Ms. Patricia Fong reports
EDGE COPPER ANNOUNCES TERMS OF C$20.3 MILLION OVERNIGHT MARKETED PUBLIC OFFERING AND CONCURRENT NON-BROKERED PRIVATE PLACEMENT
Edge Copper Corp. has priced and set the terms of its previously announced overnight marketed offering of 30,172,414 common shares of the company at a price of 58 cents per common share, for aggregate gross proceeds to the company of approximately $17.5-million.
CIBC Capital Markets and Beacon Securities Ltd., leading a syndicate of underwriters, are underwriting the offering and will offer the common shares to the public in all provinces of Canada (other than Quebec) and on a private placement basis to qualified institutional buyers in the United States. The company has agreed to grant the underwriters an overallotment option to purchase up to an additional 4,525,862 common shares, on the same terms and conditions, exercisable in whole or in part, at the sole discretion of the underwriters, for up to 30 days after the closing of the offering, for additional gross proceeds of up to approximately $2,625,000.
Edge Copper has also entered into a non-brokered private placement of 4,819,647 common shares at a price of 58 cents per common share, including certain insiders of the company for gross proceeds of approximately $2,795,395. Aggregate gross proceeds from the public offering and the private placement are expected to be approximately $20,295,395. Insider participation in the private placement is a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Securityholders in Special Transactions. Edge Copper relied on the exemption from formal valuation and minority shareholder approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as neither the fair value of the common shares issued to insider under the private placement, nor the consideration paid by the insiders therefor, exceeds 25 per cent of Edge Copper's market capitalization.
The company proposes to use the net proceeds from the public offering and the private placement primarily to advance exploration and development of its wholly owned Zonia copper project in Arizona.
The common shares issued pursuant to the public offering will be offered by way of a prospectus supplement to the company's existing Canadian short form base shelf prospectus dated April 8, 2026. The public offering common shares may also be placed privately in the United States in transactions exempt from registration under the United States Securities Act of 1933, as amended. The closing of the offering is expected to occur on or about June 9, 2026, and is subject to the completion of formal documentation and receipt of customary regulatory approvals, including approval of the TSX Venture Exchange.
Access to the prospectus supplement, the base shelf prospectus and any amendment to the documents is provided in accordance with securities legislation relating to procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The prospectus supplement will be filed with the securities commissions in each of the provinces of Canada (other than Quebec) and will be accessible on SEDAR+ within two business days. A copy of the base shelf prospectus is accessible under the company's profile on SEDAR+. An electronic or paper copy of the prospectus supplement, the base shelf prospectus and any amendment to the documents may be obtained, without charge, from CIBC Capital Markets or Beacon Securities, at 161 Bay St. (fifth floor), Toronto, Ont., M5J 2S8, or by telephone at 1-416-956-6378 or by e-mail at mailbox.canadianprospectus@cibc.com, or at 66 Wellington St. W, Suite 4050, Toronto, Ont., M5K 1H1, or by e-mail at syndication@beaconsecurities.ca, respectively, by providing the contact with an e-mail address or address, as applicable. Prospective investors should read the prospectus supplement in its entirety before making an investment decision.
About Edge Copper Corp.
Edge Copper is a copper-focused exploration and development company advancing its wholly owned Zonia copper project, a past-producing heap leach operation on private land, located in Arizona's historic Walnut Grove mining district. With existing infrastructure and significant potential for resource expansion, the Zonia copper project is well positioned to become a key U.S. copper development project.
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