CUPANI METALS CLOSES 1ST TRANCHE OF FINANCING FOR PROCEEDS OF $2.9M

CUPANI METALS CLOSES 1ST TRANCHE OF FINANCING FOR PROCEEDS OF $2.9M

TORONTO, June 20, 2025 /CNW/ - CUPANI METALS CORP. ("CUPANI" or the "Company") (CSE: CUPA) (OTCQB: CUPIF) is pleased to announce that it closed a first tranche of the previously announced non-brokered private placement financing for aggregate gross proceeds of C$2,893,014.30 (the "Offering") comprised of the issuance of: (i) 9,181,746 flow-through units (the "FT Units") of the Company at $0.175 per FT Unit (ii) 5,193,750 charity flow-through units (the "Charity FT Units") of the Company at $0.245 per Charity FT Unit, and (iii) 85,875 hard dollar units of the Company (the "HD Units" and together with the FT Units and Charity FT Units, the "Offered Units") at $0.16 per HD Unit.

Brian Bosse, CEO of the Company commented on today's news: "We are very excited about the level of interest shown with respect to the closing of this first tranche of Offering and expect to close a second tranche on or about June 26 to raise up to the maximum of an aggregate of $4M, as disclosed on the press release of the Company dated May 16, 2025 and May 21, 2025. Cupani has very high insider ownership and I am happy to see that it continues via CFO Bryan Loree's$150,500 purchase in this tranche. Funds from this tranche are already at work in our 2025 summer exploration."

Each Charity FT Unit and FT Unit consisted of one common share of the Company qualifying as a "flow-through share" for purposes of the Income Tax Act (Canada) (the "Tax Act") and one half of one common share purchase warrant exercisable at $0.30 at any time prior to the day that is 24 months from the Closing Date, subject to the terms and provisions of an acceleration clause. Each HD Unit consisted of one common share of the Company and one half of one common share purchase warrant exercisable on the same terms as the warrants comprising the Charity FT Units and FT Units.

The gross proceeds from the Offering will be used by the Company on its 100% owned Blue Lake/Retty Lake exploration project exploration project as well as for general working capital purposes. The gross proceeds from the common shares comprising the Charity FT Units and FT Units will be used by the Company for "Canadian exploration expenses" that are "flow-through critical mineral mining expenditures" (as such terms are defined in the Tax Act).

The Offered Units were issued by way of a private placement pursuant to exemptions from prospectus requirements under applicable securities laws. The securities issued pursuant to the Offering are subject to resale restrictions, including a hold period of four months and one day from the date of issuance, in accordance with applicable Canadian securities laws.

CFO and Director Bryan Loree, an insider of the Company, participated in the Offering by acquiring 860,000 FT Units. The participation will constitute a related party transaction, but is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as the Company's securities are not listed on any of the stock exchanges listed in Section 5.5(b) of MI 61-101 and the fair market value of the securities issued to Mr. Loree does not exceed 25% of the Company's market capitalization.

In connection with the Offering, the Company paid aggregate cash finder's fees of $71,092.51 and issued 12,500 compensation HD Units to certain finders. Each finder warrant underlying the compensation HD Units entitles the holder to purchase one Share of the Company at $0.30 per Share for a period of 24 months.

Grant of Stock Options

The Company also announces that it grants 250,000 incentive stock options to a consultant of the Company at an exercise price of $0.16 for a period of five (5) years to purchase up to the equal number of common shares in the capital the Company, in accordance with and subject to the Company's Omnibus Long-Term Incentive Plan.

About CUPANI

CUPANI Metals Corp. provides shareholders with long-term capital growth exposure by investing in mineral exploration properties and other assets. The Company is listed on the CSE under the symbol "CUPA". To learn more about the Company please visit http://www.CUPANImetals.com.

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY 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. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER OR SALE OF SECURITIES IN THE UNITED STATES.

Forward-Looking Information

Certain of the statements made and information contained herein is "forward-looking information" within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators. These statements and information are based on facts currently available to the Company and there is no assurance that actual results will meet management's expectations. Forward-looking statements and information may also be identified by such terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will", "could" or "would". While the Company considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking statements in this news release include without limitation, statements with respect to the anticipated use of proceeds from the Offering and the closing of a subsequent tranche to raise gross proceeds of up to $4M. All forward-looking information contained in this press release is given as of the date hereof, and is based on the opinions and estimates of management and information available to management as of the date hereof.

These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks regarding commodity prices, market conditions, availability of financing to the Company on acceptable terms, gross proceeds are used in accordance with the Tax Act, general economic factors, and the equity markets generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance of the Company may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, they can give no assurances that the expectations of any forward-looking statements will prove to be correct. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE Cupani Metals Corp.