Capstone Copper Corp. — Capital/Financing Update 2024

Feb 6, 2024

Capstone Copper Corp.

Bought Deal Treasury and Secondary Offering of Common Shares Term Sheet

February 1, 2024

A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

Issuer:	Capstone Copper Corp. (“Capstone” or the “Company”).
Selling	Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP
Shareholder:	(collectively, “Orion” or the “Selling Shareholder”).
Offering:	Offering of 59,520,000 common shares (the “Common Shares”) of the Company, comprised of
	47,620,000 Common Shares to be issued from treasury of the Company (the “Treasury Offering”) and
	11,900,000 Common Shares to be sold by the Selling Shareholder (the “Secondary Offering”)
	(together, the “Offering”).
Offering Size:	C$374,976,000, comprised of a C$300,006,000 Treasury Offering and C$74,970,000 Secondary
	Offering, before giving effect to the over-allotment option.
Offering Price:	C$6.30 per Common Share.
Over-Allotment	The Company has granted to the Underwriters an option exercisable in whole or in part at the sole
Option:	discretion of the Underwriters at any time up to 30 days after Closing, to purchase from treasury of the
	Company up to an additional 8,928,000 Common Shares (representing 15% of the Offering) at the
	Offering Price and on the same terms and conditions as set forth above, to cover over-allotments, if
	any, and for market stabilization purposes.
Use of Proceeds:	The net proceeds of the Offering received by Capstone will be used to advance near term growth
	initiatives in Chile, notably the Mantoverde Optimized Project and Santo Domingo detailed
	engineering, advance expansionary exploration programs, as well as for general corporate and
	working capital purposes to provide additional balance sheet flexibility as further described in the
	prospectus supplement.
	Capstone will not receive any of the proceeds from the Secondary Offering. The net proceeds of the
	Offering will be payable to the Selling Shareholder.
Retained Interest:	Following Closing, but prior to the exercise of the Over-Allotment Option, the Selling Shareholder will
	own 152,936,179 Common Shares, representing a 20.6% ownership interest in the Company. If the
	Over-Allotment Option is exercised in full, the Selling Shareholder will own 152,936,179 Common
	Shares, representing an approximate 20.3% ownership interest in the Company.
Offering Basis:	The Common Shares will be offered publicly in all provinces and territories of Canada, except
	Quebec, by way of a prospectus supplement to the Company’s short form base shelf prospectus
	dated March 1, 2023 and may be offered on a private placement basis to “qualified institutional
	buyers” in the U.S. using Rule 144A or such other exemption as not to require registration; and, in
	accordance with applicable securities laws, any other jurisdictions that would not require the filing of a
	prospectus, registration statement, offering memorandum or similar document and would not result in
	the Company having any reporting or other obligation in such jurisdiction, provided that no Common
	Shares will be offered in Australia
Underwriting	Bought deal, subject to a mutually acceptable underwriting agreement containing “Disaster Out”,
Basis:	“Regulatory Out”, “Material Adverse Change Out” and “Breach Out” clauses running until the Closing
	Date.
Standstill:	The Company has agreed not to issue any equity securities for a period of 90 days, subject to
	customary exceptions. The Selling Shareholder has agreed not to sell any equity securities of the
	Company for a period of 90 days, subject to customary exceptions.

Listing:	The common shares trade on the Toronto Stock Exchange under the symbol “CS”.
Eligibility:	Eligible for RRSPs, RRIFs, RESPs, RDSPs, TFSAs, DPSPs and FHSAs.
Joint	RBC Capital Markets, National Bank Financial and Scotiabank.
Bookrunners:
Commission:	Cash commission equal to 4.0% of the gross proceeds of the Offering (and Over-Allotment Option as
	applicable) payable on Closing to the Underwriters.
Closing:	February 8, 2024 or such other date as the Company and the Underwriters may agree.