Culico Metals Inc. (TSXV: CLCO) and Kharrouba Copper Company Inc. (KCC), a private Ontario corporation, entered into a definitive agreement dated September 8, 2026 to combine their businesses in a merger of equals, to be completed by way of a plan of arrangement of KCC under the Business Corporations Act (Ontario). KCC shareholders will receive 0.389 Culico common shares for each KCC share held, and upon completion existing Culico and KCC shareholders will own approximately 44 percent and 56 percent of the combined company, respectively, on a fully diluted basis. Based on the 5-day volume weighted average price of Culico shares as at September 8, 2026, the implied fully diluted market capitalization of the combined company is approximately $121 million (Canadian dollars, per the release's default currency convention).

KCC's principal assets are a producing copper mine and processing facility near Marrakech, Morocco, held through its operating subsidiary Kharrouba Copper Mining S.A.R.L., plus the Koudiat El Harcha exploration property. Prior to and concurrent with the merger, KCC raised approximately US$3.8 million through a private placement of KCC shares (the Concurrent Financing). Blair Franklin Capital Partners Inc. provided an independent fairness opinion to KCC's board that the merger consideration is fair to KCC shareholders from a financial point of view. Completion is subject to KCC and Culico shareholder approvals, final court approval of the plan of arrangement, TSXV acceptance, regulatory approvals, and other customary conditions, and the parties have agreed to use commercially reasonable efforts to close on or before December 31, 2026.