Mr. Bruce Langstaff reports

COPLAND ROAD CAPITAL CORPORATION ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT OF UNITS

Copland Road Capital Corp. has closed its previously announced non-brokered private placement offering of two million units of the company at a price of 13 cents per unit for aggregate gross proceeds of $260,000.

Each unit consists of one common share of the company and one-half of one share purchase warrant. Each warrant is exercisable to purchase one additional share at an exercise price of 20 cents for a term of five years from the date of closing.

The net proceeds of the offering will be used for general corporate and working capital purposes, including payment of professional fees, and the identification and evaluation of prospective business or investment opportunities.

The units issued in connection with the offering are subject to a four-month hold period in accordance with applicable Canadian securities laws. Closing of the offering is subject to the company receiving final approval from the Canadian Securities Exchange (the CSE).

Related party considerations

Participation by insiders of the company in the offering constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. A total of five insiders, including Scott Kelly, director, and Bruce Langstaff, executive chairman, participated in the offering, beneficially acquiring an aggregate of 1.5 million units for gross proceeds of $195,000. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the securities issued to, and the consideration paid by, such insiders does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report in respect of the offering at least 21 days before the expected closing date of the offering, which the company deems reasonable in the circumstances as the details of the offering, including the amount to be raised pursuant to the offering, had not been confirmed at that time and the company wished to close the offering on an expedited basis for sound business reasons and in a time frame consistent with usual market practices for transactions of this nature.

Early warning disclosure

On May 6 and May 7, 2026, Scott Kelly, a director of the company (Toronto, Ont.), through Cabrana Capital Advisors Inc., a corporation controlled by Mr. Kelly, sold an aggregate of 400,000 shares through the facilities of the CSE for aggregate proceeds to Cabrana of $56,090. Prior to the sale, Mr. Kelly beneficially owned and controlled an aggregate of 1,411,000 shares, constituting 12.75 per cent of the issued and outstanding shares. Following the sale, Mr. Kelly beneficially owned and controlled an aggregate of 1,011,000 shares, or 9.13 per cent of the issued and outstanding shares. In connection with the offering on May 7, 2026, Mr. Kelly subsequently acquired an aggregate of 600,000 units at an aggregate price of $78,000. Following completion of the offering, Mr. Kelly beneficially owns and controls an aggregate of 1,611,000 shares and 300,000 warrants, constituting 12.33 per cent of the issued and outstanding shares on an undiluted basis, or 14.29 per cent of the issued and outstanding shares on a partially diluted basis. Mr. Kelly has advised that the shares were disposed of and the units were subsequently acquired in each case for investment purposes and that he has no other plans or intentions that relate to the shares or the units. Mr. Kelly may, depending on market and other conditions, increase or decrease his ownership of shares or other securities of the company, whether in the open market, by privately negotiated agreement or otherwise.

In connection with the offering, on May 7, 2026, Bruce Langstaff, executive chairman of the company (Toronto, Ont.), beneficially acquired an aggregate of 400,000 units at an aggregate price of $52,000. Prior to the offering, Mr. Langstaff beneficially owned and controlled an aggregate of 1,500,500 shares, constituting 13.56 per cent of the issued and outstanding shares. Following completion of the offering, Mr. Langstaff beneficially owns and controls an aggregate of 1,900,500 shares and 200,000 warrants, constituting 14.54 per cent of the shares on an undiluted basis or 15.83 per cent of the shares on a partially diluted basis. Mr. Langstaff has advised that the units were acquired for investment purposes and that he has no other plans or intentions that relate to the units. Mr. Langstaff may, depending on market and other conditions, increase or decrease its ownership of shares or other securities of the company, whether in the open market, by privately negotiated agreement or otherwise.

This disclosure is provided pursuant to Multilateral Instrument 62-104 -- Takeover Bids and Issuer Bids, which also requires an early warning report to be filed containing additional information with respect to the foregoing matters. A copy of the early warning report will be available on SEDAR+ under the company's issuer profile and may be obtained upon request from the company by contacting the company.

About Copland Road Capital Corp.

Copland Road Capital is an entrepreneurial investment company listed on the Canadian Securities Exchange. The company takes an active approach to generating value, providing growth-minded business founders with primary capital, expert advisory services and access to equity capital markets. The businesses the company invests in benefit from its management team and board, composed of highly experienced institutional investors, successful founders, corporate executives, company directors, and legal and M&A (merger and acquisition) advisers.

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