Faraday Copper Corp.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated October 21, 2022 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference herein and therein, constitutes a public offering of these securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities in those jurisdictions.

The securities offered under this prospectus supplement have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”), or the securities laws of any state of the United States. Accordingly, these securities may not be offered or sold within the United States (as such term is defined in Regulation S under the U.S. Securities Act) or to, or for the account or benefit of, any persons in the United States or U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to transactions exempt from registration under the U.S. Securities Act and applicable state securities laws. This prospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to, or for the account or benefit of, any persons in the United States or U.S. persons. See “Plan of Distribution”.

Information has been incorporated by reference in this prospectus supplement and the accompanying short form base shelf prospectus dated October 21, 2022 to which it relates from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Faraday Copper Corp. at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49225, Vancouver, BC, Canada, and are also available electronically at www.sedarplus.com.

PROSPECTUS SUPPLEMENT To the Short Form Base Shelf Prospectus dated October 21, 2022

New Issue

May 24, 2024

==> picture [398 x 61] intentionally omitted <==

$20,000,000

25,000,000 Common Shares

This prospectus supplement (the “ Prospectus Supplement ”) of Faraday Copper Corp. (the “ Corporation ”), together with the short form base shelf prospectus dated October 21, 2022 to which it relates (the “ Prospectus ”), qualifies the distribution of 25,000,000 common shares of the Corporation (the “ Offered Shares ”) at a price of $0.80 per Offered Share (the “ Offering Price ”) for aggregate gross proceeds of $20,000,000 (the “ Offering ”). The Offered Shares will be issued and sold pursuant to an underwriting agreement (the “ Underwriting Agreement ”) dated as of May 24, 2024 entered into among the Corporation and Ventum Financial Corp. (“ Ventum ”), Canaccord Genuity Corp. (“ Canaccord ”) and TD Securities Inc. (“ TD Securities ” and together with Ventum and Canaccord, the “ Underwriters ”), as co-lead underwriters and joint bookrunners. The Offering Price has been determined by negotiation between the Corporation and Ventum, on behalf of itself and the other Underwriters, with reference to the market price of the common shares of the Corporation (the “ Common Shares ”) and other factors. The Offered Shares

will be offered for sale in each of the provinces and territories of Canada, except Québec, through the Underwriters in accordance with the terms of the Underwriting Agreement. In addition, the Underwriters may offer the Offered Shares outside of Canada in compliance with local securities laws and in accordance with the Underwriting Agreement. See “Plan of Distribution” .

The outstanding Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “ TSX ”) under the symbol “FDY” and on the OTCQX Best Market (the “ OTCQX ”) under the symbol “CPPKF”. The TSX has conditionally approved the listing of the Offered Shares offered by this Prospectus Supplement for trading on the TSX. Listing of the Offered Shares will be subject to the Corporation fulfilling all of the listing requirements of the TSX. The closing price of the Common Shares on the TSX and OTCQX on May 21, 2024, the last full trading day prior to the announcement of the Offering, was $0.76 and US$0.57, respectively.

Price: $0.80 per Offered Share

Per Offered Share (Non-President’s List)……..……. Per Offered Share (President’s List) Total(3)……………………...….	Price to the Public $0.80 $0.80 $20,000,000	Underwriters’ Fee(1) $0.04 Nil $375,000	Net Proceeds to the Corporation(1)(3)
			$0.76 $0.80 $19,625,000(2)

(1) In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters a cash commission representing 5.0% of the gross proceeds of the Offering, other than in respect of gross proceeds on any sales made to “President’s List” purchasers, on which no fee will be paid to the Underwriters, and all such fees payable to the Underwriters are collectively referred to herein as the “ Underwriters’ Fee ”. The “President’s List” may include purchases up to a maximum aggregate amount of $12,500,000. See “ Plan of Distribution” . The amounts shown assume the maximum number of sales to “President’s List” purchasers under the Offering.
(2) After deducting the Underwriters’ Fee (assuming the maximum number of sales to “President’s List” purchasers under the Offering), but before deducting expenses of the Offering, including the preparation and filing of this Prospectus Supplement, which are estimated to be $275,000 and which will be paid from the proceeds of the Offering. See “ Plan of Distribution” .
(3) The Corporation has granted the Underwriters an option (the “ Over-Allotment Option ”), exercisable in whole or in part at any time on or prior to the date which is 30 days following the Closing Date (as defined below), to purchase up to an additional 3,750,000 Common Shares (the “ Additional Offered Shares ”) at a price of $0.80 per Additional Offered Share, for the purposes of market stabilization and covering the Underwriters' over-allocation position, if any. Unless the context otherwise requires, references herein to “Offering” and “Offered Shares” include the Additional Offered Shares issuable upon the exercise of the Over-Allotment Option. If the Over-Allotment Option is exercised in full, the total Price to the Public, Underwriters’ Fee (assuming the maximum number of sales to “President’s List” purchasers under the Offering) and Net Proceeds to the Corporation (before payment of the expenses of the Offering) will be $23,000,000, $525,000 and $22,475,000, respectively. This Prospectus Supplement qualifies the distribution of the Over-Allotment Option and any Additional Offered Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases. See “ Plan of Distribution” .

The following table sets out information relating to the Over-Allotment Option:

	Maximum size or
Underwriters’ Position	number of	Exercise period	Exercise price
	securities available
Over-Allotment Option	3,750,000 Additional Offered Shares	Any time prior to 30 days following Closing Date	$0.80 per Additional Offered Share

The Underwriters, as principal, conditionally offer the Offered Shares qualified under this Prospectus Supplement, subject to prior sale, if, as and when issued by the Corporation and accepted by the Underwriters in accordance with the conditions contained in the Underwriting Agreement referred to under " Plan of Distribution " in this Prospectus Supplement and subject to the approval of certain Canadian legal matters on behalf of the Corporation by McCarthy Tétrault LLP and on behalf of the Underwriters by Cassels Brock & Blackwell LLP.

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May 30, 2024 or such later date as the Corporation and the Underwriters may agree (the “ Closing Date ”). Other than in certain limited circumstances, it is anticipated that the Offered Shares will be issued through the book-entry system, registered in the name of CDS Clearing and Depositary Services Inc. (“ CDS ”) or its nominee and will be deposited with CDS. Beneficial holders of the Offered Shares, including a purchaser of Offered Shares in the United States that is a “qualified institutional buyer” (a “ Qualified Institutional Buyer ”) as defined in Rule 144A of the U.S. Securities Act (“ Rule 144A ”), will receive only a customer confirmation from the Underwriters, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Offered Shares is acquired.

Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those that might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. See “Plan of Distribution” .

The Underwriters propose to offer the Offered Shares initially at the public Offering Price on the cover page of this Prospectus Supplement. After the Underwriters have made a reasonable effort to sell all of the Offered Shares offered by this Prospectus Supplement at the Offering Price specified herein, the Offering Price may be decreased, and further changed from time to time to an amount not greater than the Offering Price specified herein and the compensation realized by the Underwriters will be decreased by the amount that the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid by the Underwriters to the Corporation. Any such reduction will not affect the proceeds received by the Corporation. See “Plan of Distribution” .

The head office of the Corporation is located at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49225, Vancouver, British Columbia, and the registered office of the Corporation is located at 2400 – 745 Thurlow Street, Vancouver, British Columbia, V6C 0C5.

Certain directors of the Corporation, namely Alan Wilson, Katherine Arnold, Randy Engel and Audra Walsh, reside outside of Canada. These directors of the Corporation have each appointed the Corporation at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49225, Vancouver, British Columbia as agent for service of process. In addition, Berkley J. Tracy, Erin Lynn Patterson and Robert W. Pratt, being “qualified persons” as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects and the authors of the Copper Creek Technical Report (as defined below), reside outside of Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.

Prospective purchasers are advised to consult their own tax advisors regarding the application of Canadian federal income tax laws to their particular circumstances, as well as any other provincial, foreign and other tax consequences of acquiring, holding or disposing of the Offered Shares, including the Canadian federal income tax consequences applicable to a foreign controlled Canadian corporation that acquires Offered Shares.

Investing in the Offered Shares involves certain risks. Prospective purchasers of the Offered Shares should carefully consider all the information in this Prospectus Supplement, the Prospectus and in the documents incorporated by reference herein and therein. See “ Risk Factors ”.

Unless the context otherwise requires, references in this Prospectus Supplement to "Faraday" or “the Corporation”, or in the accompanying Prospectus to “Faraday” or “the Company”, refer to Faraday Copper Corp. and include each of its subsidiaries as the context requires.

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PROSPECTUS SUPPLEMENT

Page

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT ............................ S - 6 CAUTION REGARDING FORWARD-LOOKING INFORMATION .................................................................. S - 6 DOCUMENTS INCORPORATED BY REFERENCE .......................................................................................... S - 8 MARKETING MATERIALS ................................................................................................................................. S - 9 CURRENCY AND FINANCIAL STATEMENT PRESENTATION .................................................................... S - 9 SUMMARY DESCRIPTION OF THE BUSINESS ............................................................................................... S - 9 CONSOLIDATED CAPITALIZATION .............................................................................................................. S - 10 USE OF PROCEEDS ............................................................................................................................................ S - 11 PLAN OF DISTRIBUTION .................................................................................................................................. S - 12 DESCRIPTION OF SECURITIES DISTRIBUTED ............................................................................................. S - 14 PRIOR SALES ...................................................................................................................................................... S - 14 TRADING PRICE AND VOLUME ..................................................................................................................... S - 15 RISK FACTORS ................................................................................................................................................... S - 16 ELIGIBILITY FOR INVESTMENT..................................................................................................................... S - 17 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................................................ S - 18 LEGAL MATTERS .............................................................................................................................................. S - 20 INTERESTS OF EXPERTS .................................................................................................................................. S - 20 AUDITORS, TRANSFER AGENT AND REGISTRAR ...................................................................................... S - 21 PURCHASER’S STATUTORY RIGHTS ............................................................................................................ S - 21 CERTIFICATE OF THE CORPORATION ............................................................................................................ C - 1 CERTIFICATE OF THE UNDERWRITERS ......................................................................................................... C - 2

PROSPECTUS

Page

CAUTION REGARDING FORWARD-LOOKING INFORMATION ........................................................................ 1 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 2 CURRENCY AND FINANCIAL STATEMENT PRESENTATION .......................................................................... 3 THE COMPANY .......................................................................................................................................................... 3 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 6 USE OF PROCEEDS .................................................................................................................................................... 6 PLAN OF DISTRIBUTION .......................................................................................................................................... 7 DESCRIPTION OF SHARE CAPITAL ....................................................................................................................... 8 DESCRIPTION OF DEBT SECURITIES .................................................................................................................... 8 DESCRIPTION OF WARRANTS .............................................................................................................................. 10 DESCRIPTION OF SUBSCRIPTION RECEIPTS ..................................................................................................... 11 DESCRIPTION OF UNITS ........................................................................................................................................ 12 OTHER MATTERS RELATING TO THE SECURITIES ......................................................................................... 13 EARNINGS COVERAGE RATIOS ........................................................................................................................... 15 PRIOR SALES ............................................................................................................................................................ 15 MARKET FOR SHARES ........................................................................................................................................... 15

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CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 15 RISK FACTORS ......................................................................................................................................................... 15 LEGAL MATTERS .................................................................................................................................................... 16 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................ 16 PURCHASER’S STATUTORY RIGHTS .................................................................................................................. 17 CONTRACTUAL RIGHTS OF RESCISSION .......................................................................................................... 17 CERTIFICATE OF FARADAY COPPER CORP. ................................................................................................... C-1

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IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the Prospectus Supplement, which describes certain terms of the distribution of the Offered Shares and also adds to and updates certain information contained in the Prospectus and the documents incorporated by reference herein and therein. The second part is the Prospectus, which provides more general information, some of which may not apply to the distribution of the Offered Shares offered under this Prospectus Supplement. This Prospectus Supplement is deemed to be incorporated by reference into the Prospectus solely for the purposes of the Offering constituted by this Prospectus Supplement.

Before you invest, you should carefully read this Prospectus Supplement, the accompanying Prospectus and all information incorporated by reference herein and therein. These documents contain information you should consider when making your investment decision. This Prospectus Supplement may add, update or change information contained in the accompanying Prospectus or any of the documents incorporated by reference herein or therein. To the extent that any statement made in this Prospectus Supplement is inconsistent with statements made in the accompanying Prospectus or any documents incorporated by reference herein or therein filed prior to the date of this Prospectus Supplement, the statements made in this Prospectus Supplement will be deemed to modify or supersede those made in the accompanying Prospectus and such documents incorporated by reference herein or therein.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus Supplement and the Prospectus. The Corporation has not, and the Underwriters have not, authorized any other person to provide you with different or additional information. If anyone provides you with any different, inconsistent or other information, you should not rely on it. Investors should not assume that the information contained in or incorporated by reference in this Prospectus Supplement or the Prospectus is accurate as of any date other than the date of the document in which such information appears, except as otherwise specified therein. The Corporation’s business, financial condition, results of operations and prospects may have changed since those dates.

The Corporation is not making an offer in respect of the Offered Shares in any jurisdiction where such offer is not permitted by law.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Prospectus Supplement, the Prospectus, or incorporated by reference herein and therein, that are not current or historic factual statements constitute “forward-looking information” within the meaning of applicable securities laws. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “contemplate”, “propose”, “budget”, “predict”, “scheduled”, “estimates”, “pursue”, “potential”, “forecasts”, “intends”, “project”, “target”, “anticipates” or “does not anticipate”, “will continue”, “capable” or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “shall”, “should”, “could”, “would”, “might”, “have potential”, “will be taken”, “occur” or “be achieved”. Forward-looking information includes, but is not limited to, estimates, plans, expectations, opinions, forecasts, projections, priorities, strategies, targets, guidance, or other statements that are not statements of historical fact. Forward-looking information in this Prospectus Supplement and the accompanying Prospectus, including the documents incorporated by reference herein, includes, but is not limited to, statements with respect to:

the completion of the transactions described herein, including the Offering;
the anticipated use of proceeds of the Offering;
final approval by the TSX for the listing of the Offered Shares;
the performance of and intention to grow the Corporation’s business and operations;
the development, expansion, and assumed future results of operations of the Corporation’s projects;
the applicability of certain laws, regulations, and any amendments thereof to the Corporation;
possible changes in the regulatory regimes of the jurisdictions in which the Corporation operates or intends to operate;
the need for additional capital and the expected sources of, and access to, such capital;
the future development, capital costs and outcomes of the Corporation’s exploration projects and programs; and
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expectations of market prices and costs, including the impact of foreign exchange rates.

