Ms. Joanna Freeze reports

CANDENTE COPPER ANNOUNCES SPECIAL MEETING OF SHAREHOLDERS AND COMMENTS ON FINANCING

Candente Copper Corp. has called a special meeting of shareholders to be held on Jan. 31, 2023, to consider, and if thought fit, approve the $4-million private placement with Nascent Exploration Pty. Ltd., a wholly owned subsidiary of Fortescue Metals Group Ltd., as previously announced on Dec. 14, 2022.

A notice of meeting and management information circular for the special meeting has been posted on SEDAR and is being delivered to shareholders. As more fully described in the circular, the board of directors of Candente Copper has determined that the private placement is in the best interests of the company and unanimously recommends that the disinterested shareholders vote in favour on the following basis:

• The board anticipates that Fortescue increasing its shareholding from 19.4 per cent to 25.4 per cent will have a minor practical effect on the control Fortescue is able to exert on the company. Fortescue has one nominee on the board, which was reconstituted as announced in the company's press release dated Dec. 6, 2022.
• The private placement with Fortescue, the company's largest shareholder, demonstrates its continuing support while allowing the company to settle the outstanding debt owing under the loan advanced by Fortescue as announced by the company on Sept. 22, 2022, and further develop the Canariaco copper project by providing required working capital.
• The private placement will result in minimal dilution to existing shareholders when compared with other equity financings that are in most instances conducted at a discount to market with the inclusion of a warrant.
• The private placement is being conducted at a premium of 26 per cent to the five-day volume-weighted average price of the company's shares ending the trading day before the subscription agreement in respect of the private placement was executed.
• The accrued interest on the Fortescue loan will be waived in connection with the private placement if completed.

The board is in favour of the private placement and has advised it will vote shares held in favour of the resolution at the special meeting.

Joanne C. Freeze, president and chief executive officer of Candente Copper, commented: "This is a further significant endorsement of the Canariaco copper project and we are very pleased to have a strong industry leader such as Fortescue as an investor in the company. This private placement will allow Candente Copper to further advance Canariaco with key technical studies, community engagement and permits for several high-priority drill targets. Our main goals are to add additional copper, gold and molybdenum resources while we identify opportunities to further enhance what are already robust economics as well as environmental, social and governance (ESG) aspects of the project. One of the clear opportunities identified is to consider Canariaco Sur earlier in the mine plan. Canariaco Sur has differing characteristics than Canariaco Norte as it possesses a higher gold content and molybdenum. Canariaco Sur was not included in the 2022 preliminary economic assessment (PEA) mine plan due to the timing of completing the updated resource. In addition, while we are very pleased with the option for a smaller start-up with a lower capex in the 2022 PEA, there remains a further opportunity for large well-funded companies such as Fortescue who may elect to develop Canariaco with a higher daily throughput from start-up which would be expected to further enhance project economics. With this in mind, we plan to focus immediate work on aspects that optimize potential development of the project regardless of start-up throughput size."

Details of the special meeting

Approval of over 50 per cent of disinterested shareholders of the company voting at the special meeting, excluding Fortescue, is required to complete the private placement.

All registered shareholders who hold their shares directly will receive a proxy in the mail. Most beneficial shareholders will receive a voting instruction form (VIF) in the mail. All beneficial shareholders who hold their shares through a brokerage firm should contact their broker and request their proxy or VIF in order to vote. For more information, all meeting materials are available for review on the company website and SEDAR.

Peruvian shareholders who hold their shares through the Lima Stock Exchange (BVL) should contact their Peruvian brokers, who must request a VIF for them from Cavali. The Peruvian brokerage firms must forward all VIFs they receive from shareholders to Cavali, which will submit the total votes to Citibank and it submits to Broadridge.

About Candente Copper Corp.

Candente Copper is a multiasset copper developer. The company's flagship project is its 100-per-cent-owned Canariaco advanced-stage copper project, within which are the Canariaco Norte deposit, Canariaco Sur deposit and Quebrada Verde prospect, all within a four-kilometre northeast-southwest trend in northern Peru's prolific mining district.

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