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Super Copper Corp. — Management Reports 2025
Jun 28, 2025
48524_rns_2025-06-27_56918b6b-a2ff-4d05-b013-944e558f2e2e.pdf
Management Reports
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Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
INTRODUCTION
The following management's discussion and analysis of financial condition and results of operations ("MD&A") for the year ended February 28, 2025 prepared as of June 27, 2025, should be read in conjunction with the audited consolidated and combined financial statements for the years ended February 28, 2025 and February 29, 2024 and the related notes thereto of Super Copper Corp. (the "Company" or "Super Copper"). The MD&A is the responsibility of management and has been reviewed and approved by the Board of Directors of the Company.
The referenced consolidated and combined financial statements have been prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IASB"). All dollar amounts are expressed in Canadian dollars unless otherwise indicated.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The following MD&A may contain forward-looking statements which are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made, and readers are advised to consider such forward-looking statements in light of the risks as set forth in the following discussion.
COMPANY OVERVIEW
The Company was incorporated under the Business Corporations Act (British Columbia) on January 23, 2019. On February 23, 2024, the Company changed its name from Kepler Private Equity Ltd. to Super Copper Corp. The head office and principal address of the Company is located at 1000 - 409 Granville Street, Vancouver, BC V6C 1T2, Canada. The Company is a mineral exploration company engaged in the acquisition, exploration, and evaluation of resource properties.
The Company's common shares were listed and commenced trading on the Canadian Securities Exchange (the "CSE") effective October 7, 2024, under the trading symbol "CUPR". The Company's common shares also began trading on the Frankfurt Stock Exchange under the symbol "N60" on October 16, 2024 and on the OTCQB Market under the symbol "CUPPF" on January 15, 2025.
The Company's flagship Cordillera Cobre mineral project (the "Cordillera Cobre Property"), located in Chile's prolific Atacama region, sits in one of the world's most renowned copper-producing belts, and is poised for extensive exploration. The project benefits from being in close proximity to several established copper-gold operations and excellent infrastructure.
ACQUISITION OF SUPER COPPER HOLDINGS LTD.
On February 22, 2024, the Company entered into a share exchange agreement (the "Share Exchange Agreement") with Super Copper Holdings Ltd. (formerly Super Copper Corp.) (the "Subsidiary") and the former holders of the issued and outstanding common shares of the Subsidiary (the "Subsidiary Shareholders"), pursuant to which the Company acquired 100% of the issued and outstanding shares of the Subsidiary from the Subsidiary Shareholders in exchange for 19,200,100 common shares of the Company.
The acquisition was considered to be a business combination between entities under common control. As a result, assets acquired and liabilities assumed were recorded at their predecessor carrying values rather than at fair value. The issuance of 19,200,100 shares has been measured based on the net liabilities acquired through Super Copper Holdings Ltd. being $25,560 allocating nil value to the consideration paid with $25,560 charged directly to retained earnings.
EXPLORATION PROGRAMS AND EXPENDITURES
During the years ended February 28, 2025 and February 29, 2024, the Company incurred the following acquisition and exploration expenditures:
Super Copper Corp.
Management's Discussion and Analysis
For the year ended February 28, 2025
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| $ | $ | |
| Claim renewal fees | 30,000 | 68,990 |
| Field supplies | 1,970 | - |
| Geological consulting | 200,396 | 64,250 |
| Labs and analysis | 17,461 | - |
| Survey and mapping | 24,214 | - |
| Travel | 27,443 | - |
| 301,484 | 133,240 |
The Company, through Super Copper Holdings Ltd., entered into a joint venture agreement dated September 1, 2023 (the "JV Agreement") with Gardner Y Esteffan Limitada ("Gareste"), a Chilean corporation, regarding the future exploration and development of the Cordillera Cobre Property located in the Atacama Region of the Republic of Chile.