Forward-looking information is not a guarantee of future performance and is based upon a number of estimates and assumptions of management, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances, as of the date of such forward-looking information, including, without limitation, factors and assumptions relating to: general business, financial and economic conditions, including stress in the global economy; supply and demand for, and the level and volatility of prices of, copper and other mineral commodities under exploration; the availability of financing for the Corporation’s exploration and development projects on reasonable terms; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the ability to attract and retain skilled staff; the accuracy of mineral resource estimates (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based; permitting and licensing risks; political, economic and other risks; operating risks caused by social unrest; risks related to government regulation, laws, sanctions and measures; risks related to exploration cost estimates; obligations as a public company; volatility in the market price of the Corporation’s securities; risks related to community relations; nature and climactic conditions; the prevalence of competition within the mining industry; risks associated with title to the Corporation’s mining claims and leases; risks relating to potential litigation; negative cash flow, liquidity and financing risks; exchange rate and currency risks; dilution risk; and tax benefits and tax rates.

While the Corporation considers these assumptions to be reasonable, the assumptions are inherently subject to significant business, social, economic, political, regulatory, competitive and other risks, uncertainties, contingencies and other factors that could cause actual actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking information. Many assumptions are based on factors and events that are not within the control of the Corporation and there is no assurance they will prove to be correct. Furthermore, such forward-looking information involves a variety of known and unknown risks, uncertainties and other factors (as referenced elsewhere in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein) which may cause the actual plans, intentions, activities, results, performance or achievements of the Corporation to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking information, including but not limited to risks relating to the Offering, risks associated with the business and operations of the Corporation, and the industry in which the Corporation operates, as well as those factors discussed in the “ Risk Factors ” section of this Prospectus Supplement, the Prospectus, and in the AIF (defined below) and Annual MD&A (defined below), which readers are advised to carefully review and consider. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Further information regarding these risks and other risk factors is included in the Corporation’s public filings with the provincial and territorial securities regulatory authorities which can be found on the System for Electronic Document Analysis and Retrieval + (“ SEDAR+ ”) website at www.sedarplus.com.

All forward-looking information contained in this Prospectus Supplement, the Prospectus and the documents incorporated by reference herein and therein is expressly qualified by this cautionary statement, is given as of the date of such forward looking information and is based upon the opinions and estimates of management and information available to management of the Corporation as at the date hereof. The forward-looking information contained in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. In addition, the Prospectus and this Prospectus Supplement, including the information incorporated by reference, may contain forward-looking information attributed to third-party industry sources. The Corporation does not undertake any obligation to update or revise the forward-looking information contained in the Prospectus and this Prospectus Supplement and the documents incorporated by reference herein, whether as a result of new information, future events or otherwise, except as required by applicable laws. Investors should read this entire Prospectus Supplement and consult their own professional advisors to ascertain and assess the income tax and legal risks and other aspects of their investment in the Offered Shares.

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DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus Supplement from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Corporation at its head office at Suite 2800, Four Bentall Centre, 1055 Dunsmuir Street, PO Box 49225, Vancouver, British Columbia, Canada, V7X 1L2, 778-730-1067, and are also available electronically at www.sedarplus.com.

This Prospectus Supplement is deemed, as of the date hereof, to be incorporated by reference into the Prospectus solely for the purpose of the distribution of the Offered Shares by the Corporation. Other documents are also incorporated or deemed to be incorporated by reference into the Prospectus and reference should be made to the Prospectus for full particulars thereof.

The following documents of the Corporation filed with the securities commissions or similar authorities in each of the provinces and territories of Canada, except the province of Québec, are specifically incorporated by reference into and form an integral part of this Prospectus Supplement and the Prospectus:

(a) the annual information form of the Corporation for the year ended December 31, 2023 dated March 12, 2024 (the “ AIF ”);
(b) the audited consolidated financial statements of the Corporation for the years ended December 31, 2023 and 2022, together with the notes thereto and the auditor’s report thereon;
(c) the management discussion and analysis of the financial condition and results of operations of the Corporation for the years ended December 31, 2023 and 2022 (the “ Annual MD&A ”);
(d) the unaudited condensed interim consolidated financial statements of the Corporation for the three months ended March 31, 2024 and 2023, together with the notes thereto (the “ Interim Financial Statements ”);
(e) the management discussion and analysis of the financial condition and results of operations of the Corporation for the three months ended March 31, 2024 and 2023 (“ Interim MD&A ”);
(f) the management information circular dated May 15, 2024 in respect of the annual general meeting of shareholders to be held on June 13, 2024; and
(g) the template version of the term sheet dated May 22, 2024, filed on SEDAR+ in connection with the Offering (the “ Term Sheet ”).

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements and the independent auditor’s report thereon, management’s discussion and analysis, information circulars of the Corporation and any template version of “marketing materials” (as defined in National Instrument 41101 — General Prospectus Requirements ) filed with securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and prior to the completion or withdrawal of the distribution of the Offered Shares shall be deemed to be incorporated by reference into this in this Prospectus Supplement and the accompanying Prospectus. In addition, the Corporation may also incorporate by reference into the accompanying Prospectus other information from documents that the Corporation will file with the provincial and territorial securities commissions or similar authorities in the applicable provinces or territories of Canada, after the date of this Prospectus Supplement, if and to the extent expressly provided therein.

Any statement in this Prospectus Supplement, the accompanying Prospectus, or contained in a document incorporated or deemed to be incorporated by reference herein or therein is deemed to be modified or superseded, for purposes of this Prospectus Supplement or the accompanying Prospectus, to the extent that

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a statement contained in this Prospectus Supplement or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus Supplement, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus Supplement or the Prospectus.

References to the Corporation’s website in any documents that are incorporated by reference into this Prospectus Supplement do not incorporate by reference the information on such website into this Prospectus Supplement, and we disclaim any such incorporation by reference.

MARKETING MATERIALS

Any “template version” of any “marketing materials” (as such terms are defined under applicable Canadian securities laws), including the Term Sheet, that are used by the Underwriters in connection with the Offering are not part of this Prospectus Supplement or the Prospectus to the extent that the contents of the template version of the marketing materials have been modified or superseded by a statement contained in this Prospectus Supplement or any amendment to the Prospectus. Any template version of any marketing materials that has been, or will be, filed under the Corporation’s profile on SEDAR+ at www.sedarplus.com before the termination of the distribution under the Offering (including any amendments to, or an amended version of, any template version of any marketing materials) is deemed to be incorporated by reference into this Prospectus Supplement and the Prospectus.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

The Corporation’s financial statements and financial information are presented in Canadian dollars. All dollar amounts referenced in this Prospectus Supplement, unless otherwise indicated, are expressed in Canadian dollars.

The Corporation may use certain non-GAAP and other financial measures in this Prospectus Supplement, the Prospectus or in documents incorporated by reference herein or therein, which are not defined under International Financial Reporting Standards (“ IFRS ”). Prospective investors are cautioned that non-GAAP financial measures should not be construed as an alternative to the IFRS consolidated statements of loss and comprehensive loss or other IFRS statements. Accordingly, these measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Further, these measures do not have any standardized meaning and the Corporation’s method of calculating each measure may not be comparable to calculations used by other companies bearing the same description.

SUMMARY DESCRIPTION OF THE BUSINESS

Overview

The Corporation is a Canadian exploration company focused on advancing copper projects in the United States of America. As of the date of this Prospectus Supplement, the Corporation owns 100% of two exploration-stage resource properties:

the Copper Creek project, a 100% owned copper deposit located in Pinal County, Arizona, approximately 80 road kilometres northeast of Tucson and 25 road kilometres northeast of San Manuel (the “ Copper Creek Project ”) being its sole material project; and
the Contact Copper project, a 100% owned, copper oxide project located in Elko County, Nevada (“ Contact Copper Project ”).
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The Corporation is in the exploration and development stage with respect to its mineral property interests and neither project has, as of yet, achieved commercial production.

The most recent technical study work completed on the Copper Creek Project was published in a technical report titled “Copper Creek Project NI 43-101 Technical Report and Preliminary Economic Assessment”, with an effective date of May 3, 2023 and filed by the Corporation on SEDAR+ on June 13, 2023 (the “ Copper Creek Technical Report ”). The most recent technical study work completed in respect of the Contact Copper Project, was published in a technical report titled “NI 43-101 Pre-Feasibility Study on the Contact Copper Project” prepared by Hard Rock Consultants LLC, published October 1, 2013.

Further information regarding the Copper Creek Project, the Contact Copper Project, and the business and operations of the Corporation can be found in the AIF and the other documents incorporated by reference into this Prospectus Supplement. See " Documents Incorporated by Reference " and see also " Risk Factors ".

Corporate Organization

The corporate organization of the Corporation, including the Corporation’s subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Corporation is as follows:

Name of Subsidiary	Jurisdiction of Incorporation	Percentage Ownership
CopperBank Royalties Corp.	British Columbia, Canada	100%
Enexco International Inc.	Nevada, USA	100%
Redhawk Copper, Inc.	Arizona, USA	100%
Redhawk Ranch Land Holdings LLC	Arizona, USA	100%
Redhawk Exploration LLC	Arizona, USA	100%
Redhawk Resources, Inc.	British Columbia, Canada	100%

CONSOLIDATED CAPITALIZATION

Other than as noted under the heading “Prior Sales” herein, since March 31, 2024 there have been no material changes in the share and loan capital of the Corporation, on a consolidated basis. The following table sets forth (i) the consolidated capitalization of the Corporation as at the date hereof; and (ii) the consolidated capitalization of Corporation as at the date hereof and after giving effect to the Offering. The table should be read in conjunction with the Interim Financial Statements and notes thereto, which are incorporated by reference in this Prospectus Supplement.

Outstanding	As at the date hereof	As at the date hereof, after giving	As at the date hereof, after giving
		effect to the Offering (without	effect to the Offering (including
		exercise of the Over-Allotment	exercise in full of Over-Allotment
		Option)	Option)(1)
Common Shares	176,585,575	201,585,575	205,335,575
Warrants	12,500,000	12,500,000	12,500,000
Stock Options	11,439,000	11,439,000	11,439,000
RSUs	4,938,538	4,938,538	4,938,538

Notes:

(1) Reflects the issuance of 25,000,000 Offered Shares pursuant to the Offering and assumes the issuance of 3,750,000 Additional Offered Shares pursuant to the exercise of the Over-Allotment Option in full.

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USE OF PROCEEDS

The net proceeds to the Corporation from the Offering are expected to be approximately $19,350,000, after deducting the Underwriters’ Fee of $375,000 (assuming the maximum number of sales to “President’s List” purchasers) and the Corporation’s expenses related to the Offering estimated to be $275,000. If the Over-Allotment Option is exercised in full, the net proceeds to the Corporation are expected to be approximately $22,200,000, after deducting the Underwriters’ Fee of approximately $525,000 (assuming the maximum number of sales to “President’s List” purchasers) and the Corporation’s expenses related to the Offering estimated to be $275,000. See “ Plan of Distribution ”.

Principal Purposes

The net proceeds of the Offering are anticipated to be used to fund advancement of the Copper Creek Project, as well as for working capital and general corporate purposes, as follows:

Use of Proceeds Advancement of the Copper Creek Project  Geology, Drilling and Study Work  Land Payments  Environmental Monitoring, Baseline Studies General working capital and corporate purposes Total:	No Exercise of Over-Allotment Option $14,740,000 $260,000 $1,350,000 $3,000,000 $19,350,000	Over-Allotment Option Exercised
		in Full $17,590,000 $260,000 $1,350,000 $3,000,000 $22,200,000

The Corporation intends to spend the funds from the Offering as stated herein. However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under “ Risk Factors ” in this Prospectus Supplement and the documents incorporated by reference herein. See “Risk Factors – Discretion in the Use of Proceeds” .

As of the date of this Prospectus Supplement, the Corporation is in the exploration stage with respect to its mineral property interests and has not, as of yet, achieved commercial production. The Corporation has no source of operating cash flow and has limited cash resources, as compared with its planned expenditures. The Corporation has incurred operating losses and negative cash flows from operations during recent financial periods, and will require additional funding in order to continue operations. The Corporation anticipates the proceeds raised in connection with this Offering will be used to fund activities that will contribute to negative cash flow in the near term. The Corporation further anticipates that it will remain in a state of negative operating cash flow until commercial production is achieved, if at all. See “ Risk Factors – Negative Operating Cash Flow”.

Until such time as the net proceeds are utilized, some or all of the net proceeds may be held in cash balances in the Corporation’s bank account or invested at the discretion of the board of directors of the Corporation, in short term, high quality, interest bearing corporate, government-issued or government-guaranteed securities, to ensure the safety and preservation of capital and maintain adequate liquidity for the Corporation.

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Business Objectives and Milestones

Copper Creek Project

With respect to the Copper Creek Project, the Corporation intends to use a portion of the proceeds to continue to advance its exploration and drilling activities on the Copper Creek Project over 2024 and into 2025. The aim of this drilling is to expand the current mineral resource estimate, better delineate high-grade mineralized zones, and reconnaissance drilling on new targets. The Corporation also intends to deliver an updated NI 43-101 technical report on the Copper Creek Project in the first half of 2025.

