CUPANI METALS CORP. ANNOUNCES NON-BROKERED PRIVATE PLACEMENT TO FUND COPPER EXPLORATION AND DRILLING

TORONTO, May 16, 2025 /CNW/ - CUPANI Metals Corporation ("CUPANI" or the "Company") (CSE: CUPA) is pleased to announce its intention to raise up to $4,000,000 via the issuance of shares by way of non-brokered private placement.

Cupani Metals Corp. CEO Brian Bosse commented on today's news, "We are confident in this project; insiders own more than half the company and we cannot wait to get drilling.  The funds raised from the Offering will be used for and to carry the Company past summer fieldwork into the fall/winter drilling results."

Cupani intends to complete a financing by way of non-brokered private placement for aggregate gross proceeds of up to $4,000,000 comprised of the issuance of: (i) flow-through units (the "FT Units") of the Company at $0.175 per FT Unit (ii) charity flow-through units (the "Charity FT Units") of the Company at $0.245 per Charity FT Unit, and (iii) hard dollar units of the Company (the "HD Units" and together with the FT Units and Charity FT Units, the "Offered Units") at C$0.16 per HD Unit (collectively, the "Offering"). All dollar figures provided herein are denominated in Canadian dollars unless otherwise stated.

The hard dollar unit subscription agreement for investors of all jurisdictions can be completed online HERE. The subscription agreement for flow-through units can be completed online HERE.

Each Charity FT Unit and FT Unit will consist of one common share and one half of one common share purchase warrant (each whole warrant, a "Warrant") of the Company, each of which will qualify as a "flow-through share" for the purposes of the Income Tax Act (Canada) (the "Tax Act"). Each warrant is exercisable to acquire one non-flow through common share of the Company at $0.30 per common share at any time prior to the day that is 24 months from the Closing Date. Each HD Unit will consist of one common share of the Company and one half of one Warrant exercisable on the same terms as the warrants comprising the Charity FT Units and FT Units.

The closing of the Offering is expected to occur on or about June 12, 2025 (the "Closing Date") and is subject to customary closing conditions and regulatory approvals, including the approval of the Canadian Securities Exchange (the "CSE").

The gross proceeds raised from the issuance of the FT Units and Charity FT Units will be used by the Company on the Company's 100% owned Blue Lake/Retty Lake exploration project and the gross proceeds raised from the issuance of the HD Units will be used for general working capital purposes.

The Company may pay finder's fees in connection with the Offering to eligible arm's length finders in accordance with CSE policies and applicable securities laws.

The Offered Units will be offered by way of private placement pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. All Offered Units issued in connection with the Offering are subject to a hold period of four months and one day following the Closing Date under applicable Canadian securities laws.

More specifically, a portion of the Offering is also being made available to registered shareholders of the Company who, as of the close of business on 15 May, 2025, hold common shares of the Company, pursuant to the prospectus exemption set out in B.C. Instrument 45-534 Exemption from Prospectus Requirement for Certain Trades to Existing Security Holders, and in similar instruments in other jurisdictions in Canada (collectively, the "Existing Shareholder Exemption"). Invocation of the Existing Shareholder Exemption limits a shareholder to a maximum investment of $15,000 in a twelve (12) month period unless such shareholder has obtained advice regarding the suitability of the investment and, if such shareholder is resident in a jurisdiction of Canada, such advice has been obtained from a person who is registered as an investment dealer in the jurisdiction. In the event that aggregate subscriptions for the Offered Units under the Offering exceed the maximum number of securities to be distributed, then the Offered Units sold pursuant to the Existing Security Holder Exemption will be allocated to qualifying existing shareholders on a pro rata basis based on the number of Offered Units subscribed for.

About CUPANI
CUPANI Metals Corp. provides shareholders with long-term capital growth exposure by investing in mineral exploration properties. 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 size of the Offering, the Company meeting all conditions for a timely closing of the Offering, including obtaining all required approvals, the proposed use of proceeds of the Offering, the payment of finder's fees, and the proposed closing date of the Offering, among others. 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, 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.

Brian Bosse, Director and Chief Executive Officer, CUPANI Metals Corp., [email protected], [phone]