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Vancouver, BC – TheNewswire - July 20, 2026 – Copper One Resources Corp. (“Copper One”) (CSE: CEXY | OTCID: CEXYF | FSE: IW8 | WKN: A42AGR) (the “Company”) is pleased to announce that it has entered into a share exchange agreement (the “Definitive Agreement”) among the Company, Rooinek Mining Corp., a Nevada company, (“Rooinek”), and the shareholders of Rooinek (the “Shareholders”), pursuant to which the Company will acquire 100% of the issued and outstanding shares of common stock in the capital of Rooinek (the “Proposed Transaction”).
The acquisition adds a second U.S. copper exploration project to Copper One's growing portfolio, complementing its flagship Majuba Hill Copper-Silver-Gold Project in Nevada. The Company also announces an update to the pricing terms of its previously announced non-brokered special warrant offering, as further described below.
About Rooinek
Rooinek controls the Sport Project, comprising 108 contiguous unpatented lode mining claims covering approximately 1,902 acres (770 hectares) within the historic San Francisco (“Frisco”) Mining District, on lands administered by the U.S. Bureau of Land Management (“BLM”) in Beaver County, western Utah.
The Sport Project is located on trend with the Cactus Copper-Gold Project, currently being explored by Hawk Resources (ASX: HWK), formerly Alderan Resources, within the San Francisco Mining District. Historic mining throughout the district indicates its prospectivity for breccia and intrusive-related copper-gold-silver mineralization. The breccias are interpreted to be associated with a concealed copper mineralized intrusive system.
Surface mapping has identified extensive magmatic-hydrothermal breccias, alteration, and structural features that support the interpretation that the near-surface, breccia-hosted mineralization may be associated with a large intrusive-related copper system. Modern exploration techniques could significantly enhance understanding of the property's mineral potential.
Copper One believes that the favorable geology of the project area, together with the historic mining within the district, suggests that the Sport Project has significant discovery potential.
The property benefits from excellent infrastructure, year-round access, and favorable topography. Current exploration activities include compilation of historical data, remote sensing, geological mapping and multi-element geochemical sampling designed to refine priority drill targets.
Utah is widely recognized as one of North America's premier mining jurisdictions, supported by established infrastructure, a skilled workforce, and a long history of responsible mineral development.
David Greenway, President & CEO of Copper One, commented: "The acquisition of Rooinek represents another important step in Copper One's strategy of assembling a portfolio of high-quality copper exploration assets in premier North American mining jurisdictions. The Sport Project exhibits many of the geological characteristics we seek, including evidence of a potentially significant intrusive-related copper system, excellent infrastructure, and year-round exploration access. We believe this acquisition complements our flagship Majuba Hill project while providing shareholders with exposure to another compelling copper discovery opportunity in the United States. As we continue advancing Majuba Hill, Rooinek adds another exciting growth platform for generating long-term shareholder value."
Transaction Terms
All Consideration Shares to be issued to the Shareholders shall be subject to a voluntary escrow whereby the Consideration Shares will remain subject to contractual resale restrictions, to be released on the date that is four (4) months and one (1) day following the Closing Date.
The Proposed Transaction remains subject to the satisfaction or waiver of customary closing conditions, including, without limitation:
a) Receipt of all required regulatory, corporate and third-party approvals, including approval of the Canadian Securities Exchange ("CSE"), if applicable; and
b) Rooinek obtaining an independent NI 43-101 compliant technical report on the Sport Project, including a recommended exploration work program of not less than CAD$500,000; and
c) The representations and warranties of each party contained in the Definitive Agreement being true and correct in all material respects as of the closing date; and
d) Each party having performed and complied with its respective covenants and obligations under the Definitive Agreement;
e) No Material Adverse Effect (as defined in the Definitive Agreement) having occurred with respect to either party; and
f) No action, proceeding or legal restriction that would make the Proposed Transaction illegal or otherwise restrain or prohibit its completion.
There can be no assurance that the Proposed Transaction will be completed as contemplated, or at all.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by Larry Segerstrom, M.Sc. (Geology), CPG, a non-independent consulting geologist to the Company and a Qualified Person as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects.
Update to Previously Announced Special Warrant Offering
Further to the Company's news release dated July 6, 2026, announcing a non-brokered private placement of up to 19,500,000 special warrants of the Company (each, a "Special Warrant") at a price of $0.50 per Special Warrant for aggregate gross proceeds of up to $9,750,000 (the "Offering"), the Company announces that it has amended the pricing terms of the Offering. The subscription price per Special Warrant has been reduced from $0.50 to $0.44, resulting in revised aggregate gross proceeds of up to $8,580,000 (reduced from $9,750,000). The number of Special Warrants issuable under the Offering remains unchanged at up to 19,500,000.
In connection with the repricing, the exercise price of the share purchase warrants underlying each unit issuable upon conversion of the Special Warrants has been amended from $0.62 to $0.55 per common share. All other terms of the Offering, including the conversion terms of the Special Warrants, the composition of the units, the warrant term, the acceleration provisions, the ten percent blocker provision, and the intended use of proceeds, remain unchanged from those described in the Company's news release dated July 6, 2026.
The Company may pay finder's fees on the Offering within the amount permitted by the policies of the CSE.
The Special Warrants are expected to be issued pursuant to exemptions from the prospectus requirements under Canadian securities laws, including the accredited investor, $150,000 minimum investment, or other relevant exemptions under National Instrument 45-106 – Prospectus Exemptions. Prior to the filing of a prospectus supplement and the automatic conversion of the Special Warrants, the securities issued under the Offering will be subject to a four-month hold period from the date of closing of the Offering in addition to any other restrictions under applicable law.
The securities issuable pursuant to the Proposed Transaction and the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Copper One Resources Corp.
All stakeholders are encouraged to follow the Company on its social media profiles on LinkedIn and X.com, and to subscribe for updates at https://copperone.com/.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
On Behalf of the Copper One Resources Corp. Board of Directors:
“David Greenway" David C. Greenway
President & CEO
For further information, please contact:
Brent Rusin
Corporate Communications
E: info@copperone.com
P: 1 (236) 788-0643
VISIT OUR WEBSITE FOR MORE DETAILS
LIKE AND FOLLOW
This news release may contain certain forward-looking statements and forward-looking information (collectively, "Forward-Looking Statements") within the meaning of applicable Canadian and U.S. securities laws. All statements, other than statements of historical fact, included herein are forward-looking statements. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target", "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. Forward-Looking Statements in this news release include, without limitation, statements relating to: the completion of the Proposed Transaction on the terms described herein or at all; the satisfaction of any conditions to the closing of the Proposed Transaction, including the receipt of all necessary regulatory and CSE approvals; the anticipated benefits of the Proposed Transaction to the Company and its shareholders; the completion of the Offering on the amended terms described herein or at all; the amendment of the pricing terms of the Offering; the conversion of the Special Warrants; the intended use of proceeds from the Offering; and the Company's broader business objectives, exploration plans, and strategic direction.
Forward-Looking Statements are based on the reasonable assumptions, estimates, expectations, and opinions of management of the Company as of the date of this news release, and are necessarily subject to a number of known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to be materially different from those expressed or implied by such Forward-Looking Statements, including but not limited to: the risk that the Proposed Transaction is not completed on the terms described or at all; the failure to satisfy one or more conditions to closing of the Proposed Transaction; the risk that the Offering is not completed on the amended terms described herein or at all; the failure to obtain required regulatory or CSE approvals on a timely basis or at all; risks relating to the mineral exploration industry, including the inherent uncertainty of mineral exploration and development; fluctuations in commodity prices, including copper prices; changes in applicable laws, regulations, or government policies in Canada, the United States, or any other relevant jurisdiction; general economic, market, and business conditions; and any other risks and uncertainties described from time to time in the Company's public disclosure documents filed on SEDAR+ (www.sedarplus.ca). Although the Company believes that the assumptions underlying the Forward-Looking Statements are reasonable, undue reliance should not be placed on these statements, which apply only as of the date of this news release. The Forward-Looking Statements contained herein are expressly qualified in their entirety by this cautionary note. The Company does not undertake any obligation to publicly update or revise any Forward-Looking Statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.
Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive. Additional information about these and other risks and uncertainties is available in the Company's public disclosure documents filed on SEDAR+ at www.sedarplus.ca.
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