Copper One Resources Corp. Announces Non-Brokered LIFE Offering of up to $2,500,000
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News Release May 12, 2026
Copper One Resources Corp. Announces Non-
Brokered LIFE Offering of up to $2,500,000
-NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES-
Vancouver, BC - TheNewswire – May 12, 2026 – Copper One Resources Corp.
("Copper One" or the "Company") (BFG: CSE I BFGFF: OTC I YW5: Frankfurt) is
pleased to announce that it intends to complete a non -brokered private placement
pursuant to the listed issuer financing exemption under Part 5A.2 of National Instrument
45-106 – Prospectus Exemptions (“NI 45-106”) (the “LIFE Offering”) to raise up to
C$2,500,000 through the sale of non-flow-through units (each, an "NFT Unit") and flow-
through units (each, an "FT Unit") of the Company. The LIFE Offering is expected to
consist of up to 2,325,581 NFT Units at a price of C$0.43 per NFT Unit for gross proceeds
of C$1,000,000 and up to 3,488,372 FT Units at a price of C$0.43 per FT Unit for gross
proceeds of C$1,500,000.
Each NFT Unit will consist of one common share of the Company (a "Share") and one
common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to
acquire one additional Share for a period of twelve (12) months from the date of issuance
at a price of C$0.70 per Share.
Each FT Unit will consist of one Share of the Company that qualifies as a "flow-through
share" within the meaning of the Income Tax Act (Canada) (an "FT Share") and one
Warrant. Each Warrant will entitle the holder to acquire one non-flow-through Share for a
period of twelve (12) months from the date of issuance at a price of C$0.70 per Share.
If the Company's Shares close at or above C$0.90 per Share for a period of five (5)
consecutive trading days, the Company may accelerate the expiry date of the Warrants
by issuing a press release or other permitted notice to the holders thereof (the
“Accelerated Exercise Period”). In such event, the Warrants will expire on the date that
is thirty (30) days following the date of such notice.
The FT Units and the NFT Units will be offered for sale: (i) by way of a private placement
pursuant to the listed issuer financing exemption under NI-45-106, as amended and
supplemented by Coordinated Blanket Order 45 -935 (Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption) in all provinces of Canada, except
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Québec (the “LIFE Exemption”); (ii) in the United States pursuant to an exemption from
the registration requirements of the U.S. Securities Act of 1933, as amended, and
applicable U.S. state securities laws; and (iii) in jurisdictions outside of Canada and the
United States, provided it is understood that no prospectus filing, registration or
comparable obligation arises in such other jurisdiction. The securities issued under the
LIFE Exemption will not be subject to a statutory hold period pursuant to appl icable
Canadian securities laws.
The Company’s offering document required under the LIFE Exemption and related to the
LIFE Offering (the “Offering Document”) can be accessed under the Company’s profile
on SEDAR+ and on the Company’s website. Prospective investors should read the
Offering Document before making an investment decision.
The LIFE Offering is non-brokered; however, the Company may pay finders’ fees to
eligible arm’s length parties, as approved by the Canadian Securities Exchange (the
“CSE”), consisting of: (i) a cash commission of up to 7% of the gross proceeds raised
from subscribers introduced by such finders; and (ii) non-transferable finder’s warrants
equal to up to 7% of the number of FT Units and NFT Units sold to such subscribers, with
each finder’s warrant exercisable at C$0.70 per Share for a period of 12 months from the
date of issuance.
The Company intends to use the net proceeds from the sale of NFT Units under LIFE
Offering for exploration and drilling programs, property payments, and general working
capital. The Company will use the net proceeds from the FT Units sold under the LIFE
Offering to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the
Income Tax Act (Canada) and "flow-through critical mineral mining expenditures" as
defined in subsection 127(9) of the Income Tax Act (Canada) (collectively, the
"Qualifying Expenditures"), and will renounce such Qualifying Expenditures to the
subscribers of FT Shares with an effective date no later than December 31, 2026, in an
aggregate amount not less than the total subscription proceeds received for the FT
Shares.
The LIFE Offering is expected to close on or around May 30, 2026 and is subject to certain
conditions, including, but not limited to, the receipt of all necessary approvals, including
the approval of the Canadian Securities Exchange (the “CSE”), and there can be no
assurance that the LIFE Offering will be completed as proposed or at all.
About Copper One Resources Corp.
Copper One is focused on identifying, acquiring, and advancing late-stage copper and
copper/silver/gold projects to meet the growing global demand for critical metals. This
demand is driven by U.S. clean energy and electrification initiatives, including the Inflation
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Reduction Act of 2022, and similar climate-focused programs worldwide, which require
substantial amounts of copper, silver, and gold for electric vehicles, renewable energy
infrastructure, and the modernization of clean and affordable energy systems.
Copper One’s flagship asset is the Majuba Hill Copper, Silver, and Gold District, located
156 miles (251 km) from Reno, Nevada. Majuba Hill benefits from a mining -friendly
regulatory environment and strong local infrastructure.
With a strengthened technical framework, supportive jurisdiction, and funded exploration
program, Copper One is focused on advancing Majuba Hill through systematic drilling
and technical evaluation. Copper One remains committed to responsible exploration,
technical transparency, and creating long-term shareholder value through discovery-
focused exploration.
