Copland Road Capital Announces Closing of Oversubscribed Private Placement

Vancouver, British Columbia--(Newsfile Corp. - January 27, 2023) - Copland Road Capital Corporation (CSE: CRCC) ("Copland Road" or the "Company") is pleased to announce it has completed a non-brokered private placement financing (the "Offering") through the issuance of 2,713,500 common shares (the "Common Shares") in the capital of the Company at a price of $0.25 per Common Share for gross proceeds of $678,375.

The gross proceeds raised from the Offering will be used for working capital and general corporate purposes. The securities issued upon closing of the Offering will be subject to a hold period of four months plus a day from the date of closing, pursuant to applicable securities laws. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The Offering constituted a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") insiders of the Company subscribed for an aggregate of 783,500 Common 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 insiders 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 of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner. As a result of participating in the Offering, Mr. Kelly's holdings increased to approximately 10.45% of the Company's issued and outstanding Common Shares on a non-diluted basis and approximately 10.75% of the Company's issued and outstanding Common Shares on a partially basis. A copy of the early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.

About Copland Road Capital Corporation

Copland Road is a Canadian investment firm that invests in assets across multiple industries, with the aim of creating tangible value for its shareholders.

For more information, please visit https://copland-road.com

For inquiries, please contact:
Bruce Langstaff, Executive Chairman
[email protected]
(647) 242-4258

Forward-Looking Statements

This news release includes certain "forward-looking statements" within the meaning of that phrase under Canadian securities laws. Without limitation, statements regarding future plans and objectives of the Company are forward-looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, undue reliance should not be placed on such information and statements and such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements. Additional information regarding the material factors and assumptions that were applied in making these forward-looking statements as well as the various risks and uncertainties are described in greater detail in the "Risk Factors" section of the annual Management's Discussion and Analysis of the Company and other continuous disclosure documents and financial statements under its profile available at www.sedar.com. The Company undertakes no obligation to update this forward-looking information except as required by applicable law. The Company relies on litigation protection for forward-looking statements.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/152691