PLAN OF DISTRIBUTION

Pursuant to the Underwriting Agreement, the Corporation has agreed to sell and the Underwriters have severally, and not jointly nor jointly and severally, agreed to purchase on the Closing Date, all but not less than 25,000,000 Offered Shares at the Offering Price, payable in cash to the Corporation against delivery of such Offered Shares, subject to compliance with all necessary legal requirements and to the conditions contained in the Underwriting Agreement. The Offering Price has been determined by negotiation between the Corporation and Ventum, on behalf of itself and the other Underwriters, with reference to the market price of the Common Shares and other factors. The obligations of the Underwriters under the Underwriting Agreement may be terminated at their discretion on the occurrence of certain stated events, including “material change out”, “disaster and regulatory out”, and “breach out” termination rights. The Underwriters are, however, obligated to take up and pay for all of the Offered Shares, other than the Additional Offered Shares issuable under the Over-Allotment Option, if any of the Offered Shares are purchased under the Underwriting Agreement.

The Corporation has granted the Underwriters the Over-Allotment Option, exercisable in whole or in part at any time on or prior to the date which is 30 days following the Closing Date, to purchase up to 3,750,000 Additional Offered Shares at a price of $0.80 per Additional Offered Share, for the purposes of market stabilization and covering the Underwriters' over-allocation position, if any. If the Over-Allotment Option is exercised in full, the total price to the public, Underwriters’ Fee (assuming the maximum number of sales to “President’s List” purchasers under the Offering) and net proceeds to the Corporation (before payment of the expenses of the Offering) will be $23,000,000, $525,000 and $22,475,000, respectively. This Prospectus Supplement qualifies the distribution of the Over-Allotment Option and any Additional Offered Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Underwriters’ over-allocation position acquires those securities under this Prospectus Supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or secondary market purchases.

In consideration for the services rendered by the Underwriters in connection with the Offering, the Corporation has agreed to pay the Underwriters the Underwriters’ Fee representing 5.0% of the gross proceeds of the Offering, other than in respect of gross proceeds on any sales made to “President’s List” purchasers, on which no fee will be paid to the Underwriters. The “President’s List” may include purchases up to a maximum aggregate amount of $12,500,000. The Corporation will also pay certain reasonable out-of-pocket expenses and reasonable fees incurred by the Underwriters in connection with the Offering as set forth in the Underwriting Agreement.

The Offered Shares will be offered for sale in each of the provinces and territories of Canada, except Québec, through the Underwriters in accordance with the terms of the Underwriting Agreement. In addition, the Underwriters may offer the Offered Shares outside of Canada in compliance with local securities laws and in accordance with the Underwriting Agreement.

The Underwriting Agreement also provides that the Corporation will indemnify the Underwriters and their directors, officers, employees, shareholders and agents against certain liabilities and expenses or will contribute to payments that the Underwriters may be required to make in respect thereof.

The TSX has conditionally approved the listing of the Offered Shares to be distributed under this Prospectus Supplement on the TSX. Listing will be subject to the Corporation fulfilling all of the listing requirements of the TSX.

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Subscriptions for Offered Shares will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. The closing is expected to take place on the Closing Date. Other than in certain limited circumstances, it is anticipated that the Offered Shares will be issued through the book-entry system, registered in the name of CDS or its nominee and will be deposited with CDS. Beneficial holders of the Offered Shares, including a purchaser of Offered Shares in the United States that is a Qualified Institutional Buyer, will receive only a customer confirmation from the Underwriters, or another registered dealer who is a CDS participant, and from or through whom a beneficial interest in the Offered Shares is acquired.

Subject to applicable laws, the Underwriters may, in connection with the Offering, over-allot or effect transactions intended to stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market, including: stabilizing transactions; short sales (i.e., the sale by the Underwriters of a greater number of Offered Shares than they are required to purchase in the Offering); and purchases to cover positions created by short sales; and syndicate covering transactions. Such transactions, if commenced, may be discontinued at any time. Stabilizing transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Common Shares while the Offering is in progress. The Underwriters must close out any short position by purchasing Common Shares in the open market. A short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the Common Shares in the open market that could adversely affect investors who purchase in the Offering.

In addition, in accordance with rules and policy statements of certain Canadian securities regulators, the Underwriters may not, at any time during the period of distribution, bid for or purchase Common Shares. The foregoing restriction is, however, subject to exceptions where the bid or purchase is not made for the purpose of creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the by-laws and rules of applicable regulatory authorities and the TSX, including the Universal Market Integrity Rules for Canadian Marketplaces, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a customer where the order was not solicited during the period of distribution.

As a result of these activities, the price of the Offered Shares may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Underwriters at any time. The Underwriters may carry out these transactions on any stock exchange on which the Common Shares are listed, in the over-the-counter market, or otherwise.

Pursuant to the Underwriting Agreement, the Corporation has agreed not to issue any Common Shares or securities convertible into Common Shares for a period of 90 days from the Closing Date without the prior written consent of the Underwriters, such consent not to be unreasonably withheld, except in conjunction with: (i) the grant or exercise or vesting of stock options, restricted share units, deferred share units and other similar issuances pursuant to the equity incentive plans of the Corporation and other stock-based compensation arrangements including, for greater certainty the sale of any Common Shares issued thereunder; (ii) the exercise or conversion of outstanding convertible securities; and (iii) any obligations in respect of existing agreements.

Pursuant to the Underwriting Agreement, the Corporation has agreed to cause each of the directors and executive officers of the Corporation to agree, in a lock-up agreement to be executed concurrently with the closing of the Offering, that for a period of 90 days from the Closing Date, each will not, directly or indirectly, without the consent of the Underwriters, which consent shall not be unreasonably withheld or delayed, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, or enter into any transaction or arrangement that

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has the effect of transferring, in whole or in part, any of the economic consequences of ownership of Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise other than pursuant to a take-over bid or any other similar transaction made generally to all of the shareholders of the Corporation.

This Prospectus Supplement does not constitute an offer to sell or a solicitation of an offer to buy any of the Offered Shares in the United States. The Offered Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and therefore may not be offered or sold within the United States (as defined in Regulation S) by the Underwriters other than pursuant to Rule 144A Qualified Institutional Buyers. The Underwriters have agreed that, except as permitted by the Underwriting Agreement pursuant to transactions exempt from the registration requirements of the U.S. Securities Act in compliance with Rule 144A thereunder and applicable state securities laws, they will not reoffer or resell the Offered Shares at any time within the United States. Accordingly, the Underwriters, pursuant to the terms and conditions set forth in the Underwriting Agreement, acting through their registered United States broker-dealer affiliate, may reoffer and resell the Offered Shares they have acquired pursuant to the Underwriting Agreement to Qualified Institutional Buyers in the United States in accordance with Rule 144A, and, in each case, pursuant to similar exemptions under applicable state securities laws. Moreover, the Underwriting Agreement permits the Underwriters to offer and sell the Offered Shares outside the United States only in accordance with the exemption from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S. The Offered Shares that are sold pursuant to Rule 144A will be “restricted securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act and will be subject to certain restrictions on transfer.

In addition, until 40 days after the commencement of the Offering, an offer or sale of the Offered Shares within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirements of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from registration under the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States.

DESCRIPTION OF SECURITIES DISTRIBUTED

The Corporation is authorized to issue an unlimited number of Common Shares without par value. As at the date hereof, the Corporation has 176,585,575 Common Shares issued and outstanding.

Each Common Share entitles the holder thereof to receive notice of any meeting of shareholders of the Corporation and to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends, if any, as and when declared by the board of directors by the Corporation, in its discretion. The Corporation does not intend to pay dividends on the Common Shares in the foreseeable future. For more information on the Corporation’s dividend policy, see the “ Dividends ” section of the AIF. Upon the liquidation, dissolution or winding up of the Corporation, holders of Common Shares are entitled to receive on a pro rata basis the net assets of the Corporation after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any preemptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

PRIOR SALES

The following table summarizes the issuances by the Corporation of Common Shares, and securities convertible into Common Shares, within the 12 months preceding the date of this Prospectus Supplement:

Date of Issuance	Type of Security	Issuance Price per Security	Number of Securities
May 23, 2023	Common Shares(1)	0.40	500,000
June 1, 2023	Common Shares(1)	0.65	60,000
November 16, 2023	Common Shares(1)	0.23	300,000
December 1, 2023	Common Shares(3)	0.68	97,084
December 22, 2023	Common Shares(1)	0.40	200,000

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January 24, 2024 Common Shares[(3)] 0.49 18,600 January 31, 2024 RSUs[(2) ] 0.80 2,060,176

Notes:

(1) Common Shares issued pursuant to exercise of stock options.
(2) RSUs with a fair market value of $0.80 per RSU, of which one third vest on January 31, 2025, one third vest on January 31, 2026 and one third vest on January 31, 2027.
(3) Common Shares issued pursuant to the vesting of RSUs.

TRADING PRICE AND VOLUME

The Common Shares are listed and posted for trading on the TSX under the symbol “FDY” and are listed and posted for trading on the OTCQX under the symbol “CPPKF”. The following tables set forth information relating to the monthly trading of the Common Shares on the TSX and the OTCQX for the 12-month period preceding the date of this Prospectus Supplement, as applicable.

Common Shares traded on the TSX:

Month May 2023 June 2023 July 2023 August 2023 September 2023 October 2023 November 2023 December 2023 January 2024 February 2024 March 2024 April 2024 May 1, 2024 – May 23, 2024	Low ($) 0.70 0.69 0.69 0.66 0.62 0.58 0.53 0.55 0.49 0.47 0.49 0.56 0.82	High ($) 1.05 0.82 0.90 0.86 0.76 0.70 0.65 0.74 0.68 0.58 0.65 0.82 0.63	Volume
			4,005,080 1,661,270 2,189,471 1,557,803 1,679,701 1,677,212 1,703,622 1,607,125 1,866,671 1,066,318 1,147,160 2,612,878 2,294,650

Common Shares traded on the OTCQX:

Month May 2023 June 2023 July 2023 August 2023 September 2023 October 2023 November 2023 December 2023 January 2024	Low ($) 0.51 0.52 0.51 0.49 0.46 0.42 0.39 0.41 0.37	High ($) 0.77 0.59 0.68 0.64 0.55 0.51 0.48 0.51 0.51	Volume
			468,089 289,151 519,594 295,360 139,642 261,201 196,639 423,371 284,613

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February 2024	0.34	0.42	350,157
March 2024	0.34	0.47	457,400
April 2024	0.41	0.61	477,847
May 1, 2024 – May 23, 2024	0.60	0.45	466,378

RISK FACTORS

Prospective purchasers of Offered Shares should carefully consider the risk factors described in this Prospectus Supplement and the Prospectus, and in a document incorporated or deemed to be incorporated by reference therein or herein (including subsequently filed documents incorporated by reference). An investment in the Offered Shares is subject to various risks including those risks inherent to the industries in which the Corporation operates. If any of the events contemplated by these risk factors occurs, the Corporation’s financial condition could be materially harmed, which could adversely affect the value of the Common Shares. In addition to the below, discussions of certain risks affecting the Corporation in connection with its business are provided in the Corporation’s disclosure documents filed with the various securities regulatory authorities which are incorporated by reference in this Prospectus Supplement, including the AIF. Additional risks not presently known to the Corporation or that the Corporation currently considers immaterial may also materially and adversely affect the Corporation. If any of the events identified in these risks and uncertainties were to actually occur, the business, financial condition or results of operations of the Corporation could be materially harmed.

Risks Associated with the Offering

Loss of Entire Investment

An investment in the Offered Shares is speculative and may result in the loss of an investor’s entire investment. Only potential investors who are experienced in high-risk investments and who can afford to lose their entire investment should consider an investment in the Corporation.

Market Prices of the Common Shares May Not Be Sustained

There can be no assurance that an active market for the Common Shares (including the Offered Shares) will be sustained after the Offering. Securities of small- and mid-cap issuers have experienced substantial volatility in the past, often based on factors unrelated to the financial performance or prospects of the issuers involved. These factors include macroeconomic developments in North America and globally, and market perceptions of the attractiveness of particular industries. The price of the securities of the Corporation is also likely to be significantly affected by shortterm changes in commodity prices, currency exchange fluctuation, employment rates, business conditions, inflation, fuel and energy costs, the state of the financial markets, interest rates, the political environment, and in its financial condition or results of operations as reflected in its quarterly financial statements. Other factors unrelated to the performance of the Corporation may have an effect on the price of the securities of the Corporation including the following: the extent of analytical coverage available to investors concerning the business of the Corporation may be limited if investment banks with research capabilities do not follow the Corporation’s securities; lessening in trading volume and general market interest in the Corporation’s securities may affect the investor’s ability to trade significant numbers of securities of the Corporation; the size of the Corporation’s public float may limit the ability of some institutions to invest in the Corporation’s securities; and a substantial decline in the price of the securities of the Corporation that persists for a significant period of time could cause the Corporation’s securities, to be delisted from any exchange on which they are listed at that time, further reducing market liquidity. If an active market for the securities of the Corporation does not continue, the liquidity of an investor’s investment may be limited and the price of the securities of the Corporation may decline below the Offering Price. If such a market does not develop, investors may lose their entire investment in the Common Shares.

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Discretion in the Use of Proceeds

The Corporation intends to spend the funds from the Offering as stated under the heading “Use of Proceeds” . However, there may be circumstances where, for sound business reasons, a reallocation of the net proceeds may be necessary. The Corporation retains broad discretion over the actual use of the net proceeds from the Offering and may elect to allocate net proceeds differently from that described under “ Use of Proceeds ” if it is determined to be in the Corporation’s best interests to do so. Investors may not agree with how the Corporation allocates or spends the proceeds from the Offering. The Corporation may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of the Corporation’s securities, including the market value of the Common Shares, and that may increase the Corporation’s losses. The actual amount that the Corporation spends in connection with each of the intended uses of proceeds will depend on a number of factors, including those referred to under “ Risk Factors ” in this Prospectus Supplement and the documents incorporated by reference herein.

