US Copper Corp — Capital/Financing Update 2025

Jul 31, 2025

US COPPER CORP

FORM 51-102F3

MATERIAL CHANGE REPORT

1. Name and Address of Company

US Copper Corp. (the “Company”)
330 Zeller Dr.
Kitchener, ON
N2A 0B5

1. Date of Material Change

July 28, 2025

1. News Release

A press release disclosing the material change was released on July 28, 2025, through the facilities of Newsfile Corp.

1. Summary of Material Change

Company announced that it has completed a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of $1,165,000. The Private Placement involved the issuance of 11,650,000 units (“Units”) at a price of $0.10 per Unit. Each Unit consists of one common share in the capital stock the Company (a “Common Share”) and one warrant. Each whole warrant will entitle the holder to purchase one Common Share for $0.15 at any time within 2 years after closing. All securities issued pursuant to this Private Placement will be subject to a four-month hold period.

1. Full Description of Material Change

The material change is fully described in the Company’s press release which is attached as Schedule “A” and is incorporated herein.

The following supplementary information is provided in accordance with Section 5.2 of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

(a) a description of the transaction and its material terms:

See Summary above

(b) the purpose and business reasons for the transaction:

The Company intends to use the proceeds of the Private Placement for general working capital purposes and to advance its Moonlight-Superior Copper Project. Such activities are expected to include baseline studies required for permit applications,

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metallurgical studies required for more advanced engineering studies and geophysical surveys to assist in targeting deeper targets.

(c) the anticipated effect of the transaction on the issuer's business and affairs:

The completion of the Private Placement will allow the Company to meet its current financial obligations.

(d) a description of:

(i) the interest in the transaction of every interested party and of the related parties and associated entities of the interested parties:

NA

(ii) the anticipated effect of the transaction on the percentage of securities of the issuer, or of an affiliated entity of the issuer, beneficially owned or controlled by each person or company referred to in subparagraph (i) for which there would be a material change in that percentage:

NA

(e) unless this information will be included in another disclosure document for the transaction, a discussion of the review and approval process adopted by the board of directors and the special committee, if any, of the issuer for the transaction, including a discussion of any materially contrary view or abstention by a director and any material disagreement between the board and the special committee:

A resolution which was passed on July 14, 2025, by the board of directors of the Company approving the revised Private Placement.

(f) A summary in accordance with section 6.5 of MI 61-101, of the formal valuation, if any, obtained for the transaction, unless the formal valuation is included in its entirety in the material change report or will be included in its entirety in another disclosure document for the transaction:

Not applicable.

(g) disclosure, in accordance with section 6.8 of MI 61-101, of every prior valuation in respect of the issuer that relates to the subject matter of or is otherwise relevant to the transaction:

(i) that has been made in the 24 months before the date of the material change report:

Not applicable.

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(ii) the existence of which is known, after reasonable enquiry, to the issuer or to any director or officer of the issuer:

Not applicable.

(h) the general nature and material terms of any agreement entered into by the issuer, or a related party of the issuer, with an interested party or a joint actor with an interested party, in connection with the transaction:

Not applicable.

(i) disclosure of the formal valuation and minority approval exemptions, if any, on which the issuer is relying under sections 5.5 and 5.7 of MI 61-101 respectively, and the facts supporting reliance on the exemptions:

NA

1. Reliance on subsection 7.1(2) of National Instrument 51-102

The report is not being filed on a confidential basis.

1. Omitted Information.

No significant facts have been omitted from this Material Change Report.

1. Executive Officer.

For further information, contact Stephen Dunn, President and CEO of the Company at (416) 361-2827.

1. Date of Report.

This report is dated at Toronto, this 31st day of July, 2025.

US COPPER CORP.

Per: “Stephen Dunn” (Signed)
Stephen Dunn, President and CEO

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US COPPER CORP

US Copper Corp Completes Non-Brokered Private Placement

TORONTO, CANADA, July 28, 2025 – US Copper Corp (“US Copper” or the “Company”) (TSX Venture: USCU) (OTCQB: USCUF) (Frankfurt: C730) is pleased to announce that it has completed a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of $1,165,000. The Private Placement involved the issuance of 11,650,000 units (“Units”) at a price of $0.10 per Unit. Each Unit consists of one common share in the capital stock of the Company (a “Common Share”) and one warrant. Each whole warrant will entitle the holder to purchase one Common Share for $0.15 at any time within 2 years after closing. All securities issued pursuant to this Private Placement will be subject to a four-month hold period. As part of the Private Placement, the Company paid Finders' fees of $5,700. The Private Placement remains subject to final acceptance by the TSX Venture Exchange.

A material change report in connection with the Private Placement will be filed less than 21 days before the closing of the Private Placement. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.

The Company intends to use the proceeds of the Private Placement for general working capital purposes and to advance its Moonlight-Superior Copper Project. Such activities are expected to include baseline studies required for permit applications, metallurgical studies required for more advanced engineering studies and geophysical surveys to assist in targeting deeper targets.

For Further Information Contact:

Mr. Stephen Dunn, President, CEO and Director, US Copper Corp (416) 361-2827 or email info@uscoppercorp.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This press release contains forward-looking statements within the meaning of applicable Canadian and U.S. securities laws and regulations, including statements regarding the future activities of the Company. Forward-looking statements reflect the current beliefs and expectations of management and are identified by the use of words including "will", "hopes", "anticipates", "expected to", "plans", "planned", "intends" and other similar words. Actual results may differ significantly. The achievement of the results expressed in forward-looking statements is subject to a number of risks, including those described in the Company's management discussion and analysis as filed with the Canadian securities regulatory authorities which are available at www.sedarplus.ca. Investors are cautioned not to place undue reliance upon forward-looking statements.