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US Copper Corp — Capital/Financing Update 2025
Feb 28, 2025
46635_rns_2025-02-28_69dedc7f-c0b0-48d5-92f1-68b765ce0ede.pdf
Capital/Financing Update
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US COPPER CORP
FORM 51-102F3
MATERIAL CHANGE REPORT
- Name and Address of Company
US Copper Corp. (the “Company”)
330 Zeller Dr.
Kitchener, ON
N2A 0B5
- Date of Material Change
February 21, 2025
- News Release
A press release disclosing the material change was released on February 21, 2025, through the facilities of Newsfile Corp.
- Summary of Material Change
Company announced that it has completed a non-brokered private placement (the “Private Placement”) for aggregate gross proceeds of $500,000. The Private Placement involved the issuance of 10,000,000 units (“Units”) at a price of $0.05 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 $0.08 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.
- 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:
115,000 Units in the Private Placement were beneficially or indirectly acquired by insiders of the Company on February 21, 2025.
(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.
(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:
Insiders of the Company beneficially or directly acquired a total of 115,000 Units on February 21, 2025 in connection with the Private Placement as follows:
| Subscriber | No. of Units |
|---|---|
| Stephen Dunn | 115,000 |
(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:
After completion of the Private Placement the Units beneficially owned or controlled by Stephen Dunn, CEO and Director of the Company is 17,237,956 Common Shares, 1,600,000 Options and 741,667 Warrants of the Company.
(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 January 24, 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.
(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:
The Private Placement constitutes a “related party transaction” for the Company under MI 61-101. No formal valuation on the part of the Company is required under MI 61-101, in respect of the participation of the insiders in the Private Placement. The Company is relying on the exemptions from the formal valuation and minority approval requirements under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 based on section 5.5(b) of MI 61-101 as no securities of the Company are listed or quoted for trading on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ stock market or any other stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the Plus operated by Plus Markets Group plc. Additionally, the Company is exempt from obtaining minority shareholder approval in connection with the Private Placement by relying on section 5.7(1)(b) of MI 61-101 as, in addition to the foregoing, (i) neither the fair market value of the Units nor the consideration received in respect thereof from “interested parties” as defined by MI 61-101 would exceed $2,500,000, (ii) the Company has one or more independent directors in respect of the Private Placement who are not employees of the Company, and (iii) all of the independent directors have approved the Private Placement.
As this material change report is being filed less than 21 days before the Private Placement, there is a requirement under MI 61-101 to explain why the shorter period was reasonable or necessary in the circumstances. In the view of the Company, such shorter period was reasonable and necessary in the circumstances as the Company wished to complete the Private Placement in a timely manner.
- Reliance on subsection 7.1(2) of National Instrument 51-102
The report is not being filed on a confidential basis.
- Omitted Information.
No significant facts have been omitted from this Material Change Report.
- Executive Officer.
For further information, contact Stephen Dunn, President and CEO of the Company at (416) 361-2827.
- Date of Report.
This report is dated at Toronto, this 28th day of February, 2025.
US COPPER CORP.
Per: “Stephen Dunn” (Signed)
Stephen Dunn, President and CEO
US COPPER CORP
US Copper Corp Completes $500,000 Non-Brokered Private Placement
TORONTO, CANADA, February 21, 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 $500,000. The Private Placement involved the issuance of 10,000,000 units (“Units”) at a price of $0.05 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 $0.08 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 $3,600. The Private Placement remains subject to final acceptance by the TSX Venture Exchange.
Insiders of the Company acquired directly and indirectly a total of $5,750 worth of Units or 115,000 Units in the Private Placement on the same basis as other participants. The direct and indirect participation in the Private Placement by an insider of the Company constitutes a “related party transaction” as such term is defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company is relying on the exemptions from the formal valuation (section 5.5(b)) and minority approval requirements (section 5.7(1)(b)) under MI 61-101.
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.
For Further Information Contact:
Mr. Stephen Dunn, President, CEO and Director, US Copper Corp (416) 361-2827 or email [email protected].
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.