Risks Related to the Business of the Corporation

Future Sales or Issuances of Debt or Equity Securities Could Result in Dilution

The Corporation may sell additional equity securities (including through the sale of securities convertible into Common Shares) and may issue additional debt securities to finance its operations, exploration, development, acquisitions or other projects. The Corporation is authorized to issue an unlimited number of Common Shares. The Corporation cannot predict the size of future sales and issuances of debt or equity securities or the effect, if any, that future sales and issuances of debt or equity securities will have on the market price of the Common Shares. Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the Common Shares. With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in the Corporation’s earnings per share.

Negative Operating Cash Flow

The Corporation is an exploration stage company and has not generated cash flow from operations. The Corporation is devoting significant resources to the development of its properties, however there can be no assurance that it will generate positive cash flow from operations in the future. The Corporation currently has negative cash flow from operating activities and expects to continue to incur negative operating cash flow and losses until such time as it achieves commercial production, if at all.

The Corporation Does Not Currently Intend to Pay Any Cash Dividends on the Common Shares in the Foreseeable Future

The Corporation does not anticipate paying any cash dividends on its Common Shares in the foreseeable future because, among other reasons, the Corporation currently intends to retain any future earnings to fund further growth in the business. The future payment of dividends will be dependent on factors such as cash on hand, profitability, the financial requirements to fund growth, the Corporation’s general financial condition and other factors that the board of directors of the Corporation may consider appropriate in the circumstances. Until the Corporation pays dividends, which it may never do, its shareholders will not be able to receive a return on their Common Shares unless they sell them.

ELIGIBILITY FOR INVESTMENT

In the opinion of McCarthy Tétrault LLP, counsel to the Corporation, and, Cassels Brock & Blackwell LLP, counsel to the Underwriters, based on the provisions of the Income Tax Act (Canada) and the regulations thereunder, as amended (the “ Tax Act ”), on the Closing Date of this Offering, the Offered Shares would be qualified investments for trusts governed by a registered retirement savings plan, registered retirement income fund, registered education savings plan, registered disability savings plan, first home savings account and tax-free savings account, as those terms are defined in the Tax Act (collectively referred to as “ Registered Plans ”) or a deferred profit sharing plan (“ DPSP ”) (all as defined in the Tax Act), provided at that time the Offered Shares are listed on a “designated stock exchange”

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as defined in the Tax Act (which currently includes the TSX) or the Corporation is a “public corporation” (as defined in the Tax Act).

Notwithstanding the foregoing, the holder or subscriber of, or an annuitant under, a Registered Plan, as the case may be, (the “ Controlling Individual ”) will be subject to a penalty tax in respect of Offered Shares in the Registered Plan if such securities are a “prohibited investment” (as defined in the Tax Act) for the particular Registered Plan. An Offered Share will be a “prohibited investment” for a Registered Plan if the Controlling Individual does not deal at arm’s length with the Corporation for the purposes of the Tax Act or the Controlling Individual has a “significant interest” (as defined in subsection 207.01(4) of the Tax Act) in the Corporation. However, the Offered Shares will not be a “prohibited investment” if the Offered Shares are “excluded property” (as defined in the Tax Act) for a Registered Plan. Controlling Individuals should consult their own tax advisors as to whether the Offered Shares will be a prohibited investment in their particular circumstances.

Holders who intend to hold Offered Shares in a Registered Plan or DPSP should consult their own tax advisors.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

In the opinion of McCarthy Tétrault LLP, counsel to the Corporation and Cassels Brock & Blackwell LLP, counsel to the Underwriters, the following is, as at the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to an investor who acquires the Offered Shares as beneficial owner pursuant to this Prospectus Supplement and who, at all relevant times, for the purposes of the Tax Act (i) is resident, or deemed resident in Canada; (ii) acquires and holds such Offered Shares as capital property; and (iii) deals at arm’s length with the Corporation and each of the Underwriters, and is not affiliated with the Corporation or any of the Underwriters (a “ Resident Holder ”).

Generally, Offered Shares will be considered to be capital property to a Resident Holder provided the Resident Holder does not hold the Offered Shares in the course of carrying on a business and has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.

Resident Holders who might not otherwise be considered to hold their Offered Shares as capital property may, in certain circumstances, be entitled to elect to have the Offered Shares and every other “Canadian security” (as defined in the Tax Act) owned or subsequently acquired by them deemed to be capital property in the taxation year of the election and all subsequent taxation years by making an irrevocable election permitted by subsection 39(4) of the Tax Act. Resident Holders should consult their own tax advisors as to whether an election under subsection 39(4) of the Tax Act is available and advisable in their particular circumstances.

This summary is not applicable to a Resident Holder: (a) that is a “financial institution” (as defined in the Tax Act) for the purposes of the mark-to-market rules contained in the Tax Act; (b) that is a “specified financial institution” (as defined in the Tax Act); (c) an interest in which would be a “tax shelter investment” (as defined in the Tax Act); (d) which is exempt from tax under Part I of the Tax Act; (e) that has elected to report its “Canadian tax results” (as defined in the Tax Act) in a currency other than Canadian currency; (f) that receives dividends on the Offered Shares under or as part of a “dividend rental arrangement” (as defined in the Tax Act); or (g) that enters into, or has entered into, a “derivative forward agreement” or a “synthetic disposition arrangement” (in each case, as defined in the Tax Act) with respect to Offered Shares. Any such Resident Holder to which this summary does not apply should consult its own tax advisor with respect to the tax consequences of acquiring, holding or disposing of the Offered Shares.

Additional considerations, not discussed herein, may be applicable to a Resident Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm’s length for purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the Offered Shares, controlled by a non-resident person or, by a group of non-resident persons that do not deal with each other at arm’s length, for purposes of the “foreign affiliate dumping” rules in section 212.3 of the Tax Act. Such Resident Holders should consult their own tax advisors with respect to the consequences of acquiring the Offered Shares.

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This summary is based upon the current provisions of the Tax Act in force as of the date hereof and counsel’s understanding of the current administrative policies of the Canada Revenue Agency (the “ CRA ”) published by it in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Tax Proposals ”) and assumes that the Tax Proposals will be enacted substantially as proposed. However, no assurances can be given that the Tax Proposals will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or the CRA’s administrative policies, whether by legislative, governmental, administrative or judicial decision or action, nor does it address any provincial, territorial or foreign income tax legislation or considerations, which considerations may differ significantly from the Canadian federal income tax considerations discussed in this summary.

This summary is of a general nature only and is not intended to be, nor should it be construed to be, legal or tax advice to any particular Resident Holder or prospective holder of Offered Shares, and no representations with respect to the income tax consequences to any Resident Holder or prospective holder are made. Consequently, prospective holders of Offered Shares should consult their own tax advisors for advice with respect to the tax consequences to them of acquiring Offered Shares pursuant to this Offering, having regard to their particular circumstances.

Dispositions of Offered Shares

A Resident Holder who disposes of, or is deemed to have disposed of, an Offered Share (other than a disposition to the Corporation, unless purchased by the Corporation in the open market in the manner in which shares are normally purchased by any member of the public in the open market) will generally realize a capital gain (or capital loss) in the taxation year of the disposition or deemed disposition equal to the amount by which the proceeds of disposition are greater (or are less) than the “adjusted cost base” (as defined in the Tax Act) to the Resident Holder of the Offered Share immediately before the disposition or deemed disposition and any reasonable costs of disposition.

For the purpose of determining the adjusted cost base to a Resident Holder of each Offered Share acquired pursuant to this Prospectus Supplement, the cost of such Offered Share will be averaged with the adjusted cost base of all Common Shares (if any) held by the Holder as capital property immediately prior to the acquisition.

Currently, one-half of any capital gain (a “ taxable capital gain ”) realized by a Resident Holder in a taxation year must be included in computing the Resident Holder’s income for that taxation year. Currently, one-half of any capital loss (an “ allowable capital loss ”) must be deducted against taxable capital gains realized by the Resident Holder in the year of disposition, in accordance with the detailed rules of the Tax Act. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any following taxation year against net taxable capital gains realized in such taxation years, to the extent and under the circumstances as specified in the Tax Act.

The Tax Proposals contained in the 2024 federal budget released on April 16, 2024 (the “ 2024 Budget ”), if enacted, would increase the capital gains inclusion rate, for capital gains realized on or after June 25, 2024, in a taxation year (or, for taxation years that begin before and end on or after June 25, 2024, the period beginning on June 25, 2024, and ending at the end of that taxation year), from one-half to two-thirds for corporations and trusts, and from one-half to two-thirds on the portion of capital gains realized by an individual (other than a trust) that exceeds $250,000 in that taxation year. This annual $250,000 threshold is proposed to (i) effectively apply to capital gains realized by an individual in a particular taxation year, either directly or indirectly through a partnership or trust, net of any currentyear capital losses, capital losses of other years applied to reduce current year capital gains, and capital gains for which an exemption is claimed, (ii) be fully available for 2024 (so not prorated) and would apply only in respect of net capital gains realized on or after June 25, 2024, and (iii) may be impacted by any stock option benefit deduction claimed by the individual in that taxation year. Certain other limitations to the $250,000 threshold may apply. Net capital losses realized in prior taxation years would continue to be deductible against taxable capital gains in the current year by adjusting their value to reflect the relevant inclusion rate of the capital gains being offset. The 2024 Budget does not include comprehensive rules or draft legislation, implementing these changes and states that additional details and transitional rules related to the change of the capital gains inclusion rate are forthcoming. Resident Holders should consult their own tax advisors having regard to their own circumstances .

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If a Resident Holder is a corporation, the amount of any capital loss otherwise arising upon the disposition or deemed disposition of an Offered Share may be reduced by certain dividends previously received or deemed to have been received on the Offered Share (or on a share for which the Offered Share has been substituted), all to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns Offered Shares, directly or indirectly, through a partnership or a trust. Such Resident Holders should consult their own tax advisor.

A Resident Holder that is, throughout the relevant taxation year, a “Canadian-controlled private corporation”, as defined in the Tax Act, may be liable to pay a refundable tax on its “aggregate investment income”, which is defined in the Tax Act to include taxable capital gains. Tax Proposals announced by the Minister of Finance on August 9, 2022, are intended to extend this additional tax and refund mechanism in respect of “aggregate investment income” to “substantive CCPCs” (as proposed to be defined in the Tax Act pursuant to Bill C‑59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023 ). Resident Holders are advised to consult their own tax advisors regarding the possible implications of these Tax Proposals in their particular circumstances.

Taxable capital gains realized by an individual (other than certain trusts) may give rise to liability for alternative minimum tax as calculated under the detailed rules set out in the Tax Act. Draft legislation released on August 4, 2023 proposes to make significant amendments to the minimum tax for taxation years that begin after 2023 and further Tax Proposals to amend the alternative minimum tax have been proposed in the 2024 Budget. Resident Holders who are individuals should consult their own tax advisors in this regard.

LEGAL MATTERS

Certain legal matters relating to the Offering will be passed upon by McCarthy Tétrault LLP on behalf of the Corporation, and by Cassels Brock & Blackwell LLP, on behalf of the Underwriters. The aggregate number of securities of the Corporation held on the date hereof by the partners and associates of McCarthy Tétrault LLP, as a group, and the partners and associates of Cassels Brock & Blackwell LLP, as a group, each represents less than 1% of the outstanding securities of the Corporation as at the date hereof.

INTERESTS OF EXPERTS

Certain technical information relating to the Copper Creek Project contained within this Prospectus Supplement or the Prospectus or incorporated by reference herein or therein is based on the Copper Creek Technical Report prepared by Erin Lynn Patterson, P.E., Ausenco Engineering USA South Inc., Peter Mehrfert, P.Eng., Ausenco Engineering Canada Inc., Scott C. Elfen, P.E., Ausenco Engineering Canada Inc., Scott Weston, P.Geo., Ausenco Sustainability Inc., Berkley J. Tracy, MSc Geology, PG, CPG, P.Geo., SRK Consulting (USA) Inc., Robert McCarthy, P.Eng., SRK Consulting (Canada) Inc., Jarek Jakubec, C.Eng., FIMMM, SRK Consulting (Canada) Inc., Robert W. Pratt, P.E., Call & Nicholas Inc.

All other scientific and technical information in this Prospectus Supplement, including but not limited to under the heading “ Use of Proceeds ” herein, has been reviewed and approved by Dr. Thomas Bissig, P. Geo., Vice President of Exploration of the Corporation, and Zach Allwright, Vice President of Projects and Evaluations of the Corporation, who are each a qualified person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

None of the qualified persons referred to above (i) had any interest, direct or indirect, in any securities or other properties of the Corporation, or any of its associates or affiliates, at the time their respective report was prepared representing more than one percent of the outstanding securities of the Corporation or of any of the Corporation’s associates or affiliates or (ii) have received or will receive from the Corporation any properties or any securities representing more than one percent of the outstanding securities of the Corporation or of any of the Corporation’s associates or affiliates.

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AUDITORS, TRANSFER AGENT AND REGISTRAR

The auditor of the Corporation is Deloitte LLP. Deloitte LLP is independent of the Corporation within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The registrar and transfer agent for the Corporation is Computershare Investor Services Inc. at its office in Vancouver, British Columbia.

PURCHASER’S STATUTORY RIGHTS

Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus or any amendment. In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for the particulars of these rights or consult with a legal advisor.

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CERTIFICATE OF THE CORPORATION

Dated: May 24, 2024

This short form prospectus, together with the documents incorporated in this prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except the province of Québec.

(signed) Paul Harbidge Paul Harbidge President, Chief Executive Officer & Director

(signed) Graham Richardson Graham Richardson Chief Financial Officer

On behalf of the Board of Directors:

(signed) Russell Ball (signed) Randy Engel Russell Ball Randy Engel Director Director

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CERTIFICATE OF THE UNDERWRITERS

Dated: May 24, 2024

To the best of our knowledge, information and belief, the short form prospectus, together with the documents incorporated in the prospectus by reference, as supplemented by the foregoing, constitutes full, true and plain disclosure of all material facts relating to the securities offered by the prospectus and this supplement as required by the securities legislation of each of the provinces and territories of Canada, except the province of Québec.

