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”).SellingShareholder:Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP(collectively, “Orion” or the “Selling Shareholder”).Offering:Offering of 59,520,000 common shares (the “Common Shares”) of the Company, comprised of47,620,000 Common Shares to be issued from treasury of the Company (the “Treasury Offering”) and11,900,000 Common Shares to be sold by the Selling Shareholder (the “Secondary Offering”)(together, the “Offering”).	Issuer:Capstone Copper Corp. (“Capstone” or the “Company”).SellingShareholder:Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP(collectively, “Orion” or the “Selling Shareholder”).Offering:Offering of 59,520,000 common shares (the “Common Shares”) of the Company, comprised of47,620,000 Common Shares to be issued from treasury of the Company (the “Treasury Offering”) and11,900,000 Common Shares to be sold by the Selling Shareholder (the “Secondary Offering”)(together, the “Offering”).	Issuer:Capstone Copper Corp. (“Capstone” or the “Company”).SellingShareholder:Orion Fund JV Limited, Orion Mine Finance Fund II LP and Orion Mine Finance (Master) Fund I-A LP(collectively, “Orion” or the “Selling Shareholder”).Offering:Offering of 59,520,000 common shares (the “Common Shares”) of the Company, comprised of47,620,000 Common Shares to be issued from treasury of the Company (the “Treasury Offering”) and11,900,000 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 OOffering, before giving effect to the over-allotment option.Offering Price:C$6.30 per Common Share.Over-AllotmentOption:The Company has granted to the Underwriters an option exdiscretion of the Underwriters at any time up to 30 days afteCompany up to an additional 8,928,000 Common Shares (rOffering Price and on the same terms and conditions as set	ffering and C$74,970,0ercisable in whole or inr Closing, to purchaseepresenting 15% of theforth above, to cover o	00 Secondary
			part at the solefrom treasur of the
			yOffering) at the
			ver-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 growthinitiatives in Chile, notably the Mantoverde Optimized Project and Santo Domingo detailedengineering, advance expansionary exploration programs, as well as for general corporate andworking capital purposes to provide additional balance sheet flexibility as further described in thet lt
	prospecus suppemen.Capstone will not receive any of the proceeds from the SecOffering will be payable to the Selling Shareholder.	ondary Offering. The n
			et proceeds of the
	Retained Interest:Following Closing, but prior to the exercise of the Over-Allotment Option, the Selling Shareholder willown 152,936,179 Common Shares, representing a 20.6% ownership interest in the Company. If theOver-Allotment Option is exercised in full, the Selling Shareholder will own 152,936,179 CommonShares, 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, exceptQuebec, by way of a prospectus supplement to the Company’s short form base shelf prospectusdated March 1, 2023 and may be offered on a private placement basis to “qualified institutionalbuyers” in the U.S. using Rule 144A or such other exemption as not to require registration; and, inaccordance with applicable securities laws, any other jurisdictions that would not require the filing of aprospectus, registration statement, offering memorandum or similar document and would not result inthe Company having any reporting or other obligation in such jurisdiction, provided that no CommonShares will be offered in AustraliaUnderwritingBasis:Bought deal, subject to a mutually acceptable underwriting agreement containing “Disaster Out”,“Regulatory Out”, “Material Adverse Change Out” and “Breach Out” clauses running until the ClosingDate.Standstill:The Company has agreed not to issue any equity securities for a period of 90 days, subject tocustomary exceptions. The Selling Shareholder has agreed not to sell any equity securities of theCompany for a period of 90 days, subject to customary exceptions.

LisEliJoBoCoCl	ting:	The com	mon shares trade on the Toronto Stock Exchange under the symbol “CS”.	ent Option as
	gibility:intokrunners:mmission:osing:	Eligible fRBC Ca	or RRSPs, RRIFs, RESPs, RDSPs, TFSAs, DPSPs and FHSAs.ital Markets National Bank Financial and Scotiabank
		Cash coapplicabFebruary	, .mmission equal to 4.0% of the gross proceeds of the Offering (and Over-Allotmle) payable on Closing to the Underwriters.8, 2024 or such other date as the Company and the Underwriters may agree.