/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, May 22, 2025 /CNW/ - SUPER COPPER CORP. (CSE: CUPR) (OTCQB: CUPPF) (FSE: N60) ("Super Copper" or the "Company"), is pleased to announce it has secured a strategic investment from Apeiron Investment Group Limited ("Apeiron"), a leading global investment firm founded by entrepreneur and investor Christian Angermayer.
Apeiron has agreed to purchase, through a non-brokered private placement, 4,000,000 units of the Company ("Units"), at a price of $0.25 per Unit, for gross proceeds of $1,000,000 (the "Financing"). Each Unit will be comprised of one common share and one warrant to purchase an additional common share at $0.30 for a 36-month period.
Christian Angermayer, Founder of Apeiron Investment Group, stated: "Copper is fundamental to industrial manufacturing, national defense, and critical infrastructure—especially as we enter a new era of accelerated growth driven by AI. We see Super Copper as a pristine platform with excellent potential in the global mining industry. Their Cordillera Cobre project combines strong grades and scale in a premier mining jurisdiction, while the Company's vision for strategic growth through global acquisitions is compelling. Apeiron is enthusiastic about supporting the Super Copper leadership team as they build this innovative copper exploration platform, and we see this investment as just the first step in our long-term partnership. We are proud to support their next phase of growth to unlock the full potential of their vision."
Zachary Dolesky, CEO of Super Copper, stated: "This strategic investment from Christian Angermayer's Apeiron Investment Group marks a key moment for Super Copper. With their support, we are accelerating exploration at Cordillera Cobre, while actively pursuing strategic acquisition opportunities to scale our operations globally. Following the financing, Super Copper will remain well-positioned with a strengthened balance sheet, no long-term debt, and approximately 36 million shares outstanding. We are energized and ready to execute on our ambitious vision."
Voluntary Management Lock-Up Agreements
In connection with the Financing, Super Copper CEO Zachary Dolesky and all other directors and officers of the Company will enter into voluntary lock-up agreements covering an aggregate of approximately 7 million common shares and options.
Mr. Dolesky has agreed to lock up 5,317,360 common shares for so long as Apeiron maintains a minimum ownership stake of 10.0% in the Company (on a partially diluted basis). In parallel, subject to Apeiron maintaining a minimum ownership stake of 10.0% in the Company (on a partially diluted basis), all other directors and officers have agreed to lock up an additional 1,725,000 common shares and options for a term of 18 months. These lock-ups reflect alignment between management and shareholders, demonstrate long-term conviction in the Company's growth strategy, and reinforce the stability of the Company's capital structure as it enters its next phase of development.
Financing Terms
It is expected that Apeiron will hold approximately 10.99% of the issued and outstanding common shares of the Company on completion of the Financing on an undiluted basis. In addition, in exchange for Apeiron providing advisory services to the Company, the Company will grant Apeiron an aggregate of 4,000,000 restricted share units ("RSUs") under its 2024 equity incentive plan (the "Plan"), of which 3,000,000 RSUs will be granted on closing and 1,000,000 RSUs will be granted as soon as permitted under the terms of the Plan and be subject to availability under the Plan. To facilitate the granting of the RSUs, certain option holders have agreed to cancel 1,100,000 outstanding options.
The warrants underlying the Units issuable to Apeiron pursuant to the Financing, and the RSUs, will be subject to a restriction on exercise or conversion that prohibits Aperion from exercising the warrants or converting the RSUs if the number of common shares to be issued pursuant to such exercise or conversion would exceed, when aggregated with all other common shares of the Company owned by Apeiron, 19.9% of all of the common shares issued and outstanding at such time, unless the Company has obtained shareholder approval for the creation of a new 'control person', in accordance with the policies of the Canadian Securities Exchange.
Concurrently with the closing of the Financing, Apeiron and the Company will enter into an investor rights agreement, that provides, among other things, Apeiron with certain rights in the event it maintains minimum ownership thresholds in the Company, including: (i) the right to participate in equity financings; (ii) top-up rights in the event of dilutive issuances; and (iii) the right (but not the obligation) to nominate one person to the Company's Board of Directors.
