announced non-brokered private placement (the “Offering”) consisting of the sale of 9,952,447 flow-through units ( the “FT Units”) at a price of $0.045 per FT Unit and 2,435,000 hard-dollar units (the “Units”) at a price of $0.04 per Unit for aggregate gross proceeds of $545,260.

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Each Unit consists of one common share of the Company and one common share purchase warrant (each, a “Warrant”). Each FT Unit consists of one common share and one Warrant of the Company each to be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Warrant shall entitle the holder to purchase one common share of the Company at a price of $0.05 at any time on or before that date which is 18 months after the date of issuance.

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The gross proceeds from the sale of the FT Units will be used to incur eligible “Canadian exploration expenses” that qualify as “flow-through critical mineral mining expenditures” as both terms are defined in Income Tax Act (Canada)(“Qualifying Expenditures”). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Units effective December 31, 2025. It is anticipated that the proceeds from the sale of FT Units will be used for exploration of the Ben Nevis Project or on the Company’s other Ontario properties.

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A certain officer of the Company subscribed for an aggregate of 222,222 FT Units under the Offering which participation constitutes 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 is relying on an exemption from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to section 5.5(a) and section 5.7(1)(a), as the fair market value of the participation is not more than 25% of the Company’s market capitalization.

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Completion of the Offering is subject to receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange. In connection with the First Tranche, the Company has agreed to pay a cash commission in the aggregate of $40,120 to eligible finders and to issue 762,862 finder warrants each exercisable for a common share of the Company at a price of $0.05 for a period of 18 months. The securities issued pursuant to the Offering will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws.

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The securities have not been, and will not be, registered under the Unites States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state security laws, and may not be offered or sold in the Unites States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the Unites States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.