Pursuant to the JV Agreement, the Subsidiary, has the right to earn-in up to a 100% net interest in the Cordillera Cobre Property in consideration of (a) incurring expenditures on the property in the amount of US$2,490,000 (the "Earn-in Expenditures"), (b) making cash payments to Gareste in the amount of US$2,050,000 (the "Earn-in Payments"), and (c) issuing 6,000,000 common shares of the Company to Gareste or its designee as follows:
| Payment Deadline | Earn-in Expenditures and Payments | Share Consideration | % Interest Earned | Aggregate Interest Earned | |
|---|---|---|---|---|---|
| 1. | Within 14 days of execution of JV Agreement | US$50,000 (Earn-in Payment) (paid) | Nil | Nil | Nil |
| 2. | On or before the date that is 30 days after execution of JV Agreement | US$100,000 (Earn-in Expenditure) (completed) | Nil | Nil | Nil |
| 3. | On or before the date that is 14 days following completion of a go-public financing | US$100,000 (Earn-in Expenditure) (completed) | Nil | 10% | 10% |
| 4. | On or before the date that is 16 months of becoming a publicly listed entity | US$500,000 (Earn-in Expenditure) | 1,000,000 | 15% | 25% |
| 5. | On or before the date that is 30 months after execution of JV Agreement | US$1,350,000 (Earn-in Expenditure) | 2,000,000 | 24% | 49% |
| 6. | On or before the date that is 42 months after execution of JV Agreement | US$440,000 (Earn-in Expenditure) | 1,000,000 | 2% | 51% |
| 7. | On or before the date that is 54 months after execution of JV Agreement | US$2,000,000 (Earn-in Payment) | 2,000,000 | 49% | 100% |
| TOTAL: | US$4,540,000 (US$2,050,000 Earn-in Payments / US$2,490,000 Earn-in Expenditures) | 6,000,000 | 100% |
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
On April 18, 2024, the Company has earned 10% of the project interest in the Cordillera Cobre Property.
The term of the JV Agreement is 20 years, with a 2-year automatic renewal thereafter, unless the JV Agreement is earlier terminated. A party whose interest is diluted to less than 10% will have its interest converted to a 2.0% net smelter return royalty.
The Cordillera Cobre Property is located in the Atacama Region of the Republic of Chile, approximately 43 km east – northeast of the industrial city of Copiapó, which is approximately 450 km north of the capital city of Santiago. The property is comprised of 27 exploitation concessions in application forming a single block of approximately 7,430 hectares. The applications are pending regulatory approval required to certify the mining concessions.
Of the 27 concessions, all are currently in the application process, and all are applied for as exploitation licenses under Gareste. The property is surrounded by a number of copper occurrences and historical inactive and active small mines. The most significant of these are Farellones, which lies in the northern side of the Property; Resguardo, which is active and located approximately 2.5 km to the northeast; Las Rosas/Mariela, which is active and lies 200 m to the north; Conveniencia, which is intermittently active and is located on the eastern edge of Cordillera; the past producing Venado Sur mine, located approximately 2.5 km to the southwest; Venado Norte, which is inactive and lies 2.7 km to the east; and Mina Dulcinea, approximately 13 km to the northwest.
Historical sampling of various rock and soil media has identified the existence of copper oxides, native copper, and, in some cases, sulphide copper on the property. Additional grid sampling, prospect pit sampling, and preliminary geologic mapping indicated several areas worthy of follow up examination.
Copper mineralization at the property occurs as mostly oxide copper in faults and shear zones, which may be stratabound, and as native copper with attendant oxides as disseminations, fracture fillings, and matrix fillings in coarse volcaniclastic rocks, flow top breccias, and andesitic agglomerates. After review of the mineral occurrences at the property, and confirmation of reported sample grades, it was recommended that the Company continue exploration and evaluation of the mineral potential of the property. The budget for such recommended exploration was estimated at approximately $125,000 for the Stage 1 exploration program. A Stage 2 exploration program that includes drilling has been outlined for $1,125,000. The Stage 2 program is contingent upon positive results from Stage 1.
On December 12, 2024, the Company announced the completion of its Stage 1 field exploration program at the Cordillera Cobre Property. Over 100 surface samples were collected across targeted zones to analyze mineralization potential, which have been sent to a laboratory for geochemical analysis. Results of WorldView-3 hyperspectral data covering 79 square kilometers identified exploration areas with significant mineral alteration patterns, such as sericite, kaolinite, calcite, and hematite, that one or more could be indicative of potential copper mineralization and warrant follow-up exploration.