The Company expects to use the proceeds of the Financing to accelerate the advancement of Super Copper's flagship Cordillera Cobre project in Chile and support broader business expansion initiatives, including targeted acquisitions and for general working capital purposes including marketing and investor relations.
The Financing is expected to close on or about May 29, 2025, and the Company does not intend to expand the Financing beyond Apeiron's investment. The securities underlying the Units and RSUs will be subject to a statutory four-month hold period in accordance with applicable Canadian securities laws.
Flagship Project: Cordillera Cobre Exploration Program
Progress continues at the Cordillera Cobre project, where recent exploration samples confirmed grades of up to 10.3% copper and 296 g/t silver (1). This preliminary sampling has identified widespread copper mineralization, reinforcing the project's potential for a copper system. Cordillera Cobre is located approximately 43 km northeast of Copiapó, Chile — a region with world-class infrastructure and the presence of global majors. The Company is developing its Phase 2 work program and will provide a subsequent update.
About Apeiron Investment Group
Apeiron Investment Group is a discretionary investment firm founded and owned by serial entrepreneur Christian Angermayer. At its core, Apeiron is driven by a bold optimism for a future where technology empowers people to live longer, healthier, and more fulfilling lives. Apeiron prides itself on being a hands-on, reliable and long-term partner – committed to supporting founders and emerging asset managers in pushing the boundaries of imagination and shaping the future we aspire to live in.
With teams across New York, London, Berlin, Abu Dhabi, and Malta, Apeiron applies a global multi-strategy investment approach, with a primary focus on the US. Apeiron's efforts span direct investments in innovative companies, as well as anchor LP investments combined with minority GP stakes in emerging asset managers. Asset managers Apeiron has stakes in currently manage approximately $5 billion in external capital.
Through its proprietary balance sheet, Apeiron's direct investment approach encompasses the entire company lifecycle—from incubating and accelerating breakthrough ideas to scaling growth-stage businesses as well as making impactful investments in listed companies.
About Super Copper Corp.
Super Copper is a mining exploration company focused on the acquisition, exploration and development of copper and precious metal projects. It is currently developing its joint venture in a prospective Chilean copper property located within the copper-rich Venado Formation in the province of Atacama, Northern Chile, a region with world-class infrastructure and the presence of global majors. | www.supercopper.com
(1)
These results were disclosed in the Company's news release dated February 18, 2025 titled "Super Copper Returns Multiple High-Grade Copper Assays, up to 10.3% Cu". The Company notes that grab samples are selected samples and may not represent true underlying mineralization.
The technical content of this news release has been reviewed and approved by Michael Dufresne, M.Sc., P.Geol., P.Geo., an independent qualified person (QP) as defined by National Instrument 43-101.
The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the Company's securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Forward-Looking Statements
This press release contains forward-looking statements regarding future events and the future performance of Super Copper Corp. Forward-looking statements include, but are not limited to: the terms of Apeiron's investment; the use of proceeds from the Financing; the number of RSUs granted to Aperion and the terms thereof; the Company and Apeiron entering into an investor rights agreement and the terms thereof; the timing of closing of the Financing; the directors and officers entering into voluntary lock-ups; Apeiron and the Company forming a long-term partnership; exploration activities and expansion plans at the Cordillera Cobre project, including development of Phase 2 exploration; the Cordillera Cobre project being poised for development; the Company providing a subsequent update on the Phase 2 program; the pursuit of strategic acquisitions ; and the Company's broader growth strategy.
Forward-looking statements reflect management's beliefs, expectations, and estimates as of the date of this news release. These statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, but not limited to: exploration results not meeting expectations; geological interpretations proving incorrect; difficulties in obtaining permits or financing for further exploration; changes in commodity prices and market conditions; and general economic and regulatory factors affecting the mining industry.
The words "anticipate," "believe," "expect," "intend," "estimate," "plan," "may," "will," "should," "potential," and similar expressions are intended to identify forward-looking statements. Although Super Copper believes that the expectations and assumptions reflected in these statements are reasonable, no assurance can be given that actual results will be consistent with these forward-looking statements.
Except as required by applicable law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Investors should carefully review the risks and uncertainties described in the Company's public filings before making investment decisions.
Super Copper Corp. Logo (CNW Group/Super Copper Corp.)
