Faraday Copper Corp. — Capital/Financing Update 2024

May 23, 2024

FARADAY COPPER CORP. TERM SHEET BOUGHT DEAL OFFERING OF COMMON SHARES

May 22, 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 (other than Quebec). 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.

The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of applicable United States securities laws. This term sheet shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.

ISSUER: Faraday Copper Corp. (“ Faraday ” or the “ Company ”) OFFERING: 25,000,000 common shares of the Company (the “ Shares ”) OFFERING PRICE: $0.80 per Share (the “ Offering Price ”) GROSS PROCEEDS: $20,000,000 (excluding the exercise of the Over-Allotment Option) OVER-ALLOTMENT The Company has granted the Underwriters an option to cover over-allotments and OPTION: for market stabilization purposes (the “ Over-Allotment Option ”), which will allow the Underwriters to purchase up to an additional 15% of the Shares at the Offering Price. The Over-Allotment Option is exercisable in whole or in part at any time, for a period of 30 days after the Closing Date (as defined herein). USE OF PROCEEDS: The net proceeds raised from the Offering will be used to fund advancement of the Company’s Copper Creek project as well as for working capital and general corporate purposes as set out in the prospectus supplement. OFFERING “Bought deal” public offering by way of a prospectus supplement to the Company’s PROCEDURE: short form base shelf prospectus dated October 21, 2022 to be filed in all of the provinces and territories of Canada (excluding Quebec) and such other jurisdictions (the “ Qualifying Jurisdictions ”) as may be agreed to by the Company and the CoLead Underwriters.

Any Shares sold in the United States will be to investors in reliance upon applicable registration exemptions (including Rule 144A of the United States Securities Act of 1933 and Rule 506 of Reg. D), and may also be offered in certain jurisdictions outside of Canada and the United States that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.

LISTING: The Company shall obtain the necessary approvals to list the Shares on the Toronto Stock Exchange, which listing shall be conditionally approved prior to the Closing Date.

ELIGIBILITY: The Shares will be considered qualified investments for the purpose of RRSPs, RRIFs, RESPs, DPSPs and TFSAs in Canada, subject to customary qualifications.

COMMISSION: The Company will pay a cash commission of 5.0% of the gross proceeds of the Offering on the Closing Date to the Underwriters, except in respect of certain sales comprising the Company’s President’s List for which there will be no cash

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commission payable. The President’s List shall not exceed $12,500,000. The same commission shall be paid to the Underwriters in connection with any Shares sold pursuant to the exercise of the Over-Allotment Option.

UNDERWRITERS: Ventum Financial Corp. (“ Ventum Financial ”), Canaccord Genuity Corp. (“ Canaccord Genuity ”) and TD Securities Inc. (“ TD Securities ”) will act as co-lead underwriters, and such other underwriters (collectively the “ Underwriters ”) as may be agreed by the Company and Ventum.

CLOSING DATE: On or about May 30, 2024 or such other date as the Underwriters and the Company may agree in writing (the “ Closing Date ”).

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