On February 18, 2025, the Company announced the results of its Stage 1 field program at the Cordillera Cobre Property. Selective rock grab and character sampling was conducted across the property testing a number of copper-silver mineralized zones, favourable structures and favourable lithologies to begin the assessment of grade and continuity at a number of these zones. The program returned multiple high-grade copper assays, with 46 out of 122 rock grab samples exceeding 1% Cu, including peak values up to 10.3% Cu and 296 g/t Ag. The next steps will focus on geophysics and drilling to define continuity and unlock the full potential of what the Company believes could be a significant copper discovery in one of the world's most productive mining regions.
On June 10, 2025, the Company announced its Phase 2 exploration program at the Cordillera Cobre Property. Phase 2 is designed to advance the Company's understanding of its highest-priority copper targets and establish a data-driven foundation for an inaugural drill program. The program includes detailed ground geophysical surveys, sampling of historical core, and systematic channel sampling across key mineralized zones. The Company has identified the primary target areas for the Phase 2 work to be El Alto
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
and Calcite Hill. These areas returned consistent high-grade copper values and feature visible oxide mineralization, including malachite, tenorite, chalcocite, and bornite, with potential for sulfide mineralization at depth. The Company also identified legacy mine workings and underground shafts, including those at Mina Anima, as well as historical drill collars and available core at El Alto, which will be verified and resampled as part of the Phase 2 program. A few secondary targets that returned high grade copper values such as the Copper Tuffs and Eastern Mine may also see follow-up sampling during the Phase 2 program.
Upon completion of Phase 2 and subject to the Company obtaining additional financing, the Company aims to launch a Phase 3 program focused on drilling high-priority targets identified through the current work provided Phase 2 results warrant further exploration. The northwest portion of the property remains underexplored and will be further assessed for future expansion potential.
SELECTED ANNUAL INFORMATION
| February 28, 2025 $ | February 29, 2024 $ | February 28, 2023 $ | |
|---|---|---|---|
| Total assets | 373,424 | 58,947 | 108,277 |
| Working capital (deficiency) | 69,327 | (203,814) | 6,408 |
| Net loss | (2,330,317) | (532,449) | (70,589) |
| Net loss per share(1) | (0.09) | (0.04) | (0.02) |
(1) The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.
The Company had no revenue, paid no dividends and had no long-term liabilities during the years ended February 28, 2025, February 29, 2024 and February 28, 2023.
The increase in total assets during the year ended February 28, 2025 was due to increase in cash from the financings undertaken during the year.
The decrease in total assets during the year ended February 29, 2024 was due to use of cash for the acquisition and exploration expenditures incurred on the Cordillera Cobre Property.
The increase in net loss during the year ended February 28, 2025 was due to higher acquisition and exploration expenditures on the Cordillera Cobre Property, higher filing and listing fees associated with being a publicly traded company, higher investor relations costs to promote the Company, higher professional fees incurred in connection with the process of listing the Company's shares on a stock exchange, and higher share-based compensation expense from the options granted during 2025.
The increase in net loss during the year ended February 29, 2024 was due to higher consulting fees charged for investigating opportunities and projects for the Company, acquisition and exploration expenditures on the Cordillera Cobre Property, and higher professional fees incurred in connection with the JV Agreement with Gareste.
RESULTS OF OPERATIONS
The Company recorded a comprehensive loss of $2,330,317 ($0.09 per share) for the year ended February 28, 2025 (February 29, 2024 - $532,449 and $0.04 per share). The Company had no revenue, paid no dividends and had no long-term liabilities during the year ended February 28, 2025. Variances of note in the operational expenses are:
Consulting fees of $96,000 (2024 - $347,500) consist of fees paid to consultants for technology, geological, and capital markets consulting services. The consulting fees during the year ended February 29, 2024 were higher, due to more work required with respect to negotiating and acquiring the Cordillera Cobre Property for the Company. For a detailed breakdown, refer to the RELATED PARTY TRANSACTIONS section in this MD&A.