VENTUM FINANCIAL CORP. CANACCORD GENUITY CORP.

(signed) Tim Graham (signed) David Sadowski Tim Graham David Sadowski Managing Director, Head of Investment Managing Director, Head of Canadian Metals and Banking Mining, Investment Banking

TD SECURITIES INC.

(signed) Edward J. McGurk Edward J. McGurk Managing Director, Mining Investment Banking

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This short form base shelf prospectus has been filed under legislation in all provinces of Canada excluding Quebec that permits certain information about these securities to be determined after this prospectus has become final and that permits the omission from this prospectus of that information. Other than in limited circumstances where an exemption from the delivery requirements is available in connection with “at-the-market” distributions, the legislation requires the delivery to purchasers of a prospectus supplement containing the omitted information within a specified period of time after agreeing to purchase any of these securities.

Information has been incorporated by reference in this prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Faraday Copper Corp. at 250 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6, and are also available electronically at www.sedar.com.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

October 21, 2022

==> picture [443 x 64] intentionally omitted <==

FARADAY COPPER CORP.

$75,000,000

Common Shares Preferred Shares Debt Securities Warrants Subscription Receipts Units

Faraday Copper Corp. (“ Faraday ” or the “ Company ”) may from time to time offer and issue (i) common shares (“ Common Shares ”), (ii) preferred shares (“ Preferred Shares ”); (iii) debt securities (“ Debt Securities ”), (iv) warrants to purchase Common Shares, Preferred Shares or Debt Securities (“ Warrants ”), (v) subscription receipts (“ Subscription Receipts ”) or (vi) any combination of such securities or units (“ Units ”) comprised of one or more of such securities (the Common Shares, Preferred Shares, Debt Securities, Warrants, Subscription Receipts and Units are collectively referred to as the “ Securities ”) with an aggregate offering price not to exceed $75,000,000 (or its equivalent in U.S. dollars or any other currency or currency unit used to denominate the Securities at the time of offering) during the 25 month period that this short form base shelf prospectus (the “ Prospectus ”), including any amendments hereto, remains valid.

The Company’s head office is located at 250 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6 and the Company’s registered office is located at 2400 – 745 Thurlow Street, Vancouver, British Columbia, V6E 0C5.

The specific terms of the Securities in respect of which this Prospectus is being delivered will be set forth in an accompanying shelf prospectus supplement (a “ Prospectus Supplement ”) and may include, where applicable (i) in

the case of Common Shares, the number of Common Shares offered, the offering price (in the event the offering is a fixed price distribution) or the manner of determining the offering price (in the event the offering is a non-fixed price distribution), whether the Common Shares are being offered for cash and any other specific terms, (ii) in the case of Preferred Shares, the designation of the particular class or series, as applicable, the number of Preferred Shares offered, the offering price, whether the Preferred Shares are being offered for cash, the dividend rate, if any, any terms for redemption or retraction, any exchange or conversion terms and any other specific terms, (iii) in the case of Debt Securities, the aggregate principal amount and ranking of Debt Securities being offered, the issue and delivery date, the maturity date, the offering price, the interest provisions, the currency or currency unit for which the Debt Securities may be purchased, the authorized denominations, the covenants, the events of default, any terms for redemption or retraction, any exchange or conversion rights attached to the Debt Securities, the method of distribution, the form of Debt Securities, whether the Debt Securities will be secured by any of the Company’s assets or guaranteed by any other person and any other specific terms, (iv) in the case of Warrants, the offering price, whether the Warrants are being offered for cash, the designation, the number and the terms of the Common Shares, Preferred Shares or other Securities purchasable upon exercise of the Warrants, any procedures that will result in the adjustment of these numbers, the exercise price, the dates and periods of exercise and any other specific terms, (v) in the case of Subscription Receipts, the number of Subscription Receipts being offered, the offering price, whether the Subscription Receipts are being offered for cash, the procedures for the exchange of the Subscription Receipts for Securities, the currency in which the Subscription Receipts are issued and any other specific terms, or (vi) in the case of Units, the number of Units offered, a description of the Units including the Securities comprising the Units, the offering price or manner of determining the offering price and any other specific terms. Where required by statute, regulation or policy, and where Securities are offered in currencies other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to the Securities will be included in the Prospectus Supplement describing the Securities.

This Prospectus, supplemented by a Prospectus Supplement, may qualify an “at-the-market distribution”, as defined under National Instrument 44-102 – Shelf Distributions (“ NI 44-102 ”)

This Prospectus does not qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket of the foregoing items. For greater certainty, this Prospectus may qualify for issuance Debt Securities, or Securities convertible or exchangeable into Debt Securities, in respect of which the payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market benchmark interest rates or a U.S. Federal funds rate.

All information omitted from this Prospectus in accordance with applicable securities legislation will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with this Prospectus other than in limited circumstances where delivery is not required pursuant to NI 44-102 in connection with “at-the-market” distributions. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of such Prospectus Supplement and only for the purposes of the distribution of the Securities to which such Prospectus Supplement pertains.

The outstanding Common Shares are listed on the Canadian Securities Exchange (the “ CSE ”) under the symbol “FDY”. There is currently no market through which Securities, other than the Common Shares, may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus. This may affect the pricing of the Securities, other than the Common Shares, in the secondary market, the transparency and availability of trading prices, the liquidity of these Securities and the extent of issuer regulation. See “ Risk ” Factors .

This Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and only by persons permitted to sell the Securities in those jurisdictions. The Company may offer and sell the Securities to or through underwriters or dealers purchasing as principals, and may also offer and sell certain Securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification under applicable securities laws. See “ Plan of Distribution ”. A Prospectus Supplement relating to each

issue of Securities offered thereby will identify each underwriter, dealer or agent, as the case may be, engaged by the Company in connection with the offering and sale of the Securities and will set forth the terms of the offering of such Securities, including the method of distribution, the proceeds to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents and any other material terms relating to the offering of such Securities.

Unless otherwise specified in the applicable Prospectus Supplement, each series or issue of Securities will be a new issue of Securities. The Securities may be sold from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with any offering of the Securities, the underwriters, dealers or agents may over-allot or effect transactions which stabilize or maintain the market price of the Securities offered at a higher level than that which might exist in the open market. These transactions may be commenced, interrupted or discontinued at any time. See “ Plan of Distribution ”.

Certain directors of the Company, namely Alan Wilson, Katherine Arnold, Randy Engel and Audra Walsh, reside outside of Canada. These directors of the Company and these Qualified Persons have each appointed the Company at 250 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6 as agent for service of process in Canada. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or resides outside of Canada, even if such person or company has appointed an agent for service of process. In addition, the following Qualified Persons (as such term is defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects ) reside outside of Canada: Berkley J. Tracy and Erin Lynn Patterson.

No underwriter has been involved in the preparation of this Prospectus nor has any underwriter performed any review of the contents of this Prospectus.

Investing in the Securities involves certain risks. Prospective purchasers of the Securities should carefully consider all the information in this Prospectus and in the documents incorporated by reference in this Prospectus. See “ Risk Factors ”.

Page CAUTION REGARDING FORWARD-LOOKING INFORMATION ........................................................................ 1 DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................ 2 CURRENCY AND FINANCIAL STATEMENT PRESENTATION .......................................................................... 3 THE COMPANY .......................................................................................................................................................... 3 CONSOLIDATED CAPITALIZATION ...................................................................................................................... 6 USE OF PROCEEDS .................................................................................................................................................... 6 PLAN OF DISTRIBUTION .......................................................................................................................................... 7 DESCRIPTION OF SHARE CAPITAL ....................................................................................................................... 8 DESCRIPTION OF DEBT SECURITIES .................................................................................................................... 8 DESCRIPTION OF WARRANTS .............................................................................................................................. 10 DESCRIPTION OF SUBSCRIPTION RECEIPTS ..................................................................................................... 11 DESCRIPTION OF UNITS ........................................................................................................................................ 12 OTHER MATTERS RELATING TO THE SECURITIES ......................................................................................... 13 EARNINGS COVERAGE RATIOS ........................................................................................................................... 15 PRIOR SALES ............................................................................................................................................................ 15 MARKET FOR SHARES ........................................................................................................................................... 15 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS .............................................................. 15 RISK FACTORS ......................................................................................................................................................... 15 LEGAL MATTERS .................................................................................................................................................... 16 AUDITORS, TRANSFER AGENT AND REGISTRAR ............................................................................................ 16 PURCHASER’S STATUTORY RIGHTS .................................................................................................................. 17 CONTRACTUAL RIGHTS OF RESCISSION .......................................................................................................... 17 CERTIFICATE OF FARADAY COPPER CORP. ................................................................................................... C-1

MTDOCS 45576488

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements contained in this Prospectus, or incorporated by reference herein, that are not current or historic factual statements constitute “forward-looking information” within the meaning of applicable securities laws. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “proposes”, “expects”, “estimates”, “intends”, “anticipates”, or “believes”, or variations (including negative and grammatical variations) of such words and phrases that state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements relate to future events or the Company’s future performance, business prospects or opportunities. All statements other than statements of historical fact may be forward-looking statements. Examples of forward-looking statements include, but are not limited to: information concerning the expected timing of the Company’s updated workplan and strategy for the Contact Copper Project (defined below) and Copper Creek Project (defined below), information concerning the interpretation of drill results, mineral resource and reserve estimates and capital cost estimates. Actual results, performance and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this Prospectus or incorporated by reference herein. Such forward-looking statements are based on a number of factors and assumptions which may prove to be incorrect, including, but not limited to, factors and assumptions about: general business, financial and economic conditions, including stress in the global economy; supply and demand for, and the level and volatility of prices of, copper and other mineral commodities under exploration; the availability of financing for the Company’s exploration and development projects on reasonable terms; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the ability to attract and retain skilled staff; the accuracy of resource estimates (including, with respect to size, grade and recoverability) and the geological, operational and price assumptions on which it is based; permitting and licensing risks; political, economic and other risks; operating risks caused by social unrest; risks related to government regulation, laws, sanctions and measures; risks related to exploration cost estimates; obligations as a public company; volatility in the market price of the Company’s securities; risks related to community relations; nature and climactic conditions; the prevalence of competition within the mining industry; public health risks, including risks associated with the COVID-19 pandemic; risks associated with title to the Company’s mining claims and leases; risks relating to potential litigation; negative cash flow; liquidity and financing risks; exchange rate and currency risks; dilution risk; and tax benefits and tax rates.

These forward-looking statements involve risks and uncertainties relating to, among other things, risks related to international operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed under the “ Risk Factors ” section of this Prospectus and in the Company’s AIF (defined below) and Annual MD&A (defined below) available under the Company’s SEDAR profile at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forwardlooking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

The forward-looking information contained in each of the documents incorporated by reference herein is made as of the date of such document and, accordingly, is subject to change after such date. There can be no assurance that forward-looking statements will prove to be accurate and the Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates, assumptions or opinions should change, except as required by applicable law. Accordingly, investors should not place undue reliance on forward-looking statements. All of the forward-looking information made in this Prospectus and the documents incorporated by reference herein is qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference into this Prospectus from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at the address set forth on the cover page of this Prospectus, and are also available electronically at www.sedar.com (“ SEDAR ”).

The following documents of the Company filed with the securities commissions or similar authorities in each of the provinces and territories of Canada are specifically incorporated by reference into and form an integral part of this Prospectus:

(a) the annual information form of the Company for the year ended December 31, 2021 dated August 26, 2022 (the “ AIF ”);
(b) the audited consolidated financial statements of the Company for the years ended December 31, 2021 and 2020, together with the notes thereto and the auditors’ report thereon;
(c) the management discussion and analysis of the financial condition and results of operations of the Company for the years ended December 31, 2021 and 2020 (the “ Annual MD&A ”);
(d) the unaudited condensed interim consolidated financial statements of the Company for the three and six months ended June 30, 2022 and 2021, together with the notes thereto (the “ Interim Financial Statements ”);
(e) the management discussion and analysis of the financial condition and results of operations of the Company for the three and six months ended June 30, 2022 and 2021 (“ Interim MD&A ”);
(f) the material change report dated May 9, 2022 with respect to the completion of a private placement offering of 25,000,000 Common Shares;
(g) the management information circular dated March 14, 2022 in respect of the annual and special general meeting of shareholders held on April 19, 2022; and
(h) the management information circular dated September 14, 2021 in respect of the special meeting of shareholders held on October 15, 2021.

Any statement in this Prospectus or contained in a document incorporated or deemed to be incorporated by reference in this Prospectus is deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained in this Prospectus or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Prospectus, modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseded statement will not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a

statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

When the Company files a new annual information form and audited consolidated financial statements and related management’s discussion and analysis with, and where required, they are accepted by, the applicable securities regulatory authorities during the time that this Prospectus is valid, the following documents will be deemed no longer incorporated by reference in this Prospectus for purposes of future offers and sales of securities under this Prospectus: any previous annual information form, any previous audited consolidated financial statements and related management’s discussion and analysis, all unaudited interim consolidated financial statements or reports and related management’s discussion and analysis, all material change reports filed prior to the commencement of the Company’s financial year in which the new annual information form is filed, and any information circular filed prior to the commencement of the Company’s financial year in respect of which the new annual information form is filed.

Investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not authorized anyone to provide investors with different or additional information. The Company is not making an offer of Securities in any jurisdiction where the offer is not permitted by law. Investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date other than the date on the front of the applicable Prospectus Supplement.

Certain “marketing materials” (as that term is defined under NI 41-101) may be used in connection with a distribution of Securities under this Prospectus and the applicable Prospectus Supplement(s). Any “template version” of any “marketing materials” (as those terms are defined in NI 41-101) that is provided in connection with a distribution of Securities and filed by the Company with applicable regulatory authorities after the date of the applicable Prospectus Supplement for the offering and before the termination of the distribution of such Securities will be deemed to be incorporated by reference into that Prospectus Supplement.

