Toronto, Ontario — February 11, 2026 — Leads & Copy — C3 Metals Inc. has closed a bought deal private placement of 25,455,000 common shares at C$1.10 per share, raising gross proceeds of $28,000,500, which includes the exercise of the over-allotment option.
The company intends to use the net proceeds for exploration and development at its Khaleesi Copper-Gold project and Super Block project, and for general working capital.
The offering was conducted under an underwriting agreement with Paradigm Capital Inc., as lead underwriter, along with ATB Cormark Capital Markets, Canaccord Genuity Corp., and BMO Nesbitt Burns Inc.
The underwriters received a fee of $1,680,030, equivalent to 6% of the offering’s proceeds, for their services.
All securities issued are subject to a statutory hold period ending June 12, 2026, and the offering awaits final acceptance from the TSX Venture Exchange.
An insider of C3 Metals acquired 3,864,000 shares in the offering, making it a related party transaction under TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101.
The company relied on exemptions from valuation and minority shareholder approval requirements, as it is not listed on a specified market and the insider’s participation does not exceed 25% of the company’s market capitalization.
C3 Metals deemed it reasonable to complete the offering expeditiously, not filing a material change report 21 days before closing.
The securities have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption.
C3 Metals Inc. is focused on creating value for shareholders through the discovery and development of copper and gold deposits. The company holds approximately 31,000 hectares in Southern Peru, including the Jasperoide and Khaleesi projects. Jasperoide has over 13 skarn prospects and an outcropping porphyry system.
The company has also identified 16 porphyry, 40 epithermal and multiple volcanic redbed copper prospects over a 30km strike extent in Jamaica. Freeport-McMoRan has the option to earn up to a 75% interest in 13,020 hectares by funding up to US$75 million of exploration and project related expenditures.
C3 Metals also holds a 50% interest in 9,870 hectares in a joint venture with Geophsyx Jamaica Ltd. Barrick Mining Corp. entered into an earn-in agreement with Geophysx Jamaica Ltd. on approximately 400,000 hectares of exploration licenses on May 1, 2024.
Mining is the second largest industry in Jamaica.
Source: C3 Metals Inc.