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
Exploration and evaluation expenditures of $301,484 (2024 - $133,240) were higher during the year ended February 28, 2025, due to the expenditures incurred on the Cordillera Cobre Property pursuant to the joint venture agreement effective September 1, 2023.
Filing and listing fees of $78,076 (2024 - $nil) were higher during the year ended February 28, 2025, in connection with the process of listing the Company's shares on a stock exchange.
Investor relations of $231,234 (2024 - $nil) consist of promotional expenses incurred to increase investor awareness. The Company has incurred more promotional expenses in the current year, due to gaining more investors from the financings completed during the 2025 fiscal year.
Office expenses of $60,546 (2024 - $1,258) were higher during the year ended February 28, 2025, due to increased business activities of the Company.
Professional fees of $436,218 (2024 - $62,329) were higher during the year ended February 28, 2025, in connection with the process of listing the Company's shares on a stock exchange.
Share-based compensation of $1,077,831 (2024 - $nil) was recorded during the current year which relates to the 5,015,000 options granted during the 2025 fiscal year.
Travel of $53,694 (2024 - $13,588) was higher during the year ended February 28, 2025, due to increased business activities of the Company.
SUMMARY OF SELECTED QUARTERLY RESULTS (UNAUDITED)
The following table sets forth selected financial information from the Company's unaudited quarterly consolidated and combined financial statements for the eight most recently completed quarters.
| THREE MONTHS ENDED | ||||
|---|---|---|---|---|
| February 28, 2025 $ | November 30, 2024 $ | August 31, 2024 $ | May 31, 2024 $ | |
| Total assets | 373,424 | 117,235 | 757,254 | 655,641 |
| Working capital (deficiency) | 69,327 | (28,526) | (393,235) | (260,290) |
| Net loss | (845,953) | (1,025,748) | (292,183) | (166,433) |
| Net loss per share(1) | (0.03) | (0.04) | (0.01) | (0.01) |
| THREE MONTHS ENDED | ||||
| --- | --- | --- | --- | --- |
| February 29, 2024 $ | November 30, 2023 $ | August 31, 2023 $ | May 31, 2023 $ | |
| Total assets | 58,947 | 122,716 | 114,504 | 111,365 |
| Working capital (deficiency) | (203,814) | (50,877) | (8,437) | (7,496) |
| Net loss | (159,464) | (72,439) | (286,641) | (13,905) |
| Net loss per share(1) | (0.03) | (0.00) | (0.04) | (0.00) |
(1)The basic and fully diluted calculations result in the same value due to the anti-dilutive effect of outstanding stock options and warrants.
Total assets increased during the quarter ended February 28, 2025 as a result of the net proceeds received from financings completed during the quarter, offset by cash spent on project exploration expenditures.
Super Copper Corp.
Management's Discussion and Analysis
For the year ended February 28, 2025
Total assets decreased during the quarter ended November 30, 2024 as a result of the cash spent on project exploration expenditures incurred during the quarter.
Total assets increased during the quarter ended August 31, 2024 as a result of the net proceeds received from financings completed during the quarter.
Total assets increased during the quarter ended May 31, 2024 as a result of the net proceeds received from financings completed during the quarter.
Total assets decreased during the quarter ended February 29, 2024 as a result of the cash spent on project exploration expenditures and professional fees incurred during the quarter.
Total assets remained consistent during the quarters ended November 30, 2023, August 31, 2023 and May 31, 2023.
The net loss for the quarter ended February 28, 2025 increased as a result of higher exploration and evaluation expenditures, higher investor relations expense, higher professional fees, and the share-based compensation pursuant to stock options granted during the quarter.
The net loss for the quarter ended November 30, 2024 increased as a result of the share-based compensation pursuant to stock options granted during the quarter.
The net loss for the quarter ended August 31, 2024 increased as a result of higher exploration and evaluation expenditures and higher professional fees incurred during the quarter.
The net loss for the quarter ended May 31, 2024 increased as a result of higher professional fees incurred during the quarter.
The net loss for the quarter ended February 29, 2024 increased as a result of higher exploration and evaluation expenditures and higher professional fees incurred during the quarter.