All Stakeholders are encouraged to follow the Company on its social media profiles on
Linkedin, X, Facebook and Instagram.
Neither the CSE nor its Regulation Services Provider (as that term is defined in the
policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
On Behalf of the Board of Directors:
"David Greenway''
David Greenway, CEO
For further information, please contact:
Copper One Resources Corp.
Email: [email protected]
Phone: +1 (236) 788-0643
U.S. Securities Law Disclaimer
The securities issuable pursuant to the Transaction have not, nor will they be registered
under the United States Securities Act of 1933, as amended, and may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons in the
absence of U.S. registration or an applicable exemption from the U.S. registration
requirements. 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 the United States or in any
other jurisdiction in which such offer, solicitation or sale would be unlawful.
Disclaimer for Forward-Looking Information
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This news release contains forward-looking statements. Often, but not always, forward-
looking statements can be identified by the use of words such as “plans”, “will”,
“proposes”, “expects”, “estimates”, “intends”, “anticipates” or “believes”, or variations
(including negative and grammatical variations) of such words and phrases or state that
certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur
or be achieved. All statements, other than statements of historical fact , that address
activities, events or developments that the Company believes, expects or anticipates will
or may occur in the future (including, without limitation, statements regarding any
objectives and strategies of the Company) are forward-looking statements. Examples of
such forward-looking statements in this news release include the Company’s business
plans focused on the exploration and development of the Company’s mineral properties;
the proposed work program on the Company’s mineral properties; costs and timing of
future exploration and development activities; timing and receipt of approvals, consents
and permits under applicable legislation; use of available funds, including the proceeds
of the LIFE Offering and the costs of the LIFE Offering; completion of the LIFE Offering;
business objectives and milestones; and adequacy of financial resources. These forward-
looking statements reflect the current expectations, assumptions or beliefs of the
Company based on information currently available to the Company.
Forward-looking information is based on the reasonable assumptions, estimates, analysis
and opinions of management made in light of its experience and its perception of trends,
current conditions and expected developments, as well as other factors that management
believes to be relevant and reasonable in the circumstances at the date that such
statements are made, but which may prove to be incorrect. The material factors and
assumptions used to develop the forward-looking statements contained in this news
release include, without limitation, the availability and final receipt of required approvals,
licenses and permits, sufficient working capital, access to adequate services and
supplies, economic conditions, commodity prices, foreign currency exchange rates,
interest rates, access to equity and debt markets and associated costs of funds,
availability of a qualified work force, that the Company is able to procure equipment and
supplies in sufficient quantities and on a timely basis, that engineering and exploration
timetables and capital costs for the Company’s exploration plans are not incorrectly
estimated or affected by unforeseen circumstances or adverse weather conditions, that
any environmental and other proceedings or disputes are satisfactorily resolved, and that
the Company maintains its ongoing relations with its business partners and governmental
authorities.
There can be no assurance that forward-looking statements will prove to be accurate, as
actual results, performance or developments could differ materially from those anticipated
in such statements. Although the Company believes that the assumptions inherent in the
forward-looking statements are reasonable, forward-looking statements are not
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guarantees of future performance and accordingly undue reliance should not be put on
such statements due to the inherent uncertainty therein. The factors identified above are
not intended to represent a complete list of the factors that could affect the Company.
Forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the Company’s actual results, performance or developments to
be materially different from any future results, performance or developments expressed
or implied by the forward-looking statements, and even if such actual results are realized
or substantially realized, there can be no assurance that they will have the expected
consequences to, or effects on, the Company. Prospective investors should carefully
consider all information contained in this news release including information contained in
this section entitled “Cautionary Note Regarding Forward-Looking Statements”, before
deciding to purchase the securities. Additionally, purchasers should consider the risk
factors set forth below, as well as risks described in the Company’s filings that are
available on the Company’s SEDAR+ profile at www.sedarplus.ca. Risks which may
impact the forward-looking information contained in this news release include but are not
limited to: fluctuations in mineral and commodity prices; risks and hazards associated
with the business of mineral exploration and development (including environmental
hazards, potential unintended releases of contaminants, accidents, unusual or
unexpected geological or structural formations); the speculative nature of mineral
exploration and development; the Company’s ability to obtain additional funding; the
absence of known resources; environmental risks and remediation measures, including
evolving environmental regulations and legislation; changes in laws and regulations
impacting exploration and mining activities; the Company’s mineral properties being
subject to prior unregistered agreements, transfers or claims and other defects in title;
legal and litigation risks; statutory and regulatory compliance; insurance and uninsurable
risks; the Company’s history of losses and negative cashflow, which will continue into the
foreseeable future; the Company’s inability to pay dividends; volatility in the Company’s
Share price, the continuation of the Company’s management team and the Company’s
ability to secure the specialized skill and knowledge; relations with and claims by local
communities and non-governmental organizations; actual and perceived political risks in
local jurisdictions; the effectiveness of the Company’s internal control over financial
reporting; cybersecurity risks; general business, economic, competitive, political and
social uncertainties; and public health crises and other uninsurable risks.
These forward-looking statements are made as of the date of this news release, and,
other than as required by applicable securities laws, the Company disclaims any intent or
obligation to update publicly any forward-looking statements, whether as a result of new
information, future events or results or otherwise.