Mr. Christian Kargl-Simard reports
BLUE MOON ANNOUNCES SALE OF BLUE MOON NORWAY TO ACG METALS LIMITED
Blue Moon Metals Inc. has entered into a definitive share purchase agreement with London Stock Exchange-listed ACG Metals Ltd. Under the terms of the agreement, ACG will acquire 100 per cent of the outstanding equity securities of Blue Moon Norway AS, which includes the construction-stage Nussir copper mine and the exploration-stage NSG property, in an all-share transaction valued at $220-million (U.S.), subject to customary adjustments. Blue Moon will receive ACG Class A ordinary shares, which will be issued at an implied value of 18.70 British pounds per share, based on the 30-day VWAP (volume-weighted average price) of the shares.
"The sale of Blue Moon Norway for equity consideration in ACG maintains our exposure to our assets while simultaneously streamlining our portfolio and eliminating the need to add debt or precious metal streams to our balance sheet," said Christian Kargl-Simard, Blue Moon's chief executive officer. "ACG's unsolicited approach has offered a compelling transaction which immediately recognizes value for our Norwegian assets, provides exposure to strong free cash flow from ACG's mines, while providing Blue Moon shareholders with the opportunity to participate in future ACG growth. We are pleased to maintain equity exposure for our shareholders to Blue Moon Norway and have full confidence in ACG's ability to complete the construction of the Nussir mine, with the goal of becoming a mid-tier diversified mining company. Meanwhile, the company's strong unlevered balance sheet will fund its four U.S. critical metals mines towards production, with shareholders having exposure to nine different commodities."
"ACG is very pleased to build upon Blue Moon's progress and excited to take the Nussir mine into its next phase -- production. We look forward to working together with Nussir's team and communities to fulfill our goals and commitments," said Artem Volynets, ACG's chairman and chief executive officer. "We also especially welcome Blue Moon shareholders to our register and to the fast-growing copper company with a vision to consolidate the sector."
Strategic rationale
By divesting Blue Moon Norway, the company achieves several important objectives:
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Crystallizes value: The transaction crystallizes value at an attractive valuation for Blue Moon Norway, while preserving continuing participation for Blue Moon shareholders.
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Continuing exposure to cash-flow-positive, European copper company: Blue Moon shareholders receive immediate exposure to a copper-producing, cash-flow-positive European growth company, leveraging ACG's mine building team while maintaining exposure to Blue Moon Norway and with a cost of capital substantially lower than Blue Moon's available facilities.
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Strategic refocus: The transaction cleanly repositions Blue Moon's portfolio to focus on the company's U.S. critical minerals assets, with the focus to put the Springer and Apex mines into production by the end of 2027.
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Diversified commodity exposure: Blue Moon will maintain exposure to nine different commodities, with an overall increase in exposure to precious metals and a slight decrease in exposure to copper, without any precious metals streams or hedging.
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Strengthened balance sheet: Blue Moon will repay the amounts drawn as part of the Nussir project finance package with Hartree Partners LP and Oaktree Capital Management at the closing of the transaction. Existing cash resources and undrawn financing commitments from The Elmet Group Co. are currently approximately $125-million (U.S.). All of the company's U.S. critical metals assets will be unencumbered by security interests.
Transaction details
Pursuant to the agreement, ACG will acquire Blue Moon Norway from Blue Moon for $220-million (U.S.) in shares, subject to postclosing net debt, working capital, intercompany and other customary adjustments. Any closing adjustments are to be settled in cash.
Blue Moon expects to receive approximately 8,853,632 ACG shares, representing 27.6-per-cent and 21.8-per-cent ACG ownership of on a basic and fully diluted basis, respectively. Blue Moon has agreed to a lock-up period of six months, during which time it will not sell shares of ACG unless mutually agreed. The parties will work together to distribute the shares to the shareholders of Blue Moon within 12 months of closing of the transaction.
Skott Mealer, Blue Moon's president and chief operating officer, is expected to join the ACG board as an observer upon closing of the transaction. The existing Blue Moon construction team in Norway will work with the incoming ACG construction team to ensure a smooth transition.
Closing of the transaction remains subject to customary closing conditions, including ACG shareholder approval; the approval of the TSX Venture Exchange, in the case of Blue Moon; and other customary approvals. In relation to ACG shareholder approval, 80.7 per cent of ACG shareholders have entered into irrevocable voting support agreements to vote in favour of the required resolutions, with 75.0 per cent required to pass the resolutions. Blue Moon shareholder approval will not be required. Subject to the satisfaction of these conditions, the transaction is anticipated to close by Nov. 30, 2026. This is an arm's-length transaction and no finders' fees are being paid. No concurrent financing is required by ACG to complete the transaction.
Board of directors recommendation and fairness opinion
After consultation with its outside financial and legal advisers, the board of directors of Blue Moon have unanimously approved the transaction.
ATB Cormark Capital Markets has provided a fairness opinion to the Blue Moon board of directors, to the effect that, as of the date thereof and based upon and subject to the assumptions, limitations and qualifications therein, the consideration to be received is fair, from a financial point of view, to Blue Moon.
Advisers and counsel
In connection with the transaction, Canaccord Genuity Corp. is acting as financial adviser to Blue Moon, with Bennett Jones LLP and Simonsen Vogt Wiig acting as legal advisers to Blue Moon.
About Blue Moon
Metals Inc.
Blue Moon is advancing six brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the NSG copper-zinc-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States, the Springer tungsten-molybdenum project in the United States, the Apex germanium-gallium-copper project in the United States and the Turner gold-copper-zinc-silver project in the United States. All six projects are well located with existing local infrastructure, including roads, power and historical infrastructure. Zinc, copper and tungsten are currently on the U.S. Geological Survey and European Union list of metals critical to the global economy and national security and germanium and gallium are also on the USGS list of critical metals. Major shareholders include Teck Resources Ltd., funds managed by Oaktree Capital Management, Hartree Partners, Wheaton Precious Metals, Altius Minerals Corp., Baker Steel Resources Trust, LNS and Monial.
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