The net loss for the quarter ended August 31, 2023 increased as a result of higher consulting fees incurred for technology, geological, and capital markets consulting services during the quarter.
FOURTH QUARTER
The Company recorded a net loss of $845,953 ($0.03 per share) for the quarter ended February 28, 2025 which was higher than the net loss of $159,464 ($0.03 per share) for the quarter ended February 29, 2024. This was a result of higher exploration and evaluation expenditures, investor relations expense, professional fees, and the share-based compensation pursuant to stock options granted during the quarter.
FINANCING ACTIVITIES
On July 11, 2023, Super Copper Holdings Ltd. issued 100 seed shares for nominal gross proceeds.
On July 28, 2023, Super Copper Holdings Ltd. issued 7,500,000 common shares for gross proceeds of $37,500.
On August 16, 2023, Super Copper Holdings Ltd. issued 300,000 common shares for gross proceeds of $30,000. Finder's fees of $1,800 were paid in connection with the share issuance. The 300,000 common shares were cancelled on February 16, 2024.
On August 23, 2023, Super Copper Holdings Ltd. issued 11,000,000 common shares valued at $220,000 for debt settlement with a company 100% owned by a director of the Company.
On November 15, 2023, Super Copper Holdings Ltd. issued 300,000 common shares for gross proceeds of $30,000.
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
On January 15, 2024, Super Copper Holdings Ltd. issued 400,000 common shares for gross proceeds of $40,000. Share issuance costs of $5,273 were incurred.
On February 22, 2024, the Company issued 19,200,100 common shares in exchange for acquisition of Super Copper Holdings Ltd. Upon acquisition, the share capital balance of Super Copper Holdings Ltd. included in the combined consolidated financial statements was eliminated.
On March 12, March 15, 2024, and April 10, 2024, the Company completed private placements of an aggregate of 1,100,000 common shares at a price of $0.10 per share for aggregate gross proceeds of $110,000. Share issuance costs of $4,300 were incurred.
On April 26, 2024, the Company completed the first tranche of a subscription receipt private placement ("Subscription Receipt Private Placement") at a price of $0.20 per Subscription Receipt for gross proceeds of $385,160 and issued an aggregate of 1,925,800 Subscription Receipts. Each Subscription Receipt entitled the holder thereof to receive one common share of the Company on the date (the "Conversion Date") that is within 10 business days after the later of the date that: (i) the Company obtains a Final Receipt for the Prospectus; and (ii) the receipt of conditional approval of the CSE (the "Escrow Release Conditions").
In connection with the first tranche, 4,050 finder's warrants ("Finder's Warrants") were issued. Each Finder's Warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.20 per common share until October 26, 2026.
On April 30, 2024, the Company completed the second tranche of its Subscription Receipt Private Placement at a price of $0.20 per Subscription Receipt for gross proceeds of $245,000 and issued 1,225,000 Subscription Receipts. In connection with the second tranche, 35,250 Finder's Warrants were issued. These Finder's Warrants have an expiry date of April 30, 2026.
On June 7, 2024, the Company completed the third tranche of its Subscription Receipt Private Placement at a price of $0.20 per Subscription Receipt for gross proceeds of $94,840 and issued 474,200 Subscription Receipts. In connection with the third tranche, 3,870 Finder's Warrants were issued. These Finder's Warrants have an expiry date of June 7, 2026.
On August 29, 2024, the Company completed a private placement of 825,000 common shares at a price of $0.20 per share for gross proceeds of $165,000. Share issuance costs of $6,180 were incurred.
On September 26, 2024, a total of 3,625,000 Subscription Receipts were deemed converted into 3,625,000 common shares, and the Company also issued the remaining one-half finder's fees, being a total of 43,170 Finder's Warrants and $8,634 cash. Additional share issue costs of $36,805 were incurred in cash. The Finder's Warrants are exercisable into common shares at $0.20 per share until September 26, 2026.
On December 27, 2024, the Company closed the first tranche of a non-brokered private placement (the "Offering") and issued 1,238,932 units at a price of $0.23 per unit, raising gross proceeds of $284,954. Each unit consists of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.30 per share until December 27, 2026, subject to acceleration. The Company paid cash finder's fees of $11,249 in connection with the first tranche of the Offering.
