Copper One Resources Finalizes Deal to Acquire Utah’s Sport Copper Project, Enhances North American Exploration Portfolio

Strategic Importance of Acquiring the Sport Project

The Rooinek acquisition marks Copper One’s second significant U.S. exploration asset, complementing its flagship Majuba Hill Copper-Silver-Gold Project in Nevada. Positioned within Utah’s San Francisco Mining District—a region with a rich mining history and geological indicators of substantial copper-gold-silver mineralization—the Sport Project lies on trend with Hawk Resources’ (ASX:HWK) Cactus Copper-Gold Project, highlighting strong professional exploration interest in the district.

Surface mapping has revealed extensive magmatic-hydrothermal breccias, alteration zones, and structural features suggesting near-surface breccia-hosted mineralization linked to a large intrusive-related copper system. Copper One emphasizes that applying modern exploration methods could significantly advance understanding of the project’s mineral potential. Situated in Utah, a jurisdiction known for established mining infrastructure and skilled labor, the Sport Project aligns with Copper One’s strategy to build a portfolio of premier North American copper exploration assets.

Project Details and Geological Context

The Sport Project comprises 108 contiguous unpatented lode mining claims totaling approximately 1,902 acres (770 hectares) on U.S. Bureau of Land Management lands in Beaver County, western Utah. The property benefits from excellent infrastructure, year-round access, and favorable topography. Current exploration efforts include compiling historical data, remote sensing, geological mapping, and multi-element geochemical sampling to prioritize drill targets.

The San Francisco Mining District’s historic mining record indicates strong potential for breccia and intrusive-related copper-gold-silver mineralization. The breccias are interpreted as related to a concealed copper mineralized intrusive system. Copper One’s evaluation suggests the project’s favorable geology and documented historical mining activity provide significant discovery potential. The property’s infrastructure and accessibility offer material advantages for systematic exploration.

Transaction Terms and Closing Requirements

Per the definitive share exchange agreement, Copper One will issue 14,000,000 common shares to Rooinek shareholders at a deemed price of $0.55 per share. These shares will be allocated pro rata and subject to a voluntary escrow arrangement, with contractual resale restrictions lifted four months and one day after closing.

The transaction is contingent upon customary closing conditions, including obtaining all regulatory, corporate, and third-party approvals, such as Canadian Securities Exchange approval if applicable. Rooinek must provide an independent National Instrument 43-101 compliant technical report on the Sport Project, including a recommended exploration program budgeted at no less than CAD$500,000. Other conditions include accurate representations and warranties, compliance with covenants, absence of material adverse effects, and no legal impediments to closing. The company cautions there is no guarantee the transaction will be completed as planned or at all.

Revised Special Warrant Offering Details

Alongside the Rooinek acquisition, Copper One announced amendments to its previously disclosed non-brokered special warrant offering. Initially announced on July 6, 2026, the offering proposed up to 19,500,000 special warrants at $0.50 each, targeting gross proceeds up to $9,750,000. The subscription price has now been lowered to $0.44 per warrant, reducing potential gross proceeds to $8,580,000—a decrease of $1,170,000.

The maximum number of special warrants remains unchanged at 19,500,000. The exercise price of the underlying share purchase warrants has been adjusted from $0.62 to $0.55 per common share. All other offering terms—including conversion conditions, unit composition, warrant duration, acceleration clauses, the 10% ownership blocker, and intended use of proceeds—remain consistent with the July 6, 2026 announcement.

Regulatory Compliance and Offering Structure

The special warrants will be issued under prospectus exemptions pursuant to Canadian securities laws, including accredited investor and minimum investment exemptions under National Instrument 45-106 – Prospectus Exemptions. Securities issued will be subject to a four-month hold period from closing, in addition to any legal restrictions. Finder’s fees may be paid within Canadian Securities Exchange policy limits.

Neither the securities issued in the transaction nor those from the offering have been or will be registered under the U.S. Securities Act of 1933, as amended. They cannot be offered or sold in the U.S. or to U.S. persons absent registration or exemption. The release does not constitute an offer or solicitation in jurisdictions where such actions are unlawful.

Expanded Copper One Portfolio Post-Transaction

Upon closing, Copper One will control four highly prospective copper exploration projects across Nevada, Utah, and British Columbia. Besides the Sport Project in Utah, the flagship Majuba Hill Copper-Silver-Gold District lies about 156 miles (251 kilometers) from Reno, Nevada. Majuba Hill is an exploration-stage porphyry copper project in a top-tier mining jurisdiction with strong infrastructure, where exploration targets the extent and continuity of a large copper-silver-gold system.

Copper One also holds 100% interest in the Redonda Copper-Molybdenum Project near Campbell River, British Columbia, spanning approximately 2,746.46 hectares (6,786 acres) over nine claims. This district-scale project hosts a porphyry-style copper-molybdenum system within the Coast Suture Zone, known for significant porphyry copper and skarn deposits. Additionally, the company has an option to acquire up to 100% interest in the Redhill Property near Ashcroft, British Columbia, covering 4,736 hectares (11,704 acres). This property contains volcanogenic massive sulphide (VMS) mineralization prospective for copper, zinc, silver, and gold, with potential for epithermal gold mineralization.

Qualified Person Review and Technical Oversight

Technical and scientific information in the announcement was reviewed and approved by Larry Segerstrom, M.Sc. (Geology), CPG, a non-independent consulting geologist and Qualified Person under National Instrument 43-101 – Standards of Disclosure for Mineral Projects. His involvement ensures regulatory compliance for mineral exploration disclosures in Canada.

The technical details regarding the Sport Project’s geology—including magmatic-hydrothermal breccias, alteration, and inferred association with a large intrusive-related copper system—reflect the project’s current exploration phase. The requirement for an independent NI 43-101 technical report and a minimum CAD$500,000 exploration program as a closing condition demonstrates Copper One’s commitment to rigorous technical evaluation.

Corporate Strategy and Shareholder Value Focus

Copper One Resources aims to identify, acquire, and advance high-potential copper, copper-silver-gold, and copper-molybdenum projects to address rising global demand for critical metals essential for electrification, AI infrastructure, renewable energy, defense, and power system modernization. This strategy aligns with secular demand trends in commodities and energy transition sectors.

The company emphasizes systematic exploration, modern geological modeling, and disciplined technical assessment. Copper One is dedicated to responsible exploration, transparency, and long-term shareholder value through advancing critical metals projects across North America. The sequential acquisition of Majuba Hill and now the Sport Project reflects a measured approach to building a complementary portfolio in premier jurisdictions.

Forward-Looking Statements and Risk Factors

The announcement includes forward-looking statements regarding transaction completion, closing conditions, benefits to the company and shareholders, the special warrant offering, proceeds use, and broader business objectives. These statements are based on management’s reasonable assumptions and are subject to risks and uncertainties that may cause actual outcomes to differ materially.

Risks include potential failure to complete the transaction or offering on described terms, inability to satisfy closing conditions, delays or denial of regulatory approvals, mineral exploration uncertainties, commodity price volatility, changes in laws or policies, and general economic and market conditions. Copper One advises against undue reliance on forward-looking statements and disclaims any obligation to update them except as required by law.