References to the Company’s website in any documents that are incorporated by reference into this Prospectus do not incorporate by reference the information on such website into this Prospectus, and we disclaim any such incorporation by reference.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

The Company’s financial statements and financial information are presented in Canadian dollars. All dollar amounts referenced in this Prospectus, unless otherwise indicated, are expressed in Canadian dollars.

Certain information incorporated by reference in this Prospectus with respect to the includes non-GAAP financial measures, which are not defined under International Financial Reporting Standards (“IFRS”). Please refer to the Annual MD&A and Interim MD&A which are incorporated by reference in this Prospectus, for definitions and reconciliations of these non-GAAP measures and an explanation of why the Company believes the non-GAAP financial measures provide useful additional information related to the operating results of the Company. Prospective investors are cautioned that non-GAAP financial measures should not be construed as an alternative to the IFRS consolidated statements of income or other IFRS statements. Further, these measures do not have any standardized meaning and the Company’s method of calculating each measure may not be comparable to calculations used by other companies bearing the same description.

THE COMPANY

Overview

Faraday is a Canadian exploration company focused on advancing copper projects in the United States of America. As of the date hereof, the Company owns 100% of two exploration-stage resource properties:

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the Copper Creek project, a 100% owned copper deposit located in Pinal County, Arizona, approximately 120 road kilometres northeast of Tucson and 24 kilometres northeast of San Manuel (the “ Copper Creek Project ”) being its sole material project; and
the Contact Copper project, a 100% owned, pre-feasibility stage copper oxide project located on private land in Elko County, Nevada (“ Contact Copper Project ”).

The Company is in the exploration and development stage with respect to its mineral property interests and neither project has, as yet, achieved commercial production.

The Copper Creek Project is currently owned by the Company’s wholly-owned subsidiary Redhawk Resources, Inc. (“ Redhawk ”). In August of 2018, the Company acquired all of the issued and outstanding shares of Redhawk (the “ Redhawk Acquisition ”) by way of a plan of arrangement completed under the Business Corporation Act (British Columbia) (the “ BCBCA ”). In consideration for the Redhawk Acquisition, the Company issued 0.929 Common Shares to each shareholder of Redhawk for each Redhawk share held. A total of 66,047,090 Common Shares were issued to shareholders of Redhawk, representing 25% of the issued and outstanding Common Shares at the time on a post-transaction basis. Upon the completion of the Redhawk Acquisition, Redhawk became a subsidiary of the Company. The most recent technical study work completed on the Copper Creek Project was published in a technical report titled “NI 43-101 Technical Report Mineral Resource Estimate Copper Creek Project, Arizona”, with an effective date of July 6, 2022 and filed by the Company on SEDAR on August 18, 2022 (the “ Copper Creek Technical Report ”).

The Company acquired the Contact Copper Project in 2014 from International Enexco Limited. The historic mineral resources estimate, the most recent technical study work completed in respect of the Contact Copper Project, was published in a technical report titled “NI 43-101 Pre-Feasibility Study on the Contact Copper Project” prepared by Hard Rock Consultants LLC, published October 1, 2013.

Corporate Structure

The Company was formed under the name “CopperBank Resources Corp.” on October 21, 2014 pursuant to an amalgamation of 0999279 B.C. Ltd., 1016077 B.C. Ltd. and Choice Gold Corp. under the BCBCA. The Company’s head office is located at 250 – 200 Burrard Street, Vancouver, British Columbia, V6C 3L6 and the Company’s registered office is located at 2400 – 745 Thurlow Street, Vancouver, British Columbia, V6C 0C5. On April 19, 2022, the Company changed its name from “CopperBank Resources Corp.” to “Faraday Copper Corp.”.

The Company is listed on the CSE under the symbol “FDY” and trades in the United States on the OTCQX Best Market under the symbol “CPPKF”.

The corporate organization of the Company including the Company’s subsidiaries, together with the jurisdiction of incorporation of each subsidiary and the percentage of voting securities beneficially owned, controlled or directed, directly or indirectly, by the Company is included in the AIF.

Exploration Activities at Copper Creek

Since the new management team joined the Company in 2021 a variety exploration activities have been undertaken at the Company’s Copper Creek project including the review, compilation and organization of historical data (geochemistry, geotechnical, metallurgical, vein mapping, spectral data, mag-survey data, etc.) for further evaluation by the Company. This was completed in the first quarter of 2022. Based on this review it was determined that Copper Creek has over 200,000-m of core drilling performed on it over a 100 year time period, with over 95% of the historical data being in workable and in good condition.

In February 2022, the Company initiated a 6,000-m core drilling program designed to test previously undrilled areas between known breccia bodies and to collect structural, metallurgical, geotechnical, and hydrogeological information. The Phase 1 drilling program was completed in June 2022 and totaled 5,923.3 m in nine drillholes.

In May 2022, the Company generated a geological model based on the relogging of approximately 15,000 m of historical core covering the breccia-style mineralisation, observations from new drilling, short wave infrared spectral data, multi-element geochemistry, and detailed relogging of core from the Keel and American Eagle porphyrystyle mineralisation. Data was modelled in Seequent Leapfrog Geo™ to generate three-dimensional (3D) wireframe models that were used to constrain the Mineral Resources Estimate. The Copper Creek geological model and mineral resource estimate are delineated at surface by newly acquired, detailed, 1-m contour topography.

Phase II core drilling is planned to commence in the fourth quarter of 2022 with estimated costs ranging from C$3,000,000 to C$5,000,000. Contractor and consulting agreements for this work provide for a 30 – 90 day notice period for termination and demobilization, there is no committed amount of expenditure. Property maintenance costs (access agreements, property taxes, state prospecting fees, claim fees, etc.) are estimated as C$244,000 over the next 12 months.

San Manuel Facility Upgrade and Renovation

The Company is currently undertaking renovations and expansion of the San Manuel Facility, which include construction of a new core storage and racking, upgrading and installing certain electrical works, installing a new roof and painting. Costs incurred to date are approximately C$450,000, and the Company expects to incur another C$750,000 through the first half of 2023 to complete the planned renovations.

Exploration Activities at Contact Copper

At the Company’s Contact Copper project, the Company has engaged a project director who starting in March 2022 has undertaken a review of historical data including relogging of historical core, and completing additional field work (rock sample collection, vein mapping, additional geophysics, geochemistry data) as well as metallurgical test work program.

Based on the size and status of the project, the Company expects to complete an updated geological model and mineral resource estimate using primarily internal resources. Contact Copper is not a material project to the Company and focus is on Copper Creek. Property maintenance costs (property taxes, claim fees, etc.) are estimated as C$81,000 over the next 12 months.

Capital Resources

The Company has an estimated net working capital of C$13.9 million as of August 31, 2022; which is sufficient to complete the planned expenditures over the next 12 months. The Company is reliant on external markets for financing, either through debt or equity, and as of the date of this prospectus, has not formally arranged any additional sources of financing.

Use of Proceeds and Milestones

On September 16, 2021, the Company closed a non-brokered private placement of units for aggregate gross proceeds of C$5,000,000 at a price of C$0.40 per unit and on May 5, 2022, the Company closed a non-brokered private placement of common shares for aggregate gross proceeds of C$20,000,000 at a price of C$0.80 per common share, together (the “Offerings”)

The Company intends to use the gross proceeds from the Offerings to advance the Company’s Copper Creek and Contact Copper exploration projects, as well as for general working capital purposes, as estimated below.

	Use of Proceeds	Use of Proceeds
Copper Creek Expenditures Contact Copper Expenditures General Working Capital Expenditures	4,075,000 135,000 790,000 5,000,000	16,250,000 1,000,000 2,750,000 20,000,000

Considering the current uncertainty as to the general market and competitive conditions, the Company continues to maintain its fiscally responsible approach to its mineral exploration activities. In particular, the Company continues to evaluate market conditions on an ongoing basis, with the goal of, among other things: (i) identifying the appropriate time to initiate certain business objectives, and (ii) exploring potential alternative, viable opportunities to further develop and expand the Company s business.

As such, the Company notes that there may be circumstances where, for sound business reasons, the Company may be required to reallocate funds, including due to demands for shifting focus or investment in mining exploration and/or development activities, requirements for accelerating, increasing, reducing, or eliminating initiatives in response to changes in market, regulations and/or developments in the mining sector generally and in the price of copper, unexpected setbacks, and strategic opportunities, such as partnerships, strategic partners, joint ventures, mergers, acquisitions, and other opportunities.

Recent Developments

The Company has applied to list graduate from the CSE to the Toronto Stock Exchange and list its common shares on the TSX. Approval of the listing is subject to the Company meeting certain standard customary conditions required by the TSX.

On July 6, 2022, the Company announced an updated mineral resource estimate for the Copper Creek Project. In support thereof, the Company filed the Copper Creek Technical Report on August 18, 2022. A copy of the Copper Creek Technical Report is available under the Company’s SEDAR profile at www.sedar.com.

CONSOLIDATED CAPITALIZATION

There have been no material changes in the share and loan capital of the Company, on a consolidated basis since the date of the Interim Financial Statements, which are incorporated by reference in this Prospectus.

The applicable Prospectus Supplement will describe any material change, and the effect of such material change, on the Company’s share and loan capitalization that will result from the issuance of Securities pursuant to such Prospectus Supplement.

USE OF PROCEEDS

Unless otherwise specified in a Prospectus Supplement, the net proceeds to the Company from the sale of the Securities will be used to advance the Copper Creek Project and Contact Copper Project. With respect to the advancement of the Copper Creek Project and the Contact Copper Project, this may include completing work recommended by Qualified Persons under the National Instrument 43-101 – Standard of Disclosure for Mineral Projects technical reports filed in respect of the properties and for potential acquisitions of land and property around the projects. The amount of net proceeds expected to be received from the sale of Securities, and each of the principal purposes for which the Company will use those net proceeds, will be set forth in the applicable Prospectus Supplement. The Company may, from time to time, issue securities (including Securities) other than pursuant to this Prospectus.

As of the date of this Prospectus, the Company is in the exploration stage with respect to its mineral property interests and has not, as yet, achieved commercial production. The Company has limited cash resources, as compared with its planned expenditures, has incurred operating losses and negative cash flows from operations in the past, and will require additional funding in order to continue operations. The Company anticipates the proceeds raised in connection with the sale of the Securities will be used to fund activities that will contribute to negative cash flow in the near term. The Company further anticipates that it will remain in a state of negative operating cash flow until commercial production is achieved, at which time the Company anticipates beginning to generate positive cash flow.

PLAN OF DISTRIBUTION

The Company may sell Securities: (i) to or through underwriters or dealers, (ii) directly to purchasers, (iii) through agents, or (iv) through a combination of any of these methods of sale.

The distribution of the Securities of any series may be effected from time to time in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, the Securities may be offered at market prices prevailing at the time of sale, at prices determined by reference to the prevailing price of a specified security in a specified market or at prices to be negotiated with purchasers, including sales in transactions that are an “at-the-market distribution” as defined in National Instrument 44-102 – Shelf Distributions , including sales made directly on the CSE or other existing trading markets for the Securities, in which case the compensation payable to an underwriter, dealer or agent in connection with any such sale will be increased or decreased by the amount, if any, by which the aggregate price paid for the Securities by the purchasers exceeds or is less than the gross proceeds paid by the underwriter, dealer or agent to the Company. The price at which the Securities will be offered and sold may vary from purchaser to purchaser and during the period of distribution.

In connection with the sale of the Securities, underwriters, dealers or agents may receive compensation from the Company or from other parties, including in the form of underwriters’, dealers’ or agents’ fees, commissions or concessions. Underwriters, dealers and agents that participate in the distribution of the Securities may be deemed to be underwriters for the purposes of applicable Canadian securities legislation and any such compensation received by them from the Company and any profit on the resale of the Securities by them may be deemed to be underwriting commissions.

The Prospectus Supplement relating to each distribution of Securities will also set forth the terms of the offering of the Securities, including to the extent applicable, the initial offering price, the proceeds to the Company, the underwriters’, dealers’ or agents’ compensation or other discount or selling concession to be allowed or re-allowed to underwriters or dealers. Any underwriters, dealers or agents with respect to a particular offering of Securities will be named in the Prospectus Supplement relating to such offering.

In connection with any offering of Securities, the underwriters may over-allot or effect transactions which stabilize, maintain or otherwise affect the market price of the Securities at a level other than those which otherwise might prevail on the open market. Such transactions may be commenced, interrupted or discontinued at any time.

Under agreements which may be entered into by the Company, underwriters, dealers and agents who participate in the distribution of the Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the securities legislation of each of the provinces and territories of Canada.

Each distribution of Securities will be a new issue of securities for which (other than the Common Shares) there is no established trading market. Unless otherwise specified in a Prospectus Supplement relating to a series of Securities, the Securities (other than Common Shares) will not be listed on any securities exchange. Certain broker dealers may make a market in the Securities, but will not be obligated to do so and may discontinue any market making at any time without notice. No assurance can be given that any broker dealer will make a market in the Securities of any series or as to the liquidity of the trading market, if any, for the Securities of any series.

Unless otherwise specified in the applicable Prospectus Supplement, this Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities in the United States. Unless otherwise specified in the applicable Prospectus Supplement, the Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, unless the Securities are registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available. Each underwriter, dealer and agent who participates in the distribution will agree not to sell or offer to sell or to solicit any offer to buy any Securities within the United States or to, or for the account or benefit of, a U.S. person, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and any applicable state securities laws.

DESCRIPTION OF SHARE CAPITAL

General Description of Capital Structure

The Company is authorized to issue an unlimited number of Common Shares. As at October 20, 2022 there were 123,012,438 Common Shares issued and outstanding.

Common Shares

Each Common Share entitles the holder thereof to receive notice of any meeting of shareholders of the Company and to attend and to cast one vote per Common Share at all such meetings. Holders of Common Shares are entitled to receive dividends, if any, as and when declared by the board of directors by the Company, in its discretion. Upon the liquidation, dissolution or winding up of the Company, holders of Common Shares are entitled to receive on a pro rata basis the net assets of the Company after payment of debts and other liabilities, in each case subject to the rights, privileges, restrictions and conditions attaching to any other series or class of shares ranking senior in priority to the holders of Common Shares with respect to dividends or liquidation. The Common Shares do not carry any pre-emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

The Securities offered pursuant to this Prospectus may include Common Shares issuable upon exercise of any Debt Securities or Warrants or upon conversion of any Debt Securities or Subscription Receipts.