On January 15, 2025, the Company closed the second and final tranche of the Offering and issued 556,722 units at a price of $0.23 per unit, raising gross proceeds of $128,046. Each unit consists of one common share of the Company and a Warrant. Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.30 per share until January 15, 2027, subject to acceleration. The Company paid cash finder's fees of $5,594 and incurred share issuance costs of $14,884 in connection with the second tranche of the Offering.
The Warrants are subject to an acceleration right held by the Company, such that if the share price closes at $0.45 or above for a period of five consecutive trading days, the Company may, at any time after such
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
an occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice, unless exercised by the holders prior to such date.
On February 27, 2025, the Company closed the first tranche of a non-brokered private placement and issued 437,500 units at a price of $0.40 per unit, raising gross proceeds of $175,000. Each unit consists of one common share of the Company and a Warrant. Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.65 per share until February 27, 2027, subject to acceleration. The Company paid cash finder's fees of $6,650, incurred share issuance costs of $4,970 and issued 16,625 finder's warrants. The finder's warrants are exercisable into common shares at $0.65 per share until February 27, 2027.
During the year ended February 28, 2025, 85,000 stock options were exercised for gross proceeds of $19,625.
During the year ended February 28, 2025, 86,340 finders warrants were exercised for gross proceeds of $17,268.
LIQUIDITY AND CAPITAL RESOURCES
As at February 28, 2025, the Company had cash of $169,515 and working capital of $69,327. During the year ended February 28, 2025, net cash used in operating activities was $1,432,059, and net cash provided by financing activities consisted of gross proceeds of $1,588,000 received from private placements, offset by share issuance costs of $99,266, due to related party of $20,000 and proceeds of $36,893 from exercise of stock options and warrants.
The Company's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and to maintain a flexible capital structure that optimizes the costs of capital within a framework of acceptable risk. In the management of capital, the Company includes the components of shareholders' equity as well as cash. The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may issue new shares, issue debt, acquire or dispose of assets or adjust the amount of cash. The Company is dependent on the capital markets as its primary source of operating working capital and the Company's capital resources are largely determined by its ability to compete for investor support of its projects.
Super Copper is in the exploration stage and is subject to risks and challenges similar to companies in a comparable stage. These risks include, but are not limited to, the challenges of securing adequate capital in view of exploration, development and operational risks inherent in the mining industry; changes in government policies and regulations; the ability to obtain the necessary environmental permitting; challenges in future profitable production; as well as global economic, precious and base metal price volatility; all of which are uncertain.
The consolidated and combined financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At February 28, 2025, the Company had accumulated losses of $2,762,286 since its inception and expects to incur further losses in the development of its business. The continuation of the Company is dependent upon obtaining necessary financing to meet its ongoing operational levels of exploration and corporate overhead. There is a material uncertainty related to these conditions that may cast significant doubt upon the Company's ability to continue as a going concern. Additional funds will be required to enable the Company to continue its operations and there can be no assurance that financing will be available on terms which are acceptable to the Company. The consolidated and combined financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
CAPITAL EXPENDITURES
The Company incurred capital exploration and evaluation expenditures of $nil during the year ended February 28, 2025 (February 29, 2024 - $nil).
RELATED PARTY TRANSACTIONS
Key management personnel are those persons responsible for planning, directing and controlling the activities of the entity, and include executives and non-executive directors. The Company incurred charges from directors and officers, or to companies controlled by these individuals during the years ended February 28, 2025 and February 29, 2024 as follows:
| February 28, 2025 | February 29, 2024 | |
|---|---|---|
| $ | $ | |
| Accounting fees | 54,905 | - |
| Consulting fees | 140,000 | 347,500 |
| Share-based compensation | 240,087 | - |
| 434,992 | 347,500 |
During the year ended February 28, 2025, the Company incurred $140,000 (February 29, 2024 – $347,500) to ZDK Holdings Ltd. and Orion Management FZE-LLC, both companies 100% owned by Zachary Dymala-Dolesky, a director of the Company, for technology, geological, and capital markets consulting services. $220,000 of the fees in 2024 were settled with common shares of the Company. The Company also incurred $54,905 (February 29, 2024 – $nil) to Malaspina Consultants Inc., a company in which the CFO is an owner, for accounting and financial reporting services.
