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Copper Quest Exploration Inc. (CSE: CQX; FRA: 3MX) (" Copper Quest " or the " Company ") is pleased to announce that it has closed the second and final tranche (the " Second Tranche ") of its previously announced non-brokered private placement (the " Private Placement ") with the issuance of 4,070,534 units (the " Units ", and each, a " Unit ") of the Company at a price of $0.075 per Unit for gross proceeds of $305,290.05.
Each Unit consists of one (1) common share of the Company (" Share ") and one (1) Share purchase warrant, whereby each Share purchase warrant (" Warrant ") is convertible into an additional Share (" Warrant Share ") at an exercise price of $0.15 per Warrant Share. Each Warrant will expire on September 19, 2027 (the " Expiry Date "), being the date that is two (2) years following the date of issuance. The Expiry Date is subject to acceleration in the event the closing price of the Company's common shares on the Canadian Securities Exchange is equal to or greater than C$0.29 for a period of 10 consecutive trading days at any time after that date which is four (4) months following the date of issuance, in which case the Expiry Date of the Warrants shall automatically accelerate and the Warrants will expire on that date which is 30 days from the date of notice of such acceleration event.
In connection with the Private Placement, the Company paid aggregate finder's fees in the amount of $5,040 to eligible finders and issued a total of 67,200 finder warrants (the " Finder Warrants "). The terms of the Finder Warrants are the same as the Warrants.
An insider of the Company acquired an aggregate of 680,000 units. The participation by the insider in the Private Placement constitutes a "related party transaction" as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities purchased by insiders, nor the consideration for the securities paid by such insiders, exceeded 25% of CQX's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. The Private Placement was unanimously approved by the Board.
Proceeds from the Private Placement are intended for exploration activities and general working capital purposes. All securities issued in connection with the Private Placement are subject to a statutory hold period expiring January 20, 2026, being the date that is four months and one day from the date of issuance.
The securities described herein have not been 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 absent registration or compliance with an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Copper
Copper is an essential industrial metal at the heart of the global energy transition and modern infrastructure. It plays a critical role in electrification, renewable energy systems, electric vehicles, data centers, and smart technologies. With global demand rising and new supply challenged by declining grades, complex permitting, and underinvestment, the copper market faces persistent deficits and growing geopolitical scrutiny. Recent U.S. policy announcements, including import tariffs and initiatives to secure domestic and allied supply chains, underscore copper's strategic importance and the need for resilient, localized resource exploration, development, production and processing capacity.
About Copper Quest Inc.
Copper Quest (CSE: CQX; OTCQB: IMIMF; FRA: 3MX) is focused on building shareholder value through the exploration and development of its North American Critical Mineral portfolio of assets. The Company's land package currently comprises four projects that span over 40,000+ hectares in great mining jurisdictions.
Copper Quest has a 100% interest in the Stars Property, a porphyry copper-molybdenum discovery, covering 9,693 hectares in central British Columbia's Bulkley Porphyry Belt. Contiguous to the Stars Property Copper Quest has a 100% interest in the 5,389 ha Stellar Property. CQX also has an earn-in option up to 80% and joint-venture agreement on the 4,700 ha porphyry copper-molybdenum Rip Project, also in the Bulkley Porphyry Belt.
Copper Quest has a 100% interest in the Thane Project located in the Quesnel Terrane of Northern BC which spans over 20,658 ha with 10 high-priority targets identified demonstrating significant copper and precious metal mineralization potential.
Copper Quest's leadership and advisory teams are senior mining industry executives who have a wealth of technical and capital markets experience and a strong track record of discovering, financing, developing, and operating mining projects on a global scale. Copper Quest is committed to sustainable and responsible business activities in line with industry best practices, supportive of all stakeholders, including the local communities in which it operates. The Company's common shares are principally listed on the Canadian Stock Exchange under the symbol "CQX". For more information on Copper Quest, please visit the Company's website at Copper Quest .
On behalf of the Board of Copper Quest Exploration Inc.
Brian Thurston, P.Geo.
Chief Executive Officer and Director
Tel: 778-949-1829
For further information contact:
Kelly Abbott
Investor Relations
info@copper.quest
Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively, " forward-looking statements ") within the meaning of applicable securities legislation. All statements, other than statements of historical fact included herein, including without limitation, statements relating the future operations and activities of Copper Quest, are forward-looking statements. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements in this news release relate to, among other things, the expected use of proceeds from the Private Placement. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, risks associated with possible accidents and other risks associated with mineral exploration operations, the risk that the Company will encounter unanticipated geological factors, risks associated with the interpretation of exploration results, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company's exploration plans, the risk that the Company will not be able to raise sufficient funds to carry out its business plans, and the risk of political uncertainties and regulatory or legal changes that might interfere with the Company's business and prospects. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. The Company does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.
