Doré Copper Mining Corp. (TSX-V:DCMC) (OTCQB:DRCMF) (FRA:DRM) is pleased to announce that it has closed its previously announced “best efforts” private placement pursuant to which the Corporation sold an aggregate of (i) 7,666,820 common shares in the capital of the Corporation at a price of $0.30 per Offered Common Share for gross proceeds of $2,300,046 and (ii) 9,583,525 common shares in the capital of the Corporation that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Québec)) at a price of $0.36 per Flow-Through Share for gross proceeds of $3,450,069, for aggregate gross proceeds to the Corporation of $5,750,115, including the full exercise of the agents’ option.

Cormark Securities Inc., Desjardins Securities Inc. and Paradigm Capital Inc. acted as agents in connection with the Offering pursuant to the terms of an agency agreement dated October 21, 2022. In consideration for their services in connection with the Offering, the Corporation paid the Agents a cash commission equal to $329,555, being 6% of the aggregate gross proceeds from the sale of Offered Common Shares and Flow-Through Shares, and a reduced cash commission equal to 3% of the aggregate gross proceeds from the sale of Offered Common Shares to certain subscribers on the President’s List. In addition, the Corporation also paid fees in the aggregate amount of approximately $35,753 (plus applicable taxes) in respect of two subscriptions under the Offering.

The net proceeds from the sale of the Offered Common Shares will be used for exploration and development activities and for working capital and general corporate purposes. The Corporation will (a) use an amount equal to the gross proceeds received by the Corporation from the sale of the Flow-Through Shares, pursuant to the provisions in the Income Tax Act (Canada), to incur, directly or indirectly, expenses related to the Corporation’s projects in Québec, on or before December 31, 2023, that are eligible “Canadian exploration expenses” (as defined in the Income Tax Act (Canada)), of which (i) at least 50% will qualify, if available under applicable law, as “flow-through critical mineral mining expenditures” (as proposed to be defined in the legislative proposals relating to the Income Tax Act (Canada) published by the Department of Finance on August 9, 2022), and (ii) the remainder will qualify as “flow-through mining expenditures” (as defined in the Income Tax Act (Canada), as proposed to be amended by the Tax Proposals), and (b) renounce all the Qualifying Expenditures in favour of the subscribers of the Flow-Through Shares effective December 31, 2022. In addition, with respect to Québec resident subscribers who are eligible individuals under the Taxation Act (Québec), the Canadian exploration expenses will also qualify for inclusion in the “exploration base relating to certain Québec exploration expenses” within the meaning of section 726.4.10 of the Taxation Act (Québec) and for inclusion in the “exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses” within the meaning of section 726.4.17.2 of the Taxation Act (Québec).

Joseph de la Plante, a director of the Corporation, and funds managed by Equinox Partners Investment Management, LLC, an insider of the Corporation, subscribed for 135,000 Flow-Through Shares and 3,450,000 Offered Common Shares, respectively, under the Offering on the same terms as arm’s length investors. The participation of Mr. de la Plante and Equinox Partners in the Offering constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Corporation is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the securities issued to the related parties nor the fair market value of the consideration for the securities issued to the related parties exceeds 25% of the Corporation’s market capitalization as calculated in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected closing date of the Offering as the aforementioned insider participation had not been confirmed at that time and the Corporation wished to close the Offering as expeditiously as possible.

The Offering was made by way of private placement in each of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements and, in the case of the Offered Common Shares, in certain other jurisdictions, in each case in accordance with all applicable laws. The Offering of the Offered Common Shares was conducted on a private placement basis to persons in the United States who are “qualified institutional buyers”, as such term is defined in Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“), who are also “accredited investors”, as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act, and, in each case, in compliance with Rule 506(b) of Regulation D and applicable United States securities laws. The securities issued under the Offering are subject to a four month hold period under applicable Canadian securities laws which will expire on February 22, 2023. The Offering is subject to final acceptance of the TSX Venture Exchange.

The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities law, and may not be offered, sold or delivered, directly or indirectly, within the United States, or to or for the account or benefit of U.S. persons, absent registration or an exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. The securities referenced herein have not been approved or disapproved by any regulatory authority.

About Doré Copper Mining Corp.

Doré Copper Mining Corp. aims to be the next copper producer in Québec with an initial production target of +50 million pounds of copper equivalent annually by implementing a hub-and spoke operation model with multiple high-grade copper-gold assets feeding its centralized Copper Rand mill¹. The Corporation has delivered its PEA in May 2022 and is proceeding with a feasibility study.

The Corporation has consolidated a large land package in the prolific Lac Doré/Chibougamau and Joe Mann mining camps that has historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold². The land package includes 13 former producing mines, deposits and resource target areas within a 60-kilometer radius of the Corporation’s Copper Rand Mill.