Gunnison Copper Announces Private Placement for Gross Proceeds of up to C$15.0 Million

Rhea-AI Summary

Gunnison Copper (TSX: GCU; OTCQB: GCUMF) announced a non-brokered private placement to raise up to C$15.0 million by issuing up to 33,333,333 Units at C$0.45 per Unit. Each Unit includes one common share and one-half warrant; each full warrant is exercisable at C$0.65 for 36 months. Net proceeds are allocated to drilling, metallurgical testing, permitting for a pre-feasibility study, US head office G&A, partial repayment of debt to Nebari, and working capital. Closings are expected on or around October 29, 2025, subject to TSX and regulatory approvals. Up to 24,858,878 Units will be offered as "LIFE Units" and are expected to be immediately freely tradeable in Canada; remaining Units are subject to a four-month hold in Canada.

Positive

• Financing target of C$15.0M to fund project advancement
• Proceeds earmarked for PFS-related drilling and metallurgical testing
• Up to 24.9M LIFE Units expected immediately freely tradeable in Canada
• Warrants exercisable at C$0.65 for 36 months provide potential future capital

Negative

• Issuance of up to 33,333,333 Units creates immediate share dilution
• Warrant exercises could cause additional dilution if holders convert
• Portion of proceeds allocated to partial repayment of Nebari debt
• Finder fees payable per TSX policies reduce net proceeds available

Phoenix, Arizona--(Newsfile Corp. - October 10, 2025) - Gunnison Copper Corp. (TSX: GCU) (OTCQB: GCUMF) (FSE: 3XS0) ("Gunnison" or the "Company") is pleased to announce a non-brokered private placement (the "Offering") for gross proceeds of up to C$15 million from the sale of up to 33,333,333 units of the Company (each, a "Unit") at a price of C$0.45 per Unit. Red Cloud Securities Inc. will be acting as a finder in connection with the Offering.

Each Unit will consist of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of C$0.65 at any time for a period of 36 months following the issue date.

The Company intends to use to use the net proceeds from the Offering for drilling, metallurgical testing and permitting activities that will be incorporated in a pre-feasibility study for the Gunnison Copper Project, funding US head office general and administrative expenses, partial repayment of outstanding debt due to Nebari, and for general working capital purposes.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), up to 24,858,878 Units (the "LIFE Units") will be offered for sale to purchasers in all of the provinces of Canada, except Québec (the "Canadian Selling Jurisdictions") pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "Listed Issuer Financing Exemption"). The securities issuable pursuant to the sale of the LIFE Units are expected to be immediately freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

The up to 8,474,455 Units not sold pursuant to the Listed Issuer Financing Exemption (the "Non-LIFE Units") will be offered: (a) by way of private placement in the Canadian Selling Jurisdictions pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The securities issuable pursuant to the sale of Non-LIFE Units will be subject to a four-month hold period in Canada pursuant to applicable Canadian securities laws.

The closing of the Offering is expected to occur on or around October 29, 2025 and is subject to receipt of all necessary regulatory approvals including the Toronto Stock Exchange (the "TSX"). Finder's fees will be payable in accordance with the policies of the TSX.

There is an offering document related to the Units being sold pursuant to the Listed Issuer Financing Exemption that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.gunnisoncopper.com. Prospective Canadian investors purchasing under the Listed Issuer Financing Exemption should read this offering document before making an investment decision.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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 U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

ABOUT GUNNISON COPPER

Gunnison Copper Corp. is a multi-asset pure-play copper developer and producer that controls the Cochise Mining District (the district), containing 12 known deposits within an 8 km economic radius, in the Southern Arizona Copper Belt.

Its flagship asset, the Gunnison Copper Project, has a Measured and Indicated Mineral Resource containing over 831.6 million tons with a total copper grade of 0.31% (Measured Mineral Resource of 191.3 million tons at 0.37% and Indicated Mineral Resource of 640.2 million tons at 0.29%), and a preliminary economic assessment ("PEA") yielding robust economics including an NPV8% of $1.3 billion, IRR of 20.9%, and payback period of 4.1 years. It is being developed as a conventional operation with open pit mining, heap leach, and SX/EW refinery to produce finished copper cathode on-site with direct rail link.

The PEA is preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

In addition, Gunnison's Johnson Camp Asset, which is now in production, is fully funded by Nuton LLC, a Rio Tinto Venture, with a production capacity of up to 25 million lbs of finished copper cathode annually.

