Edge Copper Announces Terms of C$20.3 Million Overnight Marketed Public Offering and Concurrent Non-Brokered Private Placement
Base Shelf Prospectus Accessible, and Prospectus Supplement and any Amendment to the Documents Will be Accessible, through SEDAR+ within Two Business Days
Not for distribution to U.S. news wire services or dissemination in the United States.
VANCOUVER, British Columbia, June 03, 2026 (GLOBE NEWSWIRE) — Edge Copper Corporation (TSXV: EDCU) (“Edge Copper” or the “Company”) is pleased to announce pricing and terms of its previously announced overnight marketed offering of 30,172,414 common shares of the Company at a price of C$0.58 per common share, for aggregate gross proceeds to the Company of approximately C$17,500,000 (the “Public Offering”).
CIBC Capital Markets and Beacon Securities Limited, 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 over-allotment 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 C$2,625,000.
Edge Copper has also entered into a non-brokered private placement of 4,819,647 common shares at a price of C$0.58 per common share (the “Private Placement”), including certain insiders of the Company for gross proceeds of approximately C$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 (“MI 61-101”). Edge Copper relied on the exemption from formal valuation and minority shareholder approval requirements under section 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, as the fair value of the common shares issued to insider under the Private Placement, and the consideration paid by the insiders therefor, does not exceed 25% 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 (the “Prospectus Supplement”) to the Company’s existing Canadian short form base shelf prospectus dated April 8, 2026 (the “Base Shelf Prospectus”). 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 “U.S. Securities Act”). 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+ at www.sedarplus.ca within two business days. A copy of the Base Shelf Prospectus is accessible under the Company’s profile on SEDAR+ at www.sedarplus.ca. 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 Limited, at 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8, or by telephone at 1-416-956-6378 or by email at mailbox.canadianprospectus@cibc.com or at 66 Wellington St. West, Suite 4050, Toronto, ON M5K 1H1, or by email at syndication@beaconsecurities.ca, respectively, by providing the contact with an email address or address, as applicable. Prospective investors should read the Prospectus Supplement in its entirety before making an investment decision.
The common shares may be offered in all provinces of Canada (other than Quebec). The common shares have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or in compliance with an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these common shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
About Edge Copper Corporation
Edge Copper Corporation 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. For more information, please visit www.edgecopper.com.
Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
Further Information
For further information regarding Edge Copper:
Patricia Fong
Chief Financial Officer
Telephone: +1 604 307-1128
Email: investor@edgecopper.com
EDGE COPPER FORWARD-LOOKING INFORMATION DISCLAIMER
This press release contains “forward-looking information” within the meaning of applicable Canadian provincial and territorial securities legislation. Forward-looking information includes, but is not limited to, statements with respect to: the offering and associated marketing efforts, the use of proceeds of the offering, the anticipated closing date of the offering, the timeline for and development of the Zonia Copper Project, and other events or conditions that may occur in the future. Often, but not always, forward-looking information can be identified by the use of words and phrases such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved and other similar expressions.
Forward-looking information involves known and unknown risks, uncertainties, assumptions and other factors which may cause Edge Copper’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking information. These include, among others, risks relating to: Edge Copper’s lack of revenue or history of earnings, cash flow from operations or profitability; the price of and demand for copper; estimates of mineral resources; exploration, development and operating risks; the laws and regulations governing prospecting, development, production and other matters; health, safety and environmental hazards; Edge Copper’s lack of revenue from operations and the anticipated equity financing to finance ongoing exploration and development; the need for and access to additional financing; the cost and availability of commodities required by Edge Copper’s operations; public health crises; the requirement for adequate infrastructure to support the Company’s mining, processing, development and exploration activities; the receipt and maintenance of permits; hazards not covered by insurance; increasing timelines and permitting requirements for the development of Edge Copper’s projects; challenges to or impairment of title to the Company’s properties; competition in the mining industry; the public’s concern relating to the perceived effects of mining activities on the environment and host communities; the evolving regulatory obligations of public companies; the Company’s dependence upon key management personnel and executives and competition for qualified personnel; future potential claims and legal proceedings; the integration of the Zonia Copper Project and Edge Copper’s ability to hire and establish good relations with employees; potential undisclosed liabilities acquired in connection with the acquisition of the Zonia Copper Project; the volatility of the trading price of Edge Copper’s common shares; the possibility that Edge Copper grants rights that restrict its ability to obtain additional financing; Edge Copper’s history with respect to the payment of dividends; fluctuation in the market price of the common shares; no assurance of a sufficient liquid trading market for the common shares in the future; future sales or issuance of common shares decreasing the value of any existing common shares, diluting investors’ voting power and reducing Edge Copper’s earnings per share; no guarantee of a positive return on an investment in the common shares; and Edge Copper’s broad discretion to use the net proceeds from the offering. The forward-looking information in this press release is based on several assumptions, including: no significant changes in applicable securities laws; the accuracy of Edge Copper’s assessment of the development of the Zonia Copper Project; stability or increase in medium- and long-term copper prices; stability of exchange rates; obtaining permitting; Edge Copper’s management achieving its development goals at the Zonia Copper Project; and the absence of any other factors that could cause actions, events or results to differ from those anticipated, estimated, intended or implied.
Risks and uncertainties, many of which are difficult to predict and generally beyond Edge Copper’s control, could cause actions, events or results to differ from those anticipated, estimated, intended or implied by forward-looking information. Readers are cautioned that the foregoing list is not exhaustive of all risks, uncertainties, assumptions and other factors. Edge Copper cannot assure readers that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Although Edge Copper has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Risks and uncertainties about Edge Copper’s business are more fully discussed under the heading “Risk Factors” in Edge Copper’s Annual Information Form dated as of March 20, 2026, which is available under Edge Copper’s profile on SEDAR+ at www.sedarplus.ca.
The forward-looking information contained in this press release represents Edge Copper’s views and expectations as of the date of this press release. Edge Copper expects that subsequent events and developments may cause its views to change. However, while Edge Copper may elect to update such forward-looking information at a future time, it has no current intention of doing so, except to the extent required by applicable law.
