Greenstone Announces Proposed Secondary Private Placement Offering of Shares of Gunnison Copper Corp.

Article content

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Article content

ST PETER PORT, Guernsey, Channel Islands, Feb. 04, 2026 (GLOBE NEWSWIRE) — Greenstone Resources II LP (“Greenstone”) announces that on February 4, 2026 it, together with its affiliates Greenstone Excelsior Holdings LP, Greenstone Co-Investment No 1 (Excelsior) LP and Greenstone Co-Investment No 2 (Excelsior) LP (together, the “Greenstone Group”), entered into an agreement (the “Agreement”) with Paradigm Capital Inc (“Paradigm”) pursuant to which the Greenstone Group appointed Paradigm to act as agent on a commercially reasonable “best efforts” basis, in connection with an offering of up to 143,208,937 common shares (the “Shares”) of Gunnison Copper Corp. (“Gunnison”) currently owned by the Greenstone Group, at a price of C$0.45 per Share for gross proceeds to the Greenstone Group of C$64,444,022 (the “Offering”) (excluding commissions and expenses payable to Paradigm in connection with the Offering).   

Article content

Article content

Article content

The Greenstone Group signed the Agreement with Paradigm following confirmation from Paradigm of interest from certain institutional investors (the “Purchasers”) to purchase the Shares from the Greenstone Group. Completion of the Offering will be subject to execution by the Greenstone Group and the Purchasers of share purchase agreements. Completion of the Offering is expected to occur on or by 17 February, 2026.

Article content

Article content

The Shares will be sold on a “best efforts” basis in each of the Provinces of Canada by way of private placement to “accredited investors” or pursuant to other available exemptions from the prospectus requirements under National Instrument 45-106 – Prospectus Exemptions and in the United States to Qualified Institutional Buyers pursuant to Rule 144A or other applicable exemptions under the U.S. Securities Act of 1933, as amended (the “Securities Act”). In Canada the Shares will be subject to a four-month and one day hold period from the completion of the Offering, in accordance with applicable Canadian securities laws. In the United States, the shares will be “restricted securities”, and may only be resold in accordance with Rule 144A, or another applicable exemption under the Securities Act, including outside the United States in accordance with Regulation S under the Securities Act.

Article content

Article content

The Greenstone Group beneficially owns and controls 143,208,937 common shares of Gunnison, representing an aggregate ownership interest in Gunnison of 36.6% (excluding conversion or exercise of debentures and options of Gunnison owned by the Greenstone Group and which do not form part of the Offering)

Article content

Following completion of the Offering, the Greenstone Group will no longer own any common shares of Gunnison, representing a decrease in ownership of 36.6%.

Article content

Depending on market conditions and other factors, the Greenstone Group may from time to time acquire and/or dispose of securities of Gunnison or continue to hold its current position. Following completion of the Offering, a copy of the early warning report required to be filed with the applicable securities commission in connection with the transactions will be available on SEDAR+ at www.sedarplus.ca and can be obtained by contacting Gary Mauger at [email protected] or at +44 1481 749 700. Greenstone’s address is set out below.

Article content

Greenstone Resources II L.P.
PO Box 656
East Wing, Trafalgar Court, Les Banques
St Peter Port, Guernsey, GY1 3PP

Article content

Gunnison Copper Corp.
Concord Place
300 – 2999 North 44^th Street
Phoenix, AZ
85018

Article content

This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Article content

Article content

Article content

Article content

Article content

Article content