Other significant deposits controlled by Gunnison in the district, with potential to be economic satellite feeder deposits for Gunnison Project infrastructure, include Strong and Harris, South Star, and eight other deposits.

For additional information on the Gunnison Project, including the PEA and mineral resource estimate, please refer to the Company's technical report entitled "Gunnison Project NI 43-101 Technical Report Preliminary Economic Assessment" dated effective November 1, 2024 and available on SEDAR+ at www.sedarplus.ca.

Dr. Stephen Twyerould, Fellow of AUSIMM, President and CEO of the Company is a Qualified Person as defined by NI 43-101. Dr. Twyerould has reviewed and is responsible for the technical information contained in this news release.

For more information on Gunnison, please visit our website at www.GunnisonCopper.com.

For further information regarding this press release, please contact:

Gunnison Copper Corp.
Concord Place, Suite 300, 2999 North 44th Street, Phoenix, AZ, 85018

Melissa Mackie
T: 647.533.4536
E: info@GunnisonCopper.com
www.GunnisonCopper.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

Certain statements contained in this release constitute forward-looking information within the meaning of applicable Canadian securities laws. Such forward-looking statements relate the completion of the Offering or any tranche thereof; the number of securities to be issued under the Offering and the gross proceeds received; the timing of the closing of the Offering; the payment of any finders fees and the form thereof; the use of net proceeds from the Offering; the intention to deploy the Nuton® technology at the Johnson Camp mine and future production therefrom; the continued funding of the stage 2 work program by Nuton; the details and expected results of the stage two work program; future production and production capacity from the Company's mineral projects; the results of the preliminary economic assessment on the Gunnison Project; and the exploration and development of the Company's mineral projects.

In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the TSX approves the Offering, the timing of closing the Offering, Nuton will continue to fund the stage 2 work program, the availability of financing to continue as a going concern and implement the Company's operational plans, the estimation of mineral resources, the realization of resource and reserve estimates, copper and other metal prices, the timing and amount of future development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs (including the price of acid), the availability of labour, material and acid supply, receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to the Company not obtaining adequate financing to continue operations, Nuton failing to continue to fund the stage 2 work program, the breach of debt covenants, risks inherent in the construction and operation of mineral deposits, including risks relating to changes in project parameters as plans continue to be redefined including the possibility that mining operations may not be sustained at the Gunnison Copper Project, risks related to the delay in approval of work plans, variations in mineral resources and reserves, grade or recovery rates, risks relating to the ability to access infrastructure, risks relating to changes in copper and other commodity prices and the worldwide demand for and supply of copper and related products, risks related to increased competition in the market for copper and related products, risks related to current global financial conditions, risks related to current global financial conditions on the Company's business, uncertainties inherent in the estimation of mineral resources, access and supply risks, risks related to the ability to access acid supply on commercially reasonable terms, reliance on key personnel, operational risks inherent in the conduct of mining activities, including the risk of accidents, labour disputes, increases in capital and operating costs and the risk of delays or increased costs that might be encountered during the construction or mining process, regulatory risks including the risk that permits may not be obtained in a timely fashion or at all, financing, capitalization and liquidity risks, risks related to disputes concerning property titles and interests, environmental risks and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/269937

FAQ

What is the size and price of Gunnison Copper's October 2025 private placement (GCUMF)?

Up to C$15.0 million from sale of up to 33,333,333 Units at C$0.45 per Unit.

What does each Unit include in the GCUMF offering and what are the warrant terms?

Each Unit includes one common share and one-half warrant; each full warrant is exercisable at C$0.65 for 36 months.

How will Gunnison Copper (GCUMF) use the net proceeds from the private placement?

Proceeds are for drilling, metallurgical testing, permitting for a pre-feasibility study, US G&A, partial Nebari debt repayment, and working capital.

When is the closing expected for Gunnison Copper's private placement and what approvals are required?

Closing is expected on or around October 29, 2025, subject to TSX and other regulatory approvals.

Are the Units from Gunnison Copper immediately tradeable for Canadian investors (GCUMF)?

Up to 24,858,878 LIFE Units are expected to be immediately freely tradeable in Canada; other Units have a four-month hold.

Will the GCUMF private placement be available to U.S. investors or require registration?

Securities will not be registered under the U.S. Securities Act and may not be offered or sold in the U.S. absent registration or an available exemption.