Culico Metals Inc. has entered into a definitive agreement to combine its business with Kharrouba Copper Company Inc. in a merger of equals. Under the terms of the arrangement, KCC shareholders will receive 0.389 Culico common shares for each share held, leaving existing Culico and KCC shareholders owning approximately 44% and 56% of the combined company respectively on a fully diluted basis.

The transaction joins KCC's high-grade copper assets and permitted central processing facility in Morocco with Culico's balance sheet. Upon closing, Culico will repay KCC’s existing shareholder loan of approximately US$3.9 million, leaving the combined entity debt-free with approximately US$16.1 million in combined financial resources, which includes a concurrent private placement by KCC for gross proceeds of US$3.8 million.

The transaction requires approval from at least 66 2/3% of the votes cast by KCC shareholders at a special meeting and a simple majority of votes cast by Culico shareholders. KCC is scheduled to hold a special meeting of shareholders to approve the plan of arrangement, with completion targeted on or before December 31, 2026. The transaction remains subject to final court approval, regulatory consents, and acceptance from the TSX Venture Exchange.

Culico was formed through the spin-out of assets from Karora Resources Inc. and commenced trading on the TSX Venture Exchange under the TSXV Sandbox program in August 2024. In April 2025, Culico subscribed for Kharrouba Copper Company shares at a price of US$0.10 per share, while the concurrent financing subscription price increased to US$0.125 per share.

The combined company will hold a 158 square kilometre land package anchored by the Kharrouba Complex and the Koudiat El Harcha property near Marrakech. Operations at the Kharrouba Complex currently include five shafts set to be deepened, two ramps, an open-cast mine, and a processing facility with a capacity of approximately 400 tonnes per day that produces a clean, arsenic-free concentrate.

Following completion of the merger, the combined company plans to execute Phase 1A geological studies and target generation, including property-wide geophysics, soil sampling, vein mapping, and trenching across the Koudiat El Harcha targets. Following Phase 1A, the combined company plans to conduct a maiden drill campaign under Phase 1B to test the highest priority targets.

Paul Andre Huet will serve as Executive Chairman of the combined company, Scott Hand as Vice Chairman, and Frank Marzoli as President.

Since our inception in 2024, we've diligently reviewed numerous opportunities in pursuit of building Culico into a premier base metals-focused company. Today, we are thrilled to announce our proposed merger with KCC which controls highly prospective high-grade copper exploration and development properties across a large 158km 2 land package in Morocco.

— Paul Andre Huet, Chief Executive Officer

The combined company will be led by an experienced board and management team combining representatives from both entities.

Read the full announcement: CULICO METALS AND KHARROUBA COPPER COMPANY ANNOUNCE MERGER TO CREATE A HIGH-GRADE MOROCCAN COPPER MINING AND EXPLORATION COMPANY