Preferred Shares

The Company is not currently authorized to issue Preferred Shares. The board of directors of the Company may determine to designate and create shares of another class or series of shares, including as Preferred Shares. The board of directors may fix, before the issuance thereof, the number of Preferred Shares of each series, the designation, rights, privileges, restrictions and conditions attaching to the Preferred Shares of each series, including, without limitation, any voting rights, any right to receive dividends (which may be cumulative or non‐cumulative and variable or fixed) or the means of determining such dividends, the dates of payment thereof, any terms and conditions of redemption or retraction, any exchange or conversion rights, any rights on the liquidation, dissolution or winding‐up of the Company, and any sinking fund or other provisions.

The Preferred Shares of each series may, with respect to the payment of dividends and the distribution of assets in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, rank on a parity with the Preferred Shares of every other series and be entitled to preference over the Common Shares. If any amount of cumulative dividends (whether or not declared) or declared non‐cumulative dividends or any amount payable on any such distribution of assets constituting a return of capital in respect of the Preferred Shares of any series is not paid in full, the Preferred Shares of such series shall participate rateably with the Preferred Shares of every other series in respect of all such dividends and amounts.

The particular terms and provisions of a series of Preferred Shares offered pursuant to an accompanying Prospectus Supplement will be described in the applicable Prospectus Supplement. One or more series of Preferred Shares may be sold separately or together with other Securities under this Prospectus, or on conversion or exchange of any such Securities.

DESCRIPTION OF DEBT SECURITIES

In this section, the terms “Company” and “Faraday” refer only to Faraday Copper Corp. without the subsidiaries through which it operates. The following description of Debt Securities sets forth certain general terms and provisions of the Debt Securities that may be offered under this Prospectus and in respect of which a Prospectus Supplement may be filed. The Company will provide particular terms and provisions of a series of Debt Securities and a description of how the general terms and provisions described below may apply to that series in the Prospectus Supplement relating to such series. Prospective investors should rely on information in the applicable Prospectus Supplement if it is different from the following information.

Debt Securities will be issued under one or more indentures (each, a “ Debt Indenture ”), in each case between the Company and an appropriately qualified financial institution authorized to carry on business as a trustee (each, a “ Trustee ”). The description below is a summary of certain anticipated provisions of the applicable Debt Indenture and should be read together with the provisions of such Debt Indenture. Accordingly, reference should also be made to the applicable Debt Indenture, a copy of which will be filed by the Company with applicable provincial securities commissions or similar regulatory authorities in Canada after it has been entered into and before the issue of any Debt Securities thereunder, and will be available electronically on SEDAR under the Company’s profile.

Debt Securities may be offered separately or in combination with one or more other Securities. The Company may also, from time to time, issue Debt Securities and incur additional indebtedness other than pursuant to Debt Securities issued under this Prospectus.

General

Debt Securities may be issued from time to time in one or more series. The Company may specify a maximum aggregate principal amount for the Debt Securities of any series and, unless otherwise provided in the applicable Prospectus Supplement, a series of Debt Securities may be reopened for issuance of additional Debt Securities of that series.

The Prospectus Supplement will set forth, as applicable, the following terms relating to the Debt Securities being offered:

the specific designation and any limit on the aggregate principal amount of the Debt Securities;
the currency or currency units for which the Debt Securities may be purchased and in which the principal and any premium or interest is payable (in either case, if other than Canadian dollars);
the offering price (at par, at a discount or at a premium) of the Debt Securities;
the date(s) on which the Debt Securities will be issued and delivered;
the authorized denominations;
whether the Debt Securities will be secured by any of the Company’s assets or guaranteed by any other person;
the date(s) on which the Debt Securities will mature, including any provision for the extension of a maturity date, or the method of determining such date(s);
the rate(s) per annum (either fixed or floating) at which the Debt Securities will bear interest (if any) and, if floating, the method of determining such rate(s);
the date(s) from which any interest obligation will accrue and on which interest will be payable, and the record date(s) for the payment of interest or the method of determining such date(s);
if applicable, the provisions for subordination of the Debt Securities to other indebtedness of the Company;
the identity of the Trustee under the applicable Debt Indenture pursuant to which the Debt Securities are to be issued;
any redemption terms, or terms under which the Debt Securities may be defeased prior to maturity;
any repayment or sinking fund provisions;
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any events of default applicable to the Debt Securities;
whether the Debt Securities are to be issued in registered form or in the form of temporary or permanent global securities, and the basis of exchange, transfer and ownership thereof;
whether the Debt Securities may be converted or exchanged for other Securities of the Company or any other entity;
if applicable, the ability of the Company to satisfy all or a portion of any redemption of the Debt Securities, payment of any premium or interest thereon, or repayment of the principal owing upon the maturity through the issuance of Securities of the Company or of any other entity, and any restrictions on the persons to whom such Securities may be issued;
provisions applicable to amendment of the Debt Indenture; and
any other material terms, conditions or other provisions (including covenants) applicable to the Debt Securities.

DESCRIPTION OF WARRANTS

The Company may issue Warrants independently or together with other Securities, and Warrants sold with other Securities may be attached to or separate from the other Securities. Warrants will be issued under and governed by the terms of one or more warrant agreements or indentures that the Company will enter into with one or more banks or trust companies acting as warrant agent or trustee that will be named in the applicable Prospectus Supplement.

Selected provisions of the Warrants and the warrant agreements or indentures are summarized below. This summary is not complete. The statements made in this Prospectus relating to any warrant agreement or indenture and Warrants to be issued thereunder are summaries of certain anticipated provisions thereof and should be read together with the provisions of the applicable warrant agreement or indenture.

A description of the material terms of any Warrants that the Company offers, and the extent to which the general terms and provisions described in this section apply to those Warrants, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Warrants being offered:

the designation of the Warrants;
the aggregate number of Warrants offered and the offering price, if any;
the designation, number and terms of the Common Shares, Preferred Shares or other Securities purchasable upon exercise of the Warrants, and procedures that will result in the adjustment of those numbers;
the exercise price of the Warrants;
the dates or periods on, after or during which the Warrants are exercisable;
the designation and terms of any Securities with which the Warrants are issued and the number of Warrants that will be issued with each such Security;
if the Warrants are issued as a Unit with another Security, the date on and after which the Warrants and the other Security will be separately transferable;
the currency or currency unit in which the offering price, if any, and exercise price are denominated;
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any minimum or maximum amount of Warrants that may be exercised at any one time;
whether such Warrants will be listed on any securities exchange;
any terms, procedures and limitations relating to the transferability, exchange or exercise of the Warrants;
whether the Warrants will be subject to redemption or call and, if so, the terms of such redemption or call provisions; and
any other terms of the Warrants.

Warrant certificates will be exchangeable for new warrant certificates of different denominations at the office indicated in the Prospectus Supplement. Prior to the exercise of their Warrants, holders of Warrants will not have any of the rights of holders of the securities subject to the Warrants.

Modifications

The Company may amend the warrant agreements or indentures and the Warrants, without the consent of the holders of the Warrants, to cure any ambiguity, to cure, correct or supplement any defective or inconsistent provision, or in any other manner that will not materially and adversely affect the interests of holders of the outstanding Warrants. Other amendment provisions shall be as indicated in the Prospectus Supplement.

Enforceability

The warrant agent or trustee, as applicable, will act solely as the Company’s agent. The warrant agent or trustee, as applicable, will not have any duty or responsibility if the Company defaults under the warrant agreements or indentures or the warrant certificates. A Warrant holder may, without the consent of the warrant agent or trustee, as applicable, enforce by appropriate legal action on its own behalf the holder’s right to exercise the holder’s Warrants.

DESCRIPTION OF SUBSCRIPTION RECEIPTS

The Company may issue Subscription Receipts, independently or together with other Securities, and Subscription Receipts sold with other Securities may be attached to or separate from the other Securities. Subscription Receipts will be issued under one or more subscription receipt agreements that the Company will enter into with one or more escrow agents. If underwriters or agents are involved in the sale of Subscription Receipts, one or more of such underwriters or agents may also be parties to the subscription receipt agreement governing those Subscription Receipts. The relevant subscription receipt agreement will establish the terms of the Subscription Receipts.

A Subscription Receipt is a security of the Company that will entitle the holder to receive upon satisfaction of one or more release conditions, and for no additional consideration, a specified number of Securities. A description of the material terms of any Subscription Receipts that the Company offers, and the extent to which the general terms and provisions described in this section apply to those Subscription Receipts, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Subscription Receipts being offered:

the designation of the Subscription Receipts;
the aggregate number of Subscription Receipts offered and the offering price;
the currency or currency unit in which the Subscription Receipts will be offered;
the terms, conditions and procedures for which the holders of Subscription Receipts will become entitled to receive Securities;
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the number of Securities that may be obtained upon the conversion of each Subscription Receipt, the antidilution provisions that will result in the adjustment of that number and the period or periods during which any conversion must occur;
the designation and terms of any other Securities with which the Subscription Receipts will be offered and the number of Subscription Receipts that will be offered with each Security;
the gross proceeds from the sale of such Subscription Receipts, including (if applicable) the terms applicable to the escrow agent holding in escrow all or a portion of the gross proceeds from the sale of such Subscription Receipts, plus any interest earned thereon, pending satisfaction of the release conditions;
the material income tax consequences of owning, holding and disposing of such Subscription Receipts;
whether such Subscription Receipts will be listed on any securities exchange;
procedures for the refund by the escrow agent to holders of Subscription Receipts of all or a portion of the subscription price for their Subscription Receipts, plus any pro rata entitlement to interest earned or income generated on such amount, if the release conditions are not satisfied;
any entitlement of the Company to purchase the Subscription Receipts in the open market by private agreement or otherwise;
provisions as to modification, amendment or variation of the subscription receipt agreement or any rights or terms attaching to the Subscription Receipts;
any terms, procedures and limitations relating to the transferability, exchange or conversion of the Subscription Receipts; and
any other material terms and conditions of the Subscription Receipts.

DESCRIPTION OF UNITS

The Company may issue Units comprised of one or more of the other Securities described in this Prospectus in any combination. Each Unit will be issued so that the holder of the Unit is also the holder of each Security included in the Unit. Thus, the holder of a Unit will have the rights and obligations of a holder of each included Security. The unit agreement under which a Unit is issued may provide that the Securities included in the Unit may not be held or transferred separately, at any time or at any time before a specified date.

A description of the material terms of the Units that the Company offers, and the extent to which the general terms and provisions described in this section apply to those Units, will be set out in the applicable Prospectus Supplement. The Prospectus Supplement will describe some or all of the following terms relating to the Units being offered:

the designation and terms of the Units and of the Securities comprising the Units, including whether and under what circumstances those Securities may be held or transferred separately;
any provisions for the issuance, payment, settlement, transfer or exchange of the Units or of the Securities comprising the Units; and
whether the Units will be issued as global securities and, if so, who the depositary will be.
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OTHER MATTERS RELATING TO THE SECURITIES

General

The foregoing descriptions of the terms of the Debt Securities, Warrants, Subscription Receipts and Units set forth certain general terms and provisions of such Securities. The particular terms and provisions of the Debt Securities, Warrants, Subscription Receipts and Units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described herein may apply to them, will be described in the Prospectus Supplement filed in respect of such Securities.

The Company reserves the right to include in a Prospectus Supplement specific terms pertaining to Debt Securities, Warrants, Subscription Receipts and Units that are not within the descriptions set forth in this Prospectus, provided that such Securities will not be specified derivatives or asset-backed securities. To the extent that any terms or provisions or other information pertaining to Debt Securities, Warrants, Subscription Receipts and Units described in a Prospectus Supplement differ from any of the terms or provisions or other information described in this Prospectus, the description set forth in this Prospectus shall be deemed to have been superseded by the description set forth in the Prospectus Supplement with respect to those Securities. Prospective investors should rely on information in the applicable Prospectus Supplement and read this Prospectus together with the applicable Debt Indenture or other indenture.

Securities offered under this Prospectus may be issued in certificated form or in book-entry only form.

Certificated Form

Securities issued in certificated form will be registered in the name of the purchaser or its nominee on the registers maintained by the Company’s transfer agent and registrar or the applicable Trustee.

Book-Entry Only Form

Securities issued in “book-entry only” form must be purchased, transferred or redeemed through participants (“ participants ”) in a depository service of a depository identified in the Prospectus Supplement for the particular offering of Securities. Each of the underwriters, dealers or agents, as the case may be, named in the Prospectus Supplement will be a participant of the depository. On the closing of a book-entry only offering, the Company will cause a global certificate or certificates representing the aggregate number of Securities subscribed for under such offering to be delivered to, and registered in the name of, the depository or its nominee. Except as described below, no purchaser of Securities issued in book-entry only form will be entitled to a certificate or other instrument from the Company or the depository evidencing that purchaser’s ownership thereof, and no purchaser will be shown on the records maintained by the depository except through a book-entry account of a participant acting on behalf of such purchaser. Each purchaser of such Securities will receive a customer confirmation of purchase from the registered dealer from which the Securities are purchased in accordance with the practices and procedures of such registered dealer. The practices of registered dealers may vary, but generally customer confirmations are issued promptly after execution of a customer order. The depository will be responsible for establishing and maintaining book-entry accounts for its participants having interests in the book-entry only Securities. Reference in this Prospectus to a holder of book-entry only Securities means, unless the context otherwise requires, the owner of the beneficial interest in the Securities.

If the Company determines, or the depository notifies the Company in writing, that the depository is no longer willing or able to discharge properly its responsibilities as depository with respect to the book-entry only Securities and the Company is unable to locate a qualified successor, or if the Company at its option elects, or is required by law, to terminate the book-entry system, then such Securities will be issued in certificated form to holders or their nominees.