Accounts payable and accrued liabilities at February 28, 2025 includes $61,292 (February 29, 2024 – $143,481) due to Orion Management FZE-LLC and Malaspina Consultants Inc.
FINANCIAL INSTRUMENTS
Classification and Fair Value of Financial Instruments
IFRS 7, Financial Instruments: Disclosures, establishes a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy has the following levels:
Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 - inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The Company's financial instruments include cash, due to related party and accounts payable and accrued liabilities. Financial instruments are classified into one of the following categories: FVTPL, FVTOC, or amortized cost. The carrying values of the Company's financial instruments are classified into the following categories:
| Financial Instrument | Category | February 28, 2025 | February 29, 2024 |
|---|---|---|---|
| $ | $ | ||
| Cash | FVTPL | 169,515 | 55,947 |
| Due to related party | Amortized cost | 22,907 | 2,907 |
| Accounts payable and accrued liabilities | Amortized cost | 281,190 | 259,854 |
Super Copper Corp.
Management's Discussion and Analysis
For the year ended February 28, 2025
Cash is carried at fair value using a level 1 fair value measurement. The carrying values of due to related party and accounts payable and accrued liabilities approximate their fair values due to the relatively short periods of maturity of these instruments.
Credit risk
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk is primarily attributable to its cash. The Company limits exposure to credit risk by maintaining its cash with financial institutions. Deposits held with these institutions may exceed the amount of insurance provided on such deposits. The Company's maximum exposure to credit risk at the reporting date is the carrying value of cash.
Liquidity risk
Liquidity risk is the risk that the Company will not meet its financial obligations as they fall due. The Company's objective to managing liquidity risk is to ensure that it has sufficient liquidity available to meet liabilities when due. As at February 28, 2025, the Company had current liabilities of $304,097 and cash balance of $169,515. All of the Company's current financial liabilities have contractual maturities of 30 days or are due on demand and are subject to normal trade terms.
CRITICAL JUDGMENTS AND ESTIMATES
The preparation of these financial statements in conformity with IFRS® requires management to make judgement and estimates and form assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets/liabilities at the date of the financial statements and reported amount of revenues and expenses during the reporting period. Actual outcomes could differ from these estimates.
On an on-going basis, management evaluates its estimates underlying various assumptions. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the consolidated statement of financial position date that could result in material adjustments to the carrying amounts of assets and liabilities, include the following:
Critical accounting estimates
- Fair value of stock options and warrants
Critical accounting judgments
- Recognition of deferred tax assets and liabilities
- Going concern
- Common control transaction
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements.
COMMITMENTS
The Company entered into a management consulting agreement with a company 100% owned by the director of the Company on April 1, 2024, which replaces all previously entered consulting agreements. The new agreement has a term of 4 years. The agreement includes a monthly fee of $8,000, certain employment benefits, and a bonus which can be achieved through the completion of certain performance conditions related to M&A and investment transactions in the Company. The bonus is calculated based on amount equal to 5% of the transaction value, with transaction value being all consideration either paid or received, in cash or securities, in a merger, acquisition, investment or other transaction with an aggregate value over $10,000. There is also a bonus related to exchange listings and market capitalization.
Super Copper Corp. Management's Discussion and Analysis For the year ended February 28, 2025
SUBSEQUENT EVENTS
On March 9, 2025, the Company granted a total of 750,000 stock options to consultants. The stock options have an exercise price of $0.50 per share and expire five years from the date of grant. The stock options vested immediately.
On March 9, 2025, the Company granted 500,000 restricted share units ("RSUs") to a consultant. The RSUs was to vest on July 9, 2025. However, on April 15, 2025, the consulting agreement with the consultant was terminated and accordingly, the RSUs have been forfeited.
On March 20, 2025, the Company closed the second and final tranche of a non-brokered private placement and issued 850,000 units at a price of $0.40 per unit, raising gross proceeds of $340,000. Each unit consists of one common share of the Company and a Warrant. Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.65 per share until March 20, 2027, subject to acceleration. The Company paid cash finder's fees of $2,660 and US$2,500 and issued 6,650 finder's warrants. The finder's warrants are exercisable into common shares at $0.65 per share until March 20, 2027.
