Blue Moon Metals Inc. (“
Blue Moon”) (
TSXV:
MOON), Nussir ASA (“
Nussir”) and Nye
Sulitjelma Gruver AS (“
NSG”) are pleased to
announce the successful completion of their previously announced
transactions (the “
Acquisitions”). On closing,
Blue Moon acquired 93.55% of the issued and outstanding shares of
Nussir (with support of 99.7% shareholders being obtained) and 100%
of the issued and outstanding shares of NSG (see November 27, 2024
and December 19, 2024 press releases). In connection with the
completion of the Acquisitions, the escrow release conditions of
the Subscription Receipts (as defined below) have been satisfied,
and the Subscription Receipts have been automatically converted
into common shares of Blue Moon (the “
Blue Moon
Shares”).
There are 451,015,886 Blue Moon Shares issued
and outstanding at the time of this press release after giving
effect to the completion of the Acquisitions and the conversion of
the Subscription Receipts. Further information on Blue Moon’s 3
brownfield polymetallic projects will follow over the coming
months.
Acquisitions
Pursuant to the Acquisitions, Blue Moon issued
297,761,490 Blue Moon Shares (the “Consideration
Shares”) to former holders of common shares of Nussir and
NSG in exchange for a 93.55% interest in Nussir and a 100% interest
in NSG. The Consideration Shares were deposited into escrow
pursuant to 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.
In addition, as required by the TSXV, an
aggregate of 10,957,143 Blue Moon Shares issued to Principals (as
defined in the TSXV Policies) under the offering of Blue Moon
Shares completed on August 30, 2024 will be subject to certain
restrictions on transfer for a period of 12 months, with 25%
released on the date of the TSXV bulletin, and then 25% and 50%,
respectively, on each of six and 12 months thereafter.
As a result of completion of the Acquisitions,
the Blue Moon, Nussir and NSG shareholders prior to the
Acquisitions now hold 53,254,086, 241,681,493 and 56,079,997 Blue
Moon Shares, respectively, representing approximately 10.42%,
47.29% and 10.97%, respectively of the issued and outstanding Blue
Moon Shares.
Subscription Receipt
Conversion
On December 19, 2024, Blue Moon issued a total
of 90,000,279 subscription receipts (the "Subscription
Receipts"), as part of its previously announced offering
of equity securities. On closing of the Acquisitions, each
Subscription Receipt automatically converted to one Blue Moon Share
without payment of additional consideration or further action on
the part of the Subscription Receipt holders. All Blue Moon Shares
issued upon conversion of the Subscription Receipts are subject to
a statutory hold period of four months and one day from the date
the Subscription Receipts were issued and will become free trading
on April 20, 2025.
Board Changes
Blue Moon is pleased to welcome Karin Thorburn
and Francis Johnstone to its board of directors
(“Board”), effective immediately. Patrick McGrath
has resigned from the Board, and Blue Moon would like to thank Mr.
McGrath for his services to the Company. The Board now consists of
Maryse Belanger as independent Chair, Haytham Hodaly, Christian
Kargl-Simard, Dr. Karin Thorburn and Francis Johnstone. The
biographies of Dr. Karin Thorburn and Francis Johnstone are as
follows:
Dr. Karin S. Thorburn Dr.
Thorburn is Research Chair Professor of Finance at NHH Norwegian
School of Economics and Adjunct Full Professor of Finance at The
Wharton School of University of Pennsylvania, USA. Before joining
NHH in 2009, she was a faculty member at the Tuck School of
Business at Dartmouth College, USA.
Dr. Thorburn’s research focuses on M&A,
credit, bankruptcy, IPOs, corporate governance, and corporate
social responsibility. She publishes regularly in leading academic
journals.
Dr. Thorburn is a Research Associate of the
Center for Economic Policy Research (CEPR) in London, a Research
Affiliate of the European Corporate Governance Institute (ECGI) in
Brussels, and formerly a Council member of the Society for
Financial Studies, Director of the Financial Management Association
International, and Director of the Executive Committee of the
European Finance Association.