Transfer, Conversion or Redemption of Securities

Certificated Form

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Transfer of ownership, conversion or redemptions of Securities held in certificated form will be effected by the registered holder of the Securities in accordance with the requirements of the Company’s transfer agent and registrar and the terms of the indenture or certificates representing such Securities, as applicable.

Book-Entry Only Form

Transfer of ownership, conversion or redemptions of Securities held in book-entry only form will be effected through records maintained by the depository or its nominee for such Securities with respect to interests of participants, and on the records of participants with respect to interests of persons other than participants. Holders who desire to purchase, sell or otherwise transfer ownership of or other interests in the Securities may do so only through participants. The ability of a holder to pledge a Security or otherwise take action with respect to such holder’s interest in a Security (other than through a participant) may be limited due to the lack of a physical certificate.

Payments and Notices

Certificated Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Company, and any notices in respect of a Security will be given by the Company, directly to the registered holder of such Security, unless the applicable indenture in respect of such Security provides otherwise.

Book-Entry Only Form

Any payment of principal, a redemption amount, a dividend and interest on a Security, as applicable, will be made by the Company to the depository or its nominee, as the case may be, as the registered holder of the Security and the Company understands that such payments will be credited by the depository or its nominee in the appropriate amounts to the relevant participants. Payments to holders of Securities of amounts so credited will be the responsibility of the participants.

As long as the depository or its nominee is the registered holder of the Securities, the depository or its nominee, as the case may be, will be considered the sole owner of the Securities for the purposes of receiving notices or payments on the Securities. In such circumstances, the responsibility and liability of the Company in respect of notices or payments on the Securities is limited to giving or making payment of any principal, redemption, dividend and interest due on the Securities to the depository or its nominee.

Each holder must rely on the procedures of the depository and, if such holder is not a participant, on the procedures of the participant through which such holder owns its interest, to exercise any rights with respect to the Securities. The Company understands that under existing industry practices, if the Company requests any action of holders or if a holder desires to give any notice or take any action which a registered holder is entitled to give or take with respect to any Securities issued in book-entry only form, the depository would authorize the participant acting on behalf of the holder to give such notice or to take such action, in accordance with the procedures established by the depository or agreed to from time to time by the Company, any trustee and the depository. Accordingly, any holder that is not a participant must rely on the contractual arrangement it has, directly or indirectly through its financial intermediary, with its participant to give such notice or take such action.

The Company, any underwriters, dealers or agents and any trustee identified in a Prospectus Supplement relating to an offering of Securities in book-entry only form, as applicable, will not have any liability or responsibility for: (i) records maintained by the depository relating to beneficial ownership interests in the Securities held by the depository or the book-entry accounts maintained by the depository; (ii) maintaining, supervising or reviewing any records relating to any such beneficial ownership; or (iii) any advice or representation made by or with respect to the depository and contained in the Prospectus Supplement or in any indenture relating to the rules and regulations of the depository or any action to be taken by the depository or at the directions of the participants.

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EARNINGS COVERAGE RATIOS

Earnings coverage ratios will be provided as required by applicable securities laws in the applicable Prospectus Supplement(s) with respect to the issuance of Debt Securities having a maturity in excess of one year or Preferred Shares pursuant to this Prospectus.

PRIOR SALES

Prior sales will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

MARKET FOR SHARES

Trading prices and volume will be provided as required in a Prospectus Supplement with respect to the issuance of Securities pursuant to such Prospectus Supplement.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a resident of Canada with respect to the acquisition, ownership and disposition of any Securities offered thereunder.

In addition, the applicable Prospectus Supplement may describe certain Canadian federal income tax consequences to an investor who is a non-resident of Canada and who acquires any Securities offered thereunder, including whether the payments of dividends on Common Shares or Preferred Shares or payments of principal, premium, if any, and interest on debt securities will be subject to Canadian non-resident withholding tax.

RISK FACTORS

Prospective purchasers of Securities should carefully consider the risk factors described in this Prospectus, those described in a document incorporated by reference in this Prospectus (including subsequently filed documents incorporated by reference) and those described in a Prospectus Supplement relating to a specific offering of Securities. An investment in the Securities is subject to various risks including those risks inherent to the industries in which the Company operates. If any of the events contemplated by these risk factors occurs, the Company’s financial condition could be materially harmed, which could adversely affect the value of the Securities. In addition to the below, discussions of certain risks affecting the Company in connection with its business are provided in the Company’s disclosure documents filed with the various securities regulatory authorities which are incorporated by reference in this Prospectus, including the AIF. Additional risks not presently known to us or that we currently consider immaterial may also materially and adversely affect us. If any of the events identified in these risks and uncertainties were to actually occur, our business, financial condition or results of operations could be materially harmed.

No Existing Trading Market (other than for Common Shares)

Other than for Common Shares, there is no market through which the Securities may be sold and purchasers may not be able to resell such Securities purchased under this Prospectus and any Prospectus Supplement. There can be no assurance that an active trading market will develop for Preferred Shares, Debt Securities, Warrants, Subscription Receipts or Units after an offering or, if developed, that such market will be sustained. This may affect the pricing of such Securities in the secondary market, the transparency and availability of trading prices, the liquidity of the Securities, and the extent of issuer regulation.

The public offering prices of the Securities may be determined by negotiation between the Company and underwriters, dealers, agents or other purchasers based on several factors and may bear no relationship to the prices at which the Securities will trade in the public market subsequent to such offering, if any public market develops. See “ Plan of Distribution ”.

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Risk of Cost Escalation

As a result of the substantial expenditures involved in exploration and development projects, developments are prone to material cost overruns versus budget. The capital expenditures and time required to develop new mines are considerable and changes in cost or construction schedules can significantly increase both the time and capital required to build the mine. Project development schedules are also dependent on obtaining the governmental approvals necessary for the operation of a mine. Substantial expenditures are required to build mining and processing facilities for new properties. The timeline to obtain these government approvals is often beyond the Company’s control. It is not unusual in the mining industry for new mining operations to experience unexpected problems during the start-up phase, resulting in delays and requiring more capital than anticipated.

Mining companies are currently facing an inflationary environment and rapidly increasing construction and equipment costs. Availability of equipment and supplies is also a growing concern across the mining industry. In light of the foregoing, there is a risk that the Company will face increased capital costs and equipment-related delays if it proceeds with the construction of its Copper Creek Project. The combination of all of these factors may result in the Company’s inability to develop its properties, to achieve estimated production, revenue or cost levels, or to receive an adequate return on invested capital, which could have a material adverse effect on its business, results of operations and financial condition.

Use of Proceeds

The Company currently intends to use the net proceeds from the sale of the Securities as described under “ Use of Proceeds ”. However, the Company retains broad discretion over the actual use of the net proceeds from the sale of the Securities and may elect to allocate net proceeds differently from that described under “ Use of Proceeds ” if determined to be in the Company’s best interests to do so. Investors may not agree with how the Company allocates or spends the proceeds from the sale of the Securities. The Company may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of the Company’s securities, including the market value of the Securities, and that may increase the Company’s losses.

Negative Operating Cash Flow

The Company is an exploration stage company and has not generated cash flow from operations. The Company is devoting significant resources to the development of its properties, however there can be no assurance that it will generate positive cash flow from operations in the future. The Company currently has negative cash flow from operating activities and expects to continue to incur negative operating cash flow and losses until such time as it achieves commercial production.

LEGAL MATTERS

Unless otherwise specified in the Prospectus Supplement relating to the Securities, certain legal matters in connection with the offering of Securities will be passed upon on behalf of the Company by McCarthy Tétrault LLP. In addition, certain legal matters in connection with any offering of Securities will be passed upon for any underwriters, dealers or agents by counsel to be designated at the time of the offering by such underwriters, dealers or agents.

AUDITORS, TRANSFER AGENT AND REGISTRAR

The independent auditors of the Company is Smythe LLP, Chartered Professional Accountants. Smythe LLP is independent of Faraday Copper Corp. in accordance with the Code of Professional Conduct of the Chartered Professional Accountants of British Columbia.

The Company’s transfer agent and registrar is Computershare Investor Services Inc. at its office in Vancouver, British Columbia.

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PURCHASER’S STATUTORY RIGHTS

Subject to such further disclosure as may be provided in the applicable Prospectus Supplement, the following is a description of a purchaser’s statutory rights in respect of a purchase of Securities under this Prospectus. Securities legislation in certain of the provinces and territories of Canada provides purchasers with the right to withdraw from an agreement to purchase securities. This right may be exercised within two business days after receipt or deemed receipt of a prospectus and any amendment (irrespective, in the case of an offering on non-fixed price basis, of the determination at a later date of the purchase price of the Securities distributed). In several of the provinces and territories, the securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus and any amendment contains a misrepresentation or is not delivered to the purchaser, provided that the remedies for rescission, revision of the price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province. However, purchasers of Securities distributed under an “at-the-market distribution” by the Company do not have the right to withdraw from an agreement to purchase such Securities and do not have remedies of rescission or, in some jurisdictions, revisions of the price or damages for non-delivery of the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser because the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by such purchaser will not be sent or delivered, as permitted under Part 9 of NI 44-102. Any remedies under securities legislation that a purchaser of Securities distributed under an “at-the-market distribution” by the Company may have against the Company or its agents for rescission or, in some jurisdictions, revisions of the price or damages if the prospectus, prospectus supplement, and any amendment relating to the Securities purchased by a purchaser contains a misrepresentation will remain unaffected by the non-delivery of the prospectus referred to above The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of these rights or consult with a legal advisor.

CONTRACTUAL RIGHTS OF RESCISSION

Original purchasers of Subscription Receipts and of Debt Securities which are convertible into other securities of the Company or of Warrants offered separately will have a contractual right of rescission against the Company in respect of the conversion, exchange or exercise of such a Subscription Receipt, Debt Security or Warrant. The contractual right of rescission will entitle such original purchasers to receive, in addition to the amount paid on original purchase of the Subscription Receipt, Debt Security or Warrant, as the case may be, the amount paid upon conversion, exchange or exercise, upon surrender of the underlying securities gained thereby, in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion, exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise at law.

In an offering of Subscription Receipts, Debt Securities which are convertible into other securities of the Company or Warrants, investors are cautioned that the statutory right of action for damages for a misrepresentation contained in the Prospectus is limited, in certain provincial securities legislation, to the price at which such securities are offered to the public under the prospectus offering. This means that, under the securities legislation of certain provinces and territories, if the purchaser pays additional amounts upon a conversion, exchange or exercise of the security, those amounts may not be recoverable under the statutory right of action for damages that applies in those provinces and territories. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province for the particulars of this right of action for damages or consult with a legal advisor.

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CERTIFICATE OF FARADAY COPPER CORP.

Dated: October 21, 2022

This short form prospectus, together with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation of all provinces and territories of Canada other than the province of Quebec.

(signed) Paul Harbidge (signed) Graham Richardson Paul Harbidge Graham Richardson Director, President & Chief Executive Chief Financial Officer Officer

On Behalf of the Board of Directors

(signed) Russell Ball (signed) Randy Engel Russell Ball Randy Engel Director Director

C-1 -

AI assistant

Faraday Copper Corp. — Capital/Financing Update 2024

47242_rns_2024-05-24_2ebe4543-403e-463d-9606-5968d5594ce7.pdf

PROSPECTUS SUPPLEMENT To the Short Form Base Shelf Prospectus dated October 21, 2022

New Issue

FARADAY COPPER CORP.

$20,000,000

25,000,000 Common Shares

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PROSPECTUS

IMPORTANT NOTICE ABOUT INFORMATION IN THIS PROSPECTUS SUPPLEMENT

CAUTION REGARDING FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

MARKETING MATERIALS

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

SUMMARY DESCRIPTION OF THE BUSINESS

Overview

Corporate Organization

CONSOLIDATED CAPITALIZATION

Notes:

USE OF PROCEEDS

Principal Purposes

Business Objectives and Milestones

Copper Creek Project

PLAN OF DISTRIBUTION

DESCRIPTION OF SECURITIES DISTRIBUTED

PRIOR SALES

Notes:

TRADING PRICE AND VOLUME

Common Shares traded on the TSX:

Common Shares traded on the OTCQX:

RISK FACTORS

Risks Associated with the Offering

Loss of Entire Investment

Market Prices of the Common Shares May Not Be Sustained

Discretion in the Use of Proceeds

Risks Related to the Business of the Corporation

Future Sales or Issuances of Debt or Equity Securities Could Result in Dilution

Negative Operating Cash Flow

The Corporation Does Not Currently Intend to Pay Any Cash Dividends on the Common Shares in the Foreseeable Future

ELIGIBILITY FOR INVESTMENT

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

Dispositions of Offered Shares

LEGAL MATTERS

INTERESTS OF EXPERTS

AUDITORS, TRANSFER AGENT AND REGISTRAR

PURCHASER’S STATUTORY RIGHTS

CERTIFICATE OF THE CORPORATION

On behalf of the Board of Directors:

CERTIFICATE OF THE UNDERWRITERS

VENTUM FINANCIAL CORP. CANACCORD GENUITY CORP.

TD SECURITIES INC.

SHORT FORM BASE SHELF PROSPECTUS

New Issue

FARADAY COPPER CORP.

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING INFORMATION

DOCUMENTS INCORPORATED BY REFERENCE

statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Prospectus.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

THE COMPANY

Overview

Corporate Structure

Exploration Activities at Copper Creek

San Manuel Facility Upgrade and Renovation

Exploration Activities at Contact Copper

Capital Resources

Use of Proceeds and Milestones

Recent Developments

CONSOLIDATED CAPITALIZATION

USE OF PROCEEDS

PLAN OF DISTRIBUTION

DESCRIPTION OF SHARE CAPITAL

General Description of Capital Structure

Common Shares

Preferred Shares

DESCRIPTION OF DEBT SECURITIES

General

DESCRIPTION OF WARRANTS

Faraday Copper Corp. Capital/Financing Update 2024