Press Release: BLUE MOON METALS TO ACQUIRE TWO NORWEGIAN BROWNFIELD COPPER DISTRICTS FOR US$67.3M AND TO COMPLETE A MINIMUM C$30 MILLION EQUITY FINANCING

BLUE MOON METALS TO ACQUIRE TWO NORWEGIAN BROWNFIELD COPPER DISTRICTS FOR US$67.3M AND TO COMPLETE A MINIMUM C$30 MILLION EQUITY FINANCING

Canada NewsWire

TORONTO, Nov. 27, 2024

TORONTO, Nov. 27, 2024 /CNW/ - Blue Moon Metals Inc. ("Blue Moon") (TSXV: MOON) (OTCQB: BMOOF), Nussir ASA ("Nussir") and Nye Sulitjelma Gruver AS ("NSG") are pleased to announce that the parties have entered into separate binding letters of intent (respectively, the "Nussir LOI" and the "NSG LOI" and collectively the "LOIs"), each dated November 27, 2024, pursuant to which Blue Moon has agreed to acquire all of the issued and outstanding common shares of Nussir and NSG (respectively the "Nussir Transaction" and the "NSG Transaction" and collectively with the Concurrent Equity Financing as defined below, the "Transactions"). Both Nussir and NSG are private Norwegian companies with properties in northern Norway (the "Nussir Property" and the "NSG Property," respectively). Blue Moon is acquiring a 100% interest in Nussir for US$55.3M and a 100% interest in NSG for US$12M, both to be satisfied in common shares of Blue Moon (the "Blue Moon Shares") at a deemed price of C$0.30 per Blue Moon Share, which will be the same price per Subscription Receipt (as defined below) in the Concurrent Equity Financing (the "Blue Moon Deal Price"). NSG shareholders will also receive US$3M in cash milestone payments (the "Cash Milestone Payments") related to permitting for tailings discharge followed by receipt of the operating permit for the NSG Property.

Blue Moon will also complete a brokered private placement in tandem with the Nussir Transaction and the NSG Transaction at the Blue Moon Deal Price (the "Concurrent Equity Financing"). A maximum US$35.7M of new equity is being raised with the set minimum of US$21.4M by top tier global mining investors. More details on the Concurrent Equity Financing can be found below. Definitive agreements covering the Nussir Transaction and NSG Transaction will be executed at or prior to closing of the Concurrent Equity Financing. The implied equity value of the Transactions is approximately US$100 - $115 million on a fully-diluted in-the-money basis, with the range based on the low and high end of the Concurrent Equity Financing. At closing, existing Blue Moon, Nussir and NSG shareholders will own a minimum of 12%, 55% and 12%, respectively, of Blue Moon Shares outstanding on a fully-diluted in-the-money basis, assuming the low end of the Concurrent Equity Financing, or 10%, 48% and 10%, respectively, assuming the maximum proceeds are raised in the Concurrent Equity Financing. Some existing Blue Moon and Nussir shareholders will participate in the Concurrent Equity Financing and no one shareholder will own more than 20% of Blue Moon under any Concurrent Equity Financing scenario at closing. The transaction is subject to final acceptance by the TSX Venture Exchange ("TSXV"), as the Transactions are considered a "Reviewable Transaction" under the policies of the TSXV. As per TSXV requirements, trading of the Blue Moon Shares is halted and will remain halted until receipt of TSXV's approval of the Transactions, which is expected when a NI 43-101 technical report will be issued to Blue Moon on the Nussir Property, among other customary items. No vote of Blue Moon shareholders is anticipated, and closing is expected by the end of February 2025. Nussir shareholders are required to achieve 90.1% shareholder support, which is expected to be received by the time the Concurrent Equity Financing closes. NSG has shareholder approval from 100% of their shareholders. Nussir and NSG are arm's length parties to each other, and Blue Moon is an arm's length party to both of them. No finder's fees are being paid in connection with the Transactions, other than the fees payable to the Agents (as described below) in connection with the Concurrent Equity Financing.

Strategic Rationale for Blue Moon

   -- Provides immediate asset and geographic diversification with more 
      emphasis on near term copper: 
 
          -- Tier 1 jurisdiction covering all 3 projects; the United States and 
             Norway are members of the Minerals Security Partnership $(MSP)$, a 
             US collaboration initiative that aims to secure the supply of 
             critical raw materials including copper and zinc 
 
   -- Addition of the low-cost brownfield Nussir Property copper-silver-gold 
      mine is expected to significantly enhance Blue Moon's developing 
      production profile: 
 
          -- The Nussir Property is an underground development project with 
             existing critical infrastructure located next to property (access, 
             power, port, etc.). Open pit historical production was suspended 
             in the 1970s. The construction of a decline is expected to begin 
             in Q1-2025 
 
          -- Exploration ramp access is expected to start construction at both 
             the Blue Moon property (the "Blue Moon Property") and the NSG 
             Property in 2025 or 2026. Production last occurred in the 1940s at 
             the Blue Moon Property and in the early 1990s at the NSG Property 
 
   -- Existing Mineral Resources of: 
 
          -- Nussir Property(1) (2) 
 
                 -- Historical estimate of measured resources of 1.7 Mt at 
                    1.16% Cu, 0.22 g/t Au and 13.3 g/t Ag and indicated 
                    resources of 31.8 Mt at 1.09% Cu, 0.13 g/t Au and 12.6 g/t 
                    Ag 
 
                 -- Historical estimate of inferred resources of 33.4 Mt at 
                    1.16% Cu, 0.17 g/t Au and 16 g/t Ag 
 
          -- Blue Moon Property(3) 
 
                 -- Indicated resources of 3.51 MT at 6.14% Zn, 0.75% Cu, 1.54 
                    oz/T Ag, 0.05 oz/T Au and 0.24% Pb 
 
                 -- Inferred resources of 3.83 MT at 5.94% Zn, 0.59% Cu, 1.54 
                    oz/T Ag, 0.05 oz/T Au and 0.34% Pb 
 
          -- NSG Property(1)(4) 
 
                 -- Historical inferred resources of 29.4 Mt at 0.9% Cu and 
                    0.17% Zn. Gold, silver and sulfur were not assayed for, but 
                    are expected to form a credit in the future 
 
   -- All 3 projects have the potential to materially increase in size prior to 
      a final mill construction decision: 
 
          -- At the Nussir Property, Blue Moon is expecting to focus the next 
             18-months on 6 different opportunities aimed at increasing both 
             shear-hosted and sediment hosted resources through primarily 
             drilling from underground. Underground exploration potential is 
             considered to be high 
 
          -- At the Blue Moon Property, post maiden preliminary economