Blue Moon Metals Inc. (“
Blue Moon” or the
“
Company”) (
TSXV: MOON) is
pleased to announce the acquisition of all the shares in
Repparfjord Eiendom AS (“
REAS”) from Wergeland
Eigedom AS (“
WG”), a private Norwegian Company,
along with associated ship loading equipment and infrastructure
related to aggregate mining, port area and adjacent properties to
Blue Moon’s Nussir Project in Norway (the “
Nussir
Project”) (together the “
Transaction”).
Through a series of transactions, Blue Moon has paid 180 million
NOK (~US$16 million) as consideration, comprised of 42.1 million
common shares of Blue Moon (the “
Consideration
Shares”) (at C$0.30 per Consideration Share) and
approximately US$7.2M in cash. WG now owns approximately 8% of the
issued and outstanding common shares of Blue Moon (the
“
Blue Moon Shares”). REAS has a ground lease
agreement with the Finnmark Estate, a legal entity established by
law in Norway, for the use of the Oyen Industrial Land. Under the
terms of an agreement between Blue Moon and WG dated March 6, 2025
(the “
Agreement”), WG will continue to be able to
sublease part of the land for aggregate production, in
consideration for annual sublease payment fees. Pursuant to the
Agreement, WG has also agreed to acquire agreed upon waste rock
volumes from the Nussir Project for a minimum price of 15 NOK /
tonne.
This is a transformational transaction providing
the Nussir Project with the majority of the required infrastructure
for the project to be built. Key highlights of the acquired
infrastructure include:
- Quay for aggregate logistics
including a modern ship-loading and conveyer system that is in
active use by WG
- Port facility for large ships
- Fully permitted and operating
aggregate mine
- Barracks for construction and
operations at the Nussir Project
- Administrative and storage
building
- Full process plant building in good
condition and of sufficient size to install a 6,000 tpd flotation
plant
- Large silo and conveyer
systems
- License to utilize fresh water from
a reservoir
- Ancillary land to the project (the
“Ancillary Lands”)
- Zoning in place for an industrial
site including for mining and processing
The below image shows the mill building, silo
and office administration area taken in January 2025. The
deep-water fjord is ice-free year-round. The portal for the mine
will be immediately beside the mill building and two powerlines
cross the property right behind the mill building. Power costs for
industrial use are ~US$0.04/kWh. The Transaction has closed, but
some filings, registrations and legal perfection, in particular
related to the Ancillary Lands, will be concluded as soon as
possible.
The Consideration Shares were deposited into
escrow pursuant to the TSX Venture Exchange (the
“TSXV”)’s escrow policies, and are subject to a
statutory hold period of four months and one day from the date of
issue. Currently the Consideration Shares are subject to the TSXV
Tier 2 escrow release schedule, with 10% being released from escrow
commencing on the date of the TSXV bulletin, and thereafter in 15%
increments on each of the six, twelve, eighteen, twenty-four,
thirty and thirty-six months following the date thereof. However,
Blue Moon is currently uplisting from a TSXV Tier 2 issuer to a
TSXV Tier 1 issuer. Such process, if approved by the TSXV, would
result in the effective escrow period expected to be the shortened
Tier 1 escrow release schedule, with four equal tranches of 25%
being released from escrow commencing on the date of the TSXV
bulletin approving the uplisting, and thereafter on each of the
six, twelve and eighteen months following the date thereof. The
uplisting remains subject to TSXV approval.
Hartree Tranche 2
In connection with its strategic investment
announced in Blue Moon’s December 19, 2024, press release, Hartree
Partners LP (“Hartree”) has purchased 17.5 million
Blue Moon Shares at C$0.30 per Blue Moon Share for total proceeds
of C$5.25 million (the “Investment”). No finders
fees are payable on the Investment, and the Blue Moon Shares issued
pursuant to the Investment are subject to a statutory 4 month and
one day hold period from issuance. The proceeds from the Investment
will be used for general corporate purposes and advancement of Blue
Moon’s three mining projects.
There are now 511,092,306 Blue Moon Shares
outstanding, of which approximately 8% are held by Hartree.
Share Consolidation
Further to Blue Moon’s press release dated March
3, 2025, the Company will consolidate the Blue Moon Shares on the
basis of ten (10) pre-consolidation Blue Moon Shares for every one
(1) post-consolidation Blue Moon Share (the
“Consolidation”). Effective as of the opening of
market on or about March 14, 2025, the Blue Moon Shares will
commence trading on a post-Consolidation basis on the TSXV.
Following the Consolidation, it is expected there will be
approximately 51,109,231 post-Consolidation Blue Moon Shares
outstanding. A new CUSIP number of 09570Q509 replaces the old
CUSIP number of 09570Q202 to distinguish between the pre- and post-
consolidated Blue Moon Shares. The Consolidation remains subject to
TSXV approval.
