VANCOUVER, BC / ACCESS Newswire / July 14, 2025 / Faraday Copper Corp. ("Faraday" or the "Company") (TSX:FDY) (OTCQX:CPPKF) is pleased to announce a brokered and non-brokered financing for up to $30,000,080 from strategic and other investors, including the Lundin Family Trusts (as defined below), to advance exploration and development of its Copper Creek Project, located in Arizona, U.S.
Brokered Private Placement
The Company is pleased to announce it has entered into an agreement with Ventum Financial Corp. as lead underwriter and sole bookrunner (the "Lead Underwriter"), on its own behalf and on behalf of a syndicate of underwriters (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase an aggregate of 13,636,400 common shares (the "Common Shares") on a "bought deal" private placement basis, at a price of $1.10 per Common Share (the "Offering Price") for aggregate gross proceeds of $15,000,040 (the "Brokered Offering"), excluding additional proceeds raised from the exercise of the Underwriters' Option (defined below).
The Brokered Offering will be made in accordance with the 'listed issuer financing exemption' in Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (together, the "Listed Issuer Financing Exemption"), to purchasers in any province or territory of Canada, except Québec. The Common Shares issued and sold pursuant to the Listed Issuer Financing Exemption will not be subject to a 'hold period' pursuant to applicable Canadian securities laws. There is an offering document related to the Brokered Offering that can be accessed under the Company's issuer profile at www.sedarplus.ca and on the Company's website at www.faradaycopper.com. Prospective investors purchasing under the Listed Issuer Financing Exemption should read this offering document before making an investment decision.
The Common Shares may also be sold to purchasers in the United States pursuant to one or more exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and other qualifying jurisdictions outside of Canada that are mutually agreed to by the Company and the Underwriters pursuant to relevant prospectus or registration exemptions in accordance with applicable laws.
The Company has granted to the Underwriters an option (the "Underwriters' Option") to increase the size of the Brokered Offering by up to an additional number of Common Shares that in aggregate would be equal to 15% of the total number of Common Shares to be issued under the Brokered Offering, to cover over-allotments, if any, exercisable at any time up to 48 hours prior to closing of the Brokered Offering. In connection with the Brokered Offering, the Underwriters will receive an aggregate cash fee equal to 5.0% of the gross proceeds thereunder, including additional proceeds raised from the exercise of the Underwriters' Option.
The Company intends to use the net proceeds from the Brokered Offering for exploration and development of its Copper Creek Project and for general working capital purposes.
The Brokered Offering is scheduled to close on or about July 29, 2025 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange.
Non-Brokered Private Placement
Concurrently with the Brokered Offering, the Company will conduct a non-brokered private placement of up to 13,636,400 additional Common Shares (the "Additional Shares") at the Offering Price to raise up to C$15,000,040 million (the "Non-Brokered Offering"). The Lundin Family Trusts (as defined below) have indicated their intention of subscribing in the Non-Brokered Offering.
The Additional Shares may be offered to purchasers resident in Canada pursuant to applicable prospectus exemptions, other than the Listed Issuer Financing Exemption, in accordance with applicable securities laws, and may also be offered to purchasers in the United States pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act of 1933. Any Additional Shares issued to purchasers resident in Canada will be subject to a hold period in accordance with applicable Canadian securities laws, expiring four months and one day following the issue date.
The Company intends to use the net proceeds from the Non-Brokered Offering for exploration and development of its Copper Creek Project and for general working capital purposes.
The Non-Brokered Offering is scheduled to close on or about July 29, 2025 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Toronto Stock Exchange. The closing of the Brokered Offering and the closing of the Non-Brokered Offering are not cross conditional.
Trusts settled by the late Adolf H. Lundin (the "Lundin Family Trusts") have indicated their intention to participate in the Non-Brokered Offering. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as a private entity controlled by the Lundin Family Trusts is currently the Company's largest shareholder. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to or the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The securities offered in the Brokered Offering and Non-Brokered Offering have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Faraday Copper
Faraday Copperis an exploration company focused on advancing its flagship copper project in Arizona,
U.S. The Copper Creek Projectis one of the largest undeveloped copper projects in North America with significant district scale exploration potential. The Company is well-funded to deliver on its key milestones and benefits from a management team and board of directors with senior mining company experience and expertise. Faraday trades on the TSX under the symbol "FDY".
For additional information please contact:
Stacey Pavlova, CFA
Vice President, Investor Relations & Communications
Faraday Copper Corp.
E-mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Website: www.faradaycopper.com
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Cautionary Note on Forward Looking Statements
Some of the statements in this news release, other than statements of historical fact, are "forward-looking statements" and are based on the opinions and estimates of management as of the date such statements are made and are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause actual results, level of activity, performance or achievements of Faraday to be materially different from those expressed or implied by such forward- looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements concerning the exploration potential of the Copper Creek property; completion of the Brokered and Non-Brokered Financings, and the timing thereof; the anticipated use of net proceeds of the Brokered and Non-Brokered Financings; the receipt of TSX and other regulatory approvals.
Although Faraday believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements should not be in any way construed as guarantees of future performance and actual results or developments may differ materially. Accordingly, readers should not place undue reliance on forward-looking statements or information.
Factors that could cause actual results to differ materially from those in forward-looking statements include without limitation: market prices for metals; the conclusions of detailed feasibility and technical analyses; lower than expected grades and quantities of mineral resources; receipt of regulatory approval; receipt of shareholder approval; mining rates and recovery rates; significant capital requirements; price volatility in the spot and forward markets for commodities; fluctuations in rates of exchange; taxation; controls, regulations and political or economic developments in the countries in which Faraday does or may carry on business; the speculative nature of mineral exploration and development, competition; loss of key employees; rising costs of labour, supplies, fuel and equipment; actual results of current exploration or reclamation activities; accidents; labour disputes; defective title to mineral claims or property or contests over claims to mineral properties; unexpected delays and costs inherent to consulting and accommodating rights of Indigenous peoples and other groups; risks, uncertainties and unanticipated delays associated with obtaining and maintaining necessary licenses, permits and authorizations and complying with permitting requirements, including those associated with the Copper Creek property; and uncertainties with respect to any future acquisitions by Faraday. In addition, there are risks and hazards associated with the business of mineral exploration, development and mining, including environmental events and hazards, industrial accidents, unusual or unexpected formations, pressures, cave-ins, flooding and the risk of inadequate insurance or inability to obtain insurance to cover these risks as well as "Risk Factors" included in Faraday's disclosure documents filed on and available at www.sedarplus.ca.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This press release is not, and under no circumstances is to be construed as, a prospectus, an offering memorandum, an advertisement or a public offering of securities in Faraday in Canada, the United States or any other jurisdiction. No securities commission or similar authority in Canada or in the United States has reviewed or in any way passed upon this press release, and any representation to the contrary is an offence.
