VANCOUVER, BC , Aug. 20, 2025 /CNW/ - SUPER COPPER CORP.(CSE: CUPR) (OTCQB: CUPPF) (FSE: N60) ("Super Copper" or the "Company"), a mining exploration platform focused on copper, is pleased to announce shareholder approval of all matters at the annual general meeting.

AGM Results

The Company is pleased to announce that all matters were approved at the Company's 2025 annual general meeting of shareholders held on August 14, 2025. The Board of Directors of the Company continues to be comprised of Zachary Dymala-Dolesky, Rajeev Dewan, Edwin Lee, and Sebastian Wagner.

In addition, the Company shareholders have authorized and approved Apeiron Investment Group Limited ("Apeiron") as a new 'Control Person' of the Company within the meaning of such term under applicable securities laws and stock exchange policies.

Amendments

The Company further announces that it has amended an existing consulting agreement dated May 29, 2025, between Apeiron and the Company (the "Apeiron Agreement"). Pursuant to the Apeiron Agreement, Apeiron previously agreed to provide advisory services to the Company in exchange for 4,000,000 restricted share units ("RSUs"). Apeiron owns 10.99% of the Company's shares on an undiluted basis or approximately 25.35% of the Company's issued and outstanding common shares, on a partially diluted basis. See the Company's news release dated May 29, 2025 for further details.

Pursuant to an amending agreement to the Apeiron Agreement and in consideration for Apeiron's continued services, the Company agreed to grant RSUs to Apeiron in an amount equal 2.5% of the Company's then-issued and outstanding common shares on an annual basis (the "Apeiron Grant").  The Apeiron Grant is subject to Apeiron maintaining a minimum shareholding of 4,000,000 common shares of the Company, (the "Minimum Shares"), applicable securities laws and the terms and conditions of the Company's omnibus equity incentive plan (the "Plan"). The RSUs to be granted annually to Apeiron under the Apeiron Grant are to vest quarterly in four equal tranches over a 12 month period and the first grant is issuable on May 29, 2026. If, at an annual grant date, there is insufficient room under the Plan to satisfy the Apeiron Grant, then the Company will grant RSUs to Apeiron as soon as room becomes available. If the full Apeiron Grant was not granted to Apeiron during an annual term of the Apeiron Agreement, then such remaining percentage of RSUs not granted to Apeiron is to be carried over to any subsequent term of the Apeiron Agreement provided the Company will not grant more than 5.0% of the then issued and outstanding common shares of the Company to Apeiron in any 12 month period. Following the initial 12 month term of the Apeiron Agreement, the Apeiron Agreement, as amended, will automatically terminate and be of no further force or effect if Apeiron, at any time, does not hold or own the Minimum Shares.

The Company also has further amended its management consulting agreement with Orion Management FZE-LLC ("Orion") and Zachary Dymala-Dolesky ("Dolesky") dated April 1, 2024, as amended (the "Dolesky Agreement"). Dolesky is the CEO and a director of the Company and Orion is a Company controlled by Dolesky. Pursuant to the Dolesky Agreement, Orion and Dolesky agreed to provide to the Company, management consultant services including chief executive officer services. See the Company's final long form prospectus dated September 24, 2024 for further details.

Pursuant to an amending agreement to the Dolesky Agreement and as additional consideration for Dolesky's and Orion's services, the Company agreed to grant RSUs to Dolesky in an amount equal to 2.5% of the Company's then-issued and outstanding common shares on an annual basis (the "Dolesky Grant"). The Dolesky Grant is issuable on the second anniversary of the Dolesky Agreement (being April 1, 2026) and is subject to Dolesky and/or Orion, in aggregate, maintaining a minimum shareholding of the Minimum Shares, applicable securities laws and the terms and conditions of the Plan. The RSUs to be granted annually to Dolesky and/or Orion under the Dolesky Grant are to vest quarterly in four equal tranches over a 12 month period. If, at an annual grant date, there is insufficient room under the Plan to satisfy the Dolesky Grant, then the Company will grant RSUs to Dolesky as room becomes available. If the full Dolesky Grant was not granted to Dolesky and/or Orion during an annual period, then such remaining percentage of RSUs not granted to Dolesky will be carried over to any subsequent term of the Dolesky Agreement provided the Company will not grant more than 5.0% of the then issued and outstanding common shares of the Company to Dolesky in any 12 month period.

The Apeiron Grant and the Dolesky Grant, each as set out above will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Apeiron Grant and the Dolesky Grant are anticipated to be exempt from the formal valuation requirements and minority shareholder approval requirements of MI 61-101 pursuant to Section 5.5(b) and Section 5.7(1)(a) as the Company is not listed on specified markets and the fair market value of the subject matter of, nor the fair market value of the consideration for, the Apeiron Grant or the Dolesky Grant exceeds 25 percent of the Company's market capitalization (calculated in accordance with MI 61-101).

About Super Copper Corp.

Super Copper (CSE: CUPR | OTCQB: CUPPF | FSE: N60) is a mining exploration company focused on acquiring, advancing and consolidating global copper assets from early discovery through late-stage development. The company is currently advancing its copper projects in Atacama, Chile, a region with world-class infrastructure and the presence of global majors. By operating a single, integrated technical team and a milestone-driven acquisition strategy, Super Copper aims to build a portfolio of scalable projects capable of supplying the world's accelerating demand for copper. | www.supercopper.com

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 certain forward-looking statements, including statements regarding the terms of the RSUs, the Dolesky Grant and the Apeiron Grant. The words "expects," "anticipates," "believes," "intends," "plans," "will," "may," and similar expressions are intended to identify forward-looking statements.

Although the Company believes that its expectations as reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties. Actual results may differ materially from those expressed or implied in these statements due to various factors, including, but not limited to, changes in global copper demand, political and regulatory risks in Chile, operational and exploration risks, market conditions, and the availability of financing.

Readers are cautioned not to place undue reliance on forward-looking statements, which are made as of the date of this release. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

SOURCE Super Copper Corp.