She is a Director of the Board of Argentum Asset
Management AS, Maritime & Merchant Bank ASA, Nussir ASA,
Preferred Global Health AS, Green LNG Services AS, and Horus AS,
and previously of SEB Investment Management AB and Nordea Bank
Norway ASA. She has served on several government-appointed
committees on topics related to banking regulation and the
investment strategy of Norway’s US$1.5 trillion Government Pension
Fund Global, and regularly participates in legal proceedings as an
expert witness or expert judge.
Dr. Thorburn holds a PhD in financial economics
from the Stockholm School of Economics.
Francis JohnstoneMr. Johnstone
has been an Investment Advisor to Baker Steel Resources Trust
Ltd since its inception and is based in London. Having trained
in corporate finance and M&A at Citibank, Francis entered the
mining business in 1989 with Cluff Resources plc and became Group
Projects and Operations Manager.
Prior to Cluff’s takeover by Ashanti Goldfields
in 1996, Mr. Johnstone was a key member of the team who built Freda
Rebecca the largest gold mine in Zimbabwe, the Ayanfuri Gold Mine
in Ghana and negotiated for and discovered the Geita Gold Mine in
Tanzania.
In 2003, he joined Ridge Mining plc as
Commercial Director, and was an integral member of the team that
undertook a feasibility study, financed and developed the Blue
Ridge Platinum Mine in South Africa.
New Officer Hires
To further facilitate the path to becoming a
mining company, Blue Moon is pleased to announce the hiring of two
additional officers, Skott Mealer, as President and Chief Operating
Officer, and Theodore Veligrakis as Vice President Exploration.
Skott MealerMr. Mealer is a
seasoned mining professional with over 20 years of experience in
project development and construction. He most recently led the
advancement of the El Domo Project for Adventus Mining in Ecuador
resulting in granting of all required permits for construction and
operation of the mine - only the third in Ecuador and first since
2016. Prior to that he worked for Kinross Gold Corporation for 10
years on various projects including successfully leading the La
Coipa Restart in Chile and Round Mountain Phase W in Nevada, and
also held key roles on other projects in Chile, Brazil and Ecuador
including FDN and Mirador.
He is fluent in Spanish and English and has
extensive experience building and leading multidisciplinary,
multicultural teams in both engineering and construction with
consistent performance in safety, cost reduction and schedule
adherence.
Theodore VeligrakisMr.
Veligrakis is a professional geologist with over 13 years of
experience in mineral exploration across world-class Au-Ag
epithermal, Au-Pb-Zn-Ag carbonate replacement, Cu-Au porphyry,
skarn and VMS deposits across the Western Tethyan Mineral Belt and
West Africa. Previously, he was the Exploration Manager of Adriatic
Metals (ASX: ADT) in Bosnia & Herzegovina, where he was
involved in the discovery of Rupice NW polymetallic deposit,
doubling the existing life of mine to 20 years. Before Adriatic
Metals, Theo was the Senior Exploration Geologist for Tethyan
Resources (TSX-V: TETH) in Serbia and a Generative Exploration
Geologist for Eldorado Gold (TSX: ELD / NYSE: EGO) in Greece and
Balkans.
Throughout his career, Mr. Veligrakis has
demonstrated strong leadership in exploration strategy, team
management, and technical excellence. As Exploration Manager at
Adriatic Metals, he led a team of 13 geologists, streamlining
exploration processes and implementing successful near mine and
regional drilling programs. His expertise spans project generation,
surface mapping, and geochemical and geophysical data integration.
He has also conducted technical due diligence on multi-commodity
projects across Europe, Africa, and Central Asia, contributing to
strategic investment decisions. Passionate about early- to
mid-stage exploration, he is committed to unlocking new mineral
discoveries through innovative and systematic exploration
approaches.
Corporate Update
The Company has awarded a total of 2,750,000
incentive stock options under the Company’s share compensation plan
to these new officers, with an exercise price of C$0.355 per stock
option, exercisable for a period of five years from the date of
grant and vesting over three years.
Blue Moon is also pleased to announce a
US$100,000 investment by Skott Mealer in the Company has closed,
for the acquisition of 476,600 Blue Moon Shares at C$0.30 per Blue
Moon Share (the “Financing”). No finders fees are
payable on the Financing, and the Blue Moon Shares issued pursuant
to the Financing will be subject to a statutory 4 month and one day
hold period from issuance. The proceeds from the Financing will be
used for the same purposes as the net proceeds from the
Subscription Receipts financing, as disclosed in the Company’s news
release disseminated on December 19, 2024.
