CCCM.V · 2026-02-11 12:00:00

C3 Metals Announces Closing of $28,000,500 Bought Deal Private Placement

Financings

#49262356.2

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ONTARIO – February 11, 2026 - C3 Metals Inc. (TSXV: CCCM) (“C3 Metals” or the “Company”)

is pleased to announce that, further to its press releases of January 21, 2026 and January 22, 2026, it has

closed its bought deal private placement of 25,455,000 common shares in the capital of the Company

(the “Shares”) at a price of C$1.10 per Share for gross proceeds of $ 28,000,500 (the “Offering”), which

includes the exercise of the over-allotment option.

The Offering was conducted pursuant to the terms and conditions of an underwriting agreement entered

into between the Company , Paradigm Capital Inc., as lead underwriter , ATB Cormark Capital Markets ,

Canaccord Genuity Corp. and BMO Nesbitt Burns Inc. (collectively, the “Underwriters”).

As consideration for the services provided by the Underwriters in connection with the Offering, the

Company paid the Underwriters a fee of $1,680,030, equal to 6% of the proceeds of the Offering.

The Company intends to use the net proceeds of the Offering for exploration and development activities

at the Company’s 100%-owned Khaleesi Copper-Gold project, for exploration and development activities

at the Company's 50%-owned Super Block project, and general working capital purposes.

All securities issued in connection with the Offering are subject to a statutory hold period ending June 12,

2026. The Offering is subject to the final acceptance of the TSX Venture Exchange.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy

5.9 and Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions

("MI 61 -101") as an insider of the Company acquired 3,864,000 Shares pursuant to the Offering. The

Company is relying on the exemptions from the valuation and minority shareholder approval

requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not

listed on a specified m arket and the fair market value of the participation in the Offering by the insider

does not exceed 25% of the market capitalization of the Company in accordance with MI 61 -101. 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 Offering, which the Company deems reasonable in the circumstances in order to

complete the Offering in an expeditious manner.

The securities offered have not been registered under the United States Securities Act of 1933, as

amended ("U.S. Securities Act"), or any securities laws of any state of the United States, and may not be

offered or sold in the United States or to, or for the account or benefit of, a U.S. person absent registration

or an exemption from such registration requirements. This press rel ease shall not constitute an offer to

sell or the solicitation of an offer to buy in the United States or to, or for the account or benefit of, a U.S.

person nor shall there be any sale of the securities in any state of the United States in which such offer,

solicitation or sale would be unlawful. "United States" and "U.S. persons" are as defined in Regulation S

under the U.S. Securities Act.

- 2 -

For additional information, contact:

Dan Symons

President and CEO

+1 416 716 6466

[email protected]

ABOUT C3 METALS INC.

C3 Metals Inc. is a mineral exploration company focused on creating substantive value for its shareholders

through the discovery and development of large copper and gold deposits. The Company holds

approximately 31,000 hectares located in the prolific high -grade Andahuaylas-Yauri Porphyry-Skarn belt

of Southern Peru, which contain the Company's Jasperoide and Khaleesi projects. Mineralization at

Jasperoide is hosted in a similar geological setting to the nearby major mining operations at Las Bambas

(MMG), Constancia (Hudbay) and Antapaccay (Glencore). At Jasperoide, the Company has identified over

13 skarn prospects and an outcropping porphyry system over two parallel 28km belts. The Company has

published a maiden resource estimate on the first of these skarn targets, which contained Measured &

Indicated Resources of 52Mt at 0.5% copper and 0.2 g/t gold 1. The Company is also actively exploring in

Jamaica where it has identified 16 porphyry, 40 epithermal and multiple volcanic redbed copper prospects

over a 30km strike extent. The Company holds a 100% interest in 17,855 hectares of exploration licenses,

of which Freeport-McMoRan Exploration Corporation, a wholly-owned affiliate of Freeport-McMoRan Inc.

(NYSE: FCX), has the option on 13,020 hectares to earn up to a 75% interest by funding up to US$75 million

of exploration and project related expenditures. The Company also holds a 50% interest in 9,870 hectares

in a joint venture with Geophsyx Jamaica Ltd, the largest mineral tenure holder in the country. Barrick

Mining Corp. announced on May 1, 2024 that it had entered into an earn -in agreement with Geophysx

Jamaica Ltd. on approximately 400,000 hectares of exploration licenses, several of which surround C3

Metals' mineral concessions. Mining is currently the second largest industry in Jamaica, and historical

mining dates back to the colonial eras of the 1500s (Spanish) and 1800s (British).