Letters of transmittal describing the process by
which shareholders may obtain new share certificates representing
their post-Consolidation Blue Moon Shares will be mailed shortly to
registered shareholders who hold their Blue Moon Shares via
certificate. Shareholders who hold their shares via Direct
Registration System, or through a broker or other intermediary and
do not have shares registered in their name, will not be required
to complete a letter of transmittal.
Corporate Update
The Company has awarded a total of 845,069
deferred share units (“DSUs”) under the Company’s
share compensation plan to the independent members of the board of
directors. The DSUs will vest upon the directors’ departure from
the Company.
Qualified Persons
The technical and scientific information of this
news release has been reviewed and approved by Mr. Dustin Small,
P.Eng., a non-Independent Qualified Person, as defined by NI
43-101.
About Blue
Moon
Blue Moon is advancing 3 brownfield polymetallic
projects, including the Nussir copper-gold-silver project in
Norway, the NSG copper-zinc-gold-silver project in Norway and the
Blue Moon zinc-gold-silver-copper project in the United States. All
3 projects are well located with existing local infrastructure
including roads, power and historical infrastructure. Zinc and
copper are currently on the USGS and EU list of metals critical to
the global economy and national security. More information is
available on the Company’s website (www.bluemoonmetals.com).
For further
information
Blue Moon Metals
Inc.Christian Kargl-SimardPresident, CEO and
DirectorPhone: (416) 230 3440Email:
christian@bluemoonmetals.com
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
CAUTIONARY
DISCLAIMER -
FORWARD LOOKING
STATEMENTS
This news release includes “forward-looking
statements” and “forward-looking information” within the meaning of
applicable Canadian and U.S. securities laws. All statements
included herein that address events or developments that we
expect to occur in the future are forward-looking statements.
Forward-looking information may in some cases be identified by
words such as “will”, “anticipates”, “expects”, “intends” and
similar expressions suggesting future events or future
performance. Forward-looking statements in this press release
include, but are not limited to, statements regarding: the
anticipated benefits of the Transaction; that WG will continue to
be able to sublease part of the land; that WG will acquire all
waste rock from the Nussir Project; that the Nussir Project will be
built; that the Transaction provides the majority of the required
infrastructure for the Nussir Project; the location of the portal
for the mine; the uplisting of the Company to Tier 1; the escrow
schedule applicable to the Consideration Shares; the expected use
of proceeds of the Investment; the statements regarding the
advancement of Blue Moon’s three mining projects by the Company;
Blue Moon’s decision regarding construction of its projects and
the timing thereof; the effective date of the Consolidation; the
number of Blue Moon shares outstanding post-consolidation; the
timing of the vesting and conversion of the deferred share units
granted, if at all.
We caution that all forward-looking information
is inherently subject to change and uncertainty and that actual
results may differ materially from those expressed or implied by
the forward-looking information. A number of risks, uncertainties
and other factors could cause actual results and events to differ
materially from those expressed or implied in the forward-looking
information or could cause our current objectives, strategies and
intentions to change, including but not limited to: the
anticipated benefits of the Transaction will not be as anticipated;
that WG will decide to no longer sublease part of the land; that
the waste rock from the Nussir Project will not meet the standard
to be sold to WG; that the Nussir Project may never be built; the
strategic benefits expected to result from the Transaction will not
be fully realized; that the portal may be located somewhere else;
that the proceeds from the Financing may be used differently than
expected. Accordingly, we warn investors to exercise caution when
considering statements containing forward-looking information and
that it would be unreasonable to rely on such statements as
creating legal rights regarding our future results or plans. We
cannot guarantee that any forward-looking information will
materialize and you are cautioned not to place undue reliance on
this forward-looking information. Any forward-looking information
contained in this news release represents management’s current
expectations and are based on information currently available to
management, and are subject to change after the date of this news
release. We are under no obligation (and we expressly disclaim any
such obligation) to update or alter any statements containing
forward-looking information, the factors or assumptions underlying
them, whether as a result of new information, future events or
otherwise, except as required by law. All of the forward-looking
information in this news release is qualified by the cautionary
statements herein.
Forward-looking information is provided herein
for the purpose of giving information about the Transaction and the
Investment referred to herein There can also be no assurance that
the strategic benefits expected to result from the Transaction or
the Investment will be fully realized.
A comprehensive discussion of other risks that
impact Blue Moon can also be found in its public reports and
filings which are available at www.sedarplus.ca.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/880d4534-d531-472b-88ab-8b4706628119
Blue Moon Metals (TSXV:MOON)
Historical Stock Chart
From Feb 2025 to Mar 2025
Blue Moon Metals (TSXV:MOON)
Historical Stock Chart
From Mar 2024 to Mar 2025