Nussir's operating license extension to
September 2027, requiring construction activities to commence by
then, is in the second and final appeal body. The first upheld the
operating license, and Blue Moon expects a final outcome shortly,
which will be press released along with further guidance for
activities at Nussir in 2025.
New Nussir Technical Report
Blue Moon has filed on SEDAR+ its maiden NI
43-101 technical report on Nussir, titled “Technical Report on the
Mineral Resources of the Nussir and Ulveryggen Projects, Norway”,
dated January 24, 2025, and prepared by Adam Wheeler.
Disclosure by Monial AS
Upon completion of the acquisition by Blue Moon
of 93.55% of the shares of Nussir (the “Nussir
Acquisition”), on February 26, 2025, Monial AS
(“Monial”), a former shareholder of Nussir, was
issued 82,922,061 Blue Moon Shares, as a result of which Monial is
now the beneficial owner of 18.39% of the issued and outstanding
shares of Blue Moon. Prior to such issuance, Monial did not own or
control any shares of Blue Moon. The aggregate value of the Blue
Moon Shares issued to Monial is C$24,876,618 (or C$0.30 per Blue
Moon Share, which is the equivalent of NOK4.25 per share of Nussir,
using the exchange rate agreed by Nussir and Blue Moon of
NOK1:C$0.1253). Monial acquired the Blue Moon Shares for investment
purposes. Depending on market conditions and other factors, Monial
may from time to time acquire and/or dispose of securities of Blue
Moon or continue to hold its current position.
To obtain a copy of the early warning report to
be filed by Monial in connection with this press release, please
contact: Halvor Holta at +47 907 21 036. Monial’s address is Dicks
vei 12, N-1366 Lysaker, Norway.
Disclosure by Baker Steel Resources
Trust Limited
Upon completion of the Nussir Acquisition, on
February 26, 2025, Baker Steel Resources Trust Limited
(“BSRT”), a former shareholder of Nussir, was
issued 55,728,882 Blue Moon Shares, as a result of which BSRT is
now the beneficial owner of an aggregate of 57,895,552 Blue Moon
Shares, representing an ownership interest of 12.84% of the issued
and outstanding shares of Blue Moon. Prior to such issuance, BSRT
owned 216,667 Blue Moon Shares and 1,950,003 Subscription Receipts,
representing an ownership interest prior to completion of the
Acquisitions of 0.34% of the issued and outstanding shares of Blue
Moon. Completion of the Acquisitions (and conversion of the
Subscription Receipts owned by BSRT into Blue Moon Shares) resulted
in an increase by BSRT of 55,728,882 Blue Moon Shares, representing
12.36% of the issued and outstanding Blue Moon Shares. The
aggregate value of the Blue Moon Shares held by BSRT is
C$17,368,666 (or C$0.30 per Blue Moon Share, which is the
equivalent of NOK4.25 per share of Nussir, using the exchange rate
agreed by Nussir and Blue Moon of NOK1:C$0.1253). BSRT acquired the
Blue Moon Shares for investment purposes. Depending on market
conditions and other factors, BSRT may from time to time acquire
and/or dispose of securities of Blue Moon or continue to hold its
current position.
To obtain a copy of the early warning report to
be filed by BSRT in connection with this press release, please
contact: Tino Isnardi, +44 20 7389 0009.BSRT’s address id East
Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1
3PP.
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
uplisting of the Company to Tier 1; the escrow schedule applicable
to the Consideration Shares; the future contributions of the new
directors and officers; the vesting and exercise of the stock
options; the expected use of proceeds of the Financing; the
anticipated date for resumption of trading of the Blue Moon Shares;
the result of the appeal process for Nussir’s operating license;
the statements regarding the advancement of Blue Moon’s three
mining projects by the Company; and Blue Moon’s decision regarding
construction of its projects and the timing thereof.
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: that the
expectations regarding the new directors’ and officers’ future
contributions to the Company will not be realized; that the stock
options will not vest or be exercised; 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 director and
officer appointments, the stock option grant and the Financing and
their expected impact. Readers are cautioned that such information
may not be appropriate for other purposes.
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.
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