C3 Metals Announces Closing of $28,000,500 Bought Deal Private Placement

Toronto, Ontario--(Newsfile Corp. - February 11, 2026) - C3 Metals Inc. (TSXV: CCCM) ("C3 Metals" or the "Company") is pleased to announce that, further to its press releases of January 21, 2026 and January 22, 2026, it has closed its bought deal private placement of 25,455,000 common shares in the capital of the Company (the "Shares") at a price of C$1.10 per Share for gross proceeds of $28,000,500 (the "Offering"), which includes the exercise of the over-allotment option.

The Offering was conducted pursuant to the terms and conditions of an underwriting agreement entered into between the Company, Paradigm Capital Inc., as lead underwriter, ATB Cormark Capital Markets, Canaccord Genuity Corp. and BMO Nesbitt Burns Inc. (collectively, the "Underwriters").

As consideration for the services provided by the Underwriters in connection with the Offering, the Company paid the Underwriters a fee of $1,680,030, equal to 6% of the proceeds of the Offering.

The Company intends to use the net proceeds of the Offering for exploration and development activities at the Company's 100%-owned Khaleesi Copper-Gold project, for exploration and development activities at the Company's 50%-owned Super Block project, and general working capital purposes.

All securities issued in connection with the Offering are subject to a statutory hold period ending June 12, 2026. The Offering is subject to the final acceptance of the TSX Venture Exchange.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider of the Company acquired 3,864,000 Shares pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.