The Warrants are subject to an acceleration right held by the Company, such that if the share price closes at $1.00 or above for a period of five consecutive trading days, the Company may, at any time after such an occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date.
On March 14, 2025, 36,000 stock options were exercised for gross proceeds of $9,900.
On March 25, 2025, 95,000 stock options were exercised for gross proceeds of $26,125.
On May 29, 2025, the Company closed a non-brokered private placement and issued 4,000,000 units at a price of $0.25 per unit to Apeiron Investment Group Limited ("Apeiron"), raising gross proceeds of $1,000,000. Each unit consists of one common share of the Company and a Warrant. Each Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.30 per share until May 29, 2028. In exchange for Apeiron providing advisory services to the Company, the Company also granted 3,000,000 RSUs on closing of the private placement. To facilitate the granting of the RSUs, an aggregate of 1,200,000 outstanding options were cancelled.
CURRENT SHARE DATA
As at the date of this MD&A, the Company has 36,394,594 common shares issued and outstanding and the following options and warrants outstanding:
| Type of security | Number | Exercise Price | Expiry date |
|---|---|---|---|
| Stock options | 225,000 | $ 0.20 | October 7, 2029 |
| Stock options | 2,499,000 | $ 0.275 | October 22, 2029 |
| Stock options | 200,000 | $ 0.275 | November 22, 2029 |
| Stock options | 500,000 | $ 0.385 | January 9, 2030 |
| Stock options | 750,000 | $ 0.50 | March 9, 2030 |
| Restricted share units | 3,000,000 | N/A | N/A |
| Warrants | 1,238,932 | $ 0.30 | December 27, 2026 |
| Warrants | 556,722 | $ 0.30 | January 15, 2027 |
| Warrants | 437,500 | $ 0.65 | February 27, 2027 |
| Warrants | 850,000 | $ 0.65 | March 20, 2027 |
| Warrants | 4,000,000 | $ 0.30 | May 29, 2028 |
| Finder's warrants | 16,625 | $ 0.65 | February 27, 2027 |
| Finder's warrants | 6,650 | $ 0.65 | March 20, 2027 |
Super Copper Corp.
Management's Discussion and Analysis
For the year ended February 28, 2025
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are intended to provide reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by securities regulations and that the information required to be disclosed is accumulated and communicated to management. Internal controls over financial reporting are intended to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS®. In connection with National Instrument 52-109 (Certificate of Disclosure in Issuer's Annual and Interim Filings) ("NI 52-109"), the Chief Executive Officer and Chief Financial Officer of the Company have filed a Venture Issuer Basic Certificate with respect to the financial information contained in the financial statements for the year ended February 28, 2025 and this accompanying MD&A (together, the "Annual Filings").
In contrast to the full certificate under NI 52-109, the Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures and internal control over financial reporting, as defined in NI 52-109. For further information the reader should refer to the Venture Issuer Basic Certificates filed by the Company with the Annual Filings on SEDAR+ at www.sedarplus.ca.
RISKS AND UNCERTAINTIES
The Company is currently subject to financial and regulatory risks. The financial risk is derived from the uncertainty pertaining to the Company's ability to raise capital to continue operations. Regulatory risks include the possible delays in getting regulatory approval for the transactions that the Board of Directors believe to be in the best interest of the Company, and include increased fees for filings and the introduction of ever more complex reporting requirements, the cost of which the Company must meet in order to maintain its exchange listing.
There is no assurance that the exploration of the Company's properties will be successful in its quest to find a commercially viable quantity of mineral resources. The Company's exploration and development activities may be affected by changes in government, political instability and the nature of various government regulations relating to the mining industry. The Company cannot predict the government's positions on mining concessions, land tenure, environmental regulation or taxation. A change in government positions on these issues could adversely affect the Company's business and/or its holdings, assets and operations. Any changes in regulations or shifts in political conditions are beyond the control of the Company.
OTHER INFORMATION
Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca.