Doré Copper Announces Closing of Private Placement of Common Stock and Indirect Shares Valued at $4.676 Million

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TORONTO, Sept. 26, 2024 (GLOBE NEWSWIRE) — Doré Copper Mining Corp. (“Corporation” Or “Doré Copper“) (TSXV:DCMC; OTCQB:DRCMF; FRA:DCM) is pleased to announce that it has completed its previously announced non-brokered private placement offering, under which the Corporation sold an aggregate of: (i) 20,960,955 shares of common capital of the Company (“Joint actions“) at a price of $0.105 per Common Share, resulting in gross proceeds of approximately $2,200,900; (ii) 1,400,000 ordinary shares in the capital of the Corporation which will qualify as “flow-through shares” within the meaning of subsection 66(15) Income Tax Act (Canada) and section 359.1 of the Act Tax Act (Quebec) (“Traditional flow shares“) at a price of $0.125 per traditional flow-through share, giving gross proceeds of $175,000, and (iii) 11,500,000 ordinary shares in the capital of the Company which will qualify as “flow-through shares” within the meaning of subsection 66(15)) With Income Tax Act (Canada) and section 359.1 of the Act Tax Act (Quebec) (“Flow Charities” and along with traditional flow actions “Flow shares“) at a price of $0.20 per charitable flow-through share for gross proceeds of $2,300,000, resulting in total gross proceeds to the Corporation of approximately $4,675,900 (totalVictim“). The Offer was oversubscribed.

Canaccord Genuity Corp. and Red Cloud Securities Inc. acted as finders (each “Finder“) in connection with the Offer. In consideration for serving as a Finder in connection with the Offering, the Company paid the Finders an aggregate of $3,000 in cash finder fees, representing 6% of the gross proceeds from the traditional Flow-Through Shares that were sold to subscribers introduced by these parties and issued an aggregate of 24,000 non-transferable warrants ( “Finder Warrants“) for the purchase of ordinary shares in the Company’s capital (“Warrant Finder Shares“) for Finders, representing 6% of the traditional flow-through shares that were sold to subscribers introduced by such sites, with each Finder Warrant exercisable for one Finder Warrant share at a price of $0.105 per Finder Warrant share until September 26, 2026.

The net proceeds from the sale of the Common Shares will be used for exploration and production activities, feasibility studies, permitting activities and for working capital and general corporate purposes. The Company will allocate an amount equal to the gross proceeds received by the Corporation from the sale of the Flow-Through Shares, in accordance with the provisions of section Income Tax Act (Canada) to incur, directly or indirectly, on December 31, 2025, expenditure (“Eligible expenses“) related to the Company’s projects in Quebec that are eligible “Canadian exploration expenditure” (as defined in Income Tax Act (Canada)) which will qualify as “expenditure on the extraction of flow-critical minerals” (as defined in Article Income Tax Act (Canada)) and will waive all Eligible Expenses to applicable Flow Share subscribers with effect from December 31, 2024. In addition, with respect to subscribers who are eligible persons under Tax Act (Québec), Eligible Expenditures will also be eligible for inclusion in the “exploration database relating to certain exploration expenditure in Quebec” within the meaning of section 726.4.10 Tax Act (Québec) and for inclusion in the “exploration base relating to certain surface mining exploration expenditure in Quebec” within the meaning of section 726.4.17.2 Tax Act (Quebec).

Ocean Partners UK Limited (“Oceani Partners“), a person having access to confidential information in the Corporation and funds managed by Equinox Partners Investment Management, LLC (“Equinox Partners“), an insider of the Corporation, acquired 7,719,047 Common Shares and 7,719,048 Common Shares, respectively, under the Offering on the same terms as arm’s length investors. Furthermore, the Corporation understands that each party was Ocean Partners and funds managed by Equinox Partners to an agreement with the original subscribers of Charitable Flow-Through Shares or their beneficiaries, pursuant to which Ocean Partners and funds managed by Equinox Partners each acquired 5,750,000 shares of common stock in the capital of the Corporation. The Offer constitutes a “related party transaction” in within the meaning of Multilateral Instrument 61-101 – Protection of minority security holders in special transactions (“MI 61-101“). The Corporation is exempt from the requirements to obtain a formal valuation or minority shareholder consent in connection with the Offer pursuant to Sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, or the fair market value of the securities securities issued to related entities, nor the fair market value of the consideration for securities issued to related entities exceeds 25% of the Company’s market capitalization calculated in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected closing date of the Offering. , because the above-mentioned insider participation had not been confirmed at that time and the Company wanted to close the Offering as quickly as possible.

