
Gunnison Copper Corp. (TSX: GCU) (OTCQB: GCUMF) (FSE: 3XS0) is pleased to announce a non-brokered private placement for gross proceeds of up to C$15 million from the sale of up to 33,333,333 units of the Company 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 and one-half of one common share purchase 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, up to 24,858,878 Units will be offered for sale to purchasers in all of the provinces of Canada, except Québec 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 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 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. 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.
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