CCCM.V · 2023-11-01 12:00:00

C3 Metals Announces Fully Subscribed $7.0 Million Private Placement Financing

Financings

C3 Metals Announces Fully Subscribed $7.0

Million Private Placement Financing

Toronto, Ontario--(Newsfile Corp. - November 1, 2023) -

C3 Metals Inc.

(TSXV: CCCM) (OTCQB:

CUAUF) ("C3 Metals" or the "Company") is pleased to announce it has arranged a non-brokered private

placement of 100,000,000 common shares of the Company at a price of $0.07 per common share for

gross proceeds of $7.0 million (the "Placement").

Dan Symons, President and Chief Executive Officer, stated:

"Proceeds from this financing will be

primarily invested in an expanded drill program in Jamaica where we remain active with two drill rigs.

The Company will continue to step out and test both lateral and depth extensions of copper-gold

mineralization at multiple target areas within the highly prospective porphyry and epithermal belts in

Jamaica."

The anticipated closing date of the Placement is November 15, 2023.

Closing of the Placement is

subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX

Venture Exchange ("TSXV").

All securities issued in connection with the Placement will be subject to a

hold period of four months plus a day from the date of issuance and the resale rules of applicable

securities legislation. The Company may pay up to a 6.0% cash commission of the value of common

shares issued to subscribers to qualified finders in Canada in connection with the Placement.

Any finder

fees paid would be in accordance with TSXV policies.

Proceeds from the Placement will be used primarily for continued exploration programs in Jamaica in

addition to exploration and property costs for the Jasperoide, Peru project and for working capital and

general corporate purposes.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the

securities in the United States. The securities have not been and will not be 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 within the United States or to U.S. Persons unless registered under the U.S.

Securities Act and applicable state securities laws or an exemption from such registration is available.

Share Consolidation

The Company also announces that the Company's board of directors has approved consolidating its

common shares on the basis of one (1) post-consolidation share for every thirteen (13) pre-consolidation

shares (the "Consolidation").

Board of director approval follows shareholder approval of the

Consolidation at the Company's last annual and special meeting of shareholders held on March 3, 2023.

The effective date of the Consolidation will be as soon as practicable following the closing date of the

Placement, and will be confirmed at a future time, following the Company's receipt of approval for the

Consolidation from the TSXV.

The Company believes that the Consolidation is needed to strengthen its capital structure and that the

Placement will result in the Company being well-funded to continue its exploration drilling in Jamaica

where the Company expects to be able to provide regular news flow.

Additionally, the Company believes

that additional benefits of the Consolidation may include increased investor interest, particularly from

certain institutional investors and investment funds that otherwise may be prevented under their

mandates or guidelines from investing in the Company at the current share price.

Also, the Consolidation

is expected to result in a smaller number of common shares outstanding trading at a higher price

reflecting the Consolidation ratio.

It is believed that a higher trading price may attract other new investors

that could further enhance the value of the common shares held by current shareholders and that the

Consolidation will result in the Company's share price being in a range that is more consistent with other

widely-held publicly traded companies that are in C3 Metals' peer group of companies.

The Company currently has 689,504,235 issued and outstanding common shares.

As the Placement is

fully-subscribed, the Company would have 789,504,235 common shares outstanding upon closing the

Placement.

Upon completion of the Consolidation, the Company is therefore expected to have

approximately 60,731,095 post-consolidation common shares outstanding, subject to adjustment for

rounding.

No fractional shares will be issued in connection with the Consolidation.

If a holder of shares

would otherwise be entitled to a fraction of a share, then the number of post-consolidation shares

issuable to such shareholder shall be rounded down to the next lower whole number. No cash

consideration will be paid in respect of fractional shares.

The exercise or conversion price and/or the

number of shares issuable with respect to any of the Company's outstanding convertible securities will

be proportionately adjusted in connection with the Consolidation.

Shareholders of record as of the effective date will receive a letter of transmittal from TSX Trust

Company, the transfer agent for the common shares, providing instructions for the exchange of their

shares as soon as practicable following the effective date.

Until surrendered, each share certificate

representing pre-consolidation shares will represent the number of whole post-consolidation shares to

which the holder is entitled as a result of the Consolidation.

Beneficial shareholders holding their shares

in brokerage accounts will have their positions adjusted automatically following the effective date.

Dan Symons, President and CEO, continued:

"We are undertaking a share consolidation from a

position of strength.

Following the closing of the fully subscribed Placement, we will be in a strong

financial position to continue to execute on our exploration program in Jamaica and continue to

provide regular news flow with the results of the program.

Cleaning up the share structure is important

to attract new institutional investors.

With our recent positive exploration results, combined with the

news flow we expect to generate from a well-funded and extended exploration program, we believe it is

the right time to consolidate our existing share structure since we are doing so from a position of

strength."

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

is actively exploring in Jamaica where it has identified 16 porphyry and 40 epithermal prospects over a

30km strike extent across its 20,700 hectare exploration licences package.

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).

The Company also holds approximately 24,000 hectares located in the

prolific high-grade Andahuaylas-Yauri Porphyry-Skarn belt of Southern Peru.

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 15 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.