The Offering was made by private placement in each of the provinces of Canada in accordance with applicable exceptions to prospectus requirements and, in the case of the Common Shares, in certain other jurisdictions, in each case in accordance with all applicable laws. The offering of the Common Shares was made on a private placement basis to persons in the United States who are “accredited investors”, as that term is defined in Rule 501(a) of Regulation D (“Regulation D“) under the United States Securities Act of 1933, as amended (“United States Securities Act“) and pursuant to Rule 506(b) of Regulation D and applicable U.S. securities laws. The securities issued under the Offering are subject to a four-month holding period under applicable Canadian securities laws, which expires on January 27, 2025. The Offering is subject to final acceptance TSX Venture Exchange.

The securities offered have not been and will not be registered under the United States Securities Act or any state securities laws and may not be offered, sold or delivered, directly or indirectly, in the United States or for the account or benefit of U.S. persons, failure to register or exemption from such registration requirements. 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 the securities in any state in the United States in which such offer, solicitation or sale would be unlawful.

About Doré Copper Mining Corp.

The goal of Doré Copper Mining Corp. is to become the next Quebec copper producer with an initial production target of +50 million pounds of copper equivalent per year, by implementing a hub-and-spoke operating model with multiple high-grade copper and gold resources feeding its centralized Rand Copper Mill¹. The corporation submitted the PEA in May 2022 and is currently working on a feasibility study.

The corporation has consolidated a large land package in the prolific Lac Doré/Chibougamau and Joe Mann mining camps, which have historically produced 1.6 billion pounds of copper and 4.4 million ounces of gold². The land package includes 13 former production mines, deposits and resource targets within 60 km of the Corporation’s Copper Rand Mill.

More information can be found on the Company’s website at www.dorecopper.com or see Doré Copper’s SEDAR+ documentation at www.sedarplus.ca or contact:

Ernest Mast	Laurie Gaborit
President and CEO	Vice President for Investor Relations
Phone: (416) 792-2229	Phone: (416) 219-2049
E-mail: [email protected]	E-mail: [email protected]
Facebook: Doré Copper Mining LinkedIn: Doré Copper Mining Corp. Twitter: @DoreCopper Instagram: @DoreCopperMining

1. Technical report entitled “Preliminary Economic Assessment of the Chibougamau Hub-and-Spoke Complex, Québec, Canada” dated June 15, 2022, pursuant to National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”). The technical report was prepared by BBA Inc. with the participation of several consulting companies participating in the study sections, including SLR Consulting (Canada) Ltd., SRK Consulting (Canada) Inc. and WSP Inc.
2. Sources of historical production data: Economic Geology, vol. 107, pp. 963-989 – Structural and stratigraphic controls on igneous, volcanogenic, and shear zone mineralization at the Chapais-Chibougamau mining camp, northeastern Abitibi, Canada, by François Leclerc et al . aluminum. (Lac Dore/Chibougamau Mining Camp) and Joe Mann Property Technical Report NI 43-101 dated January 11, 2016 by Geologica Groupe-Conseil Inc. for Jessie Resources Inc. (Joe Mann Mine).

Cautionary Note Regarding Forward-Looking Statements

This press release contains certain “forward-looking statements” under applicable Canadian securities laws. Forward-looking statements include, among others, statements regarding the use of the proceeds of the Offering, the timing and ability of the Corporation to obtain necessary regulatory approvals, including final acceptance of the Offering from the TSX Venture Exchange, the surrender to purchasers of the Transitional Shares and the timing thereof, the tax treatment of the Shares Transitions, the Company’s ability to achieve production goals, the initiation, timing and completion of the feasibility study and the Company’s plans, operations and prospects. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors that may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive regulatory approvals; price of gold and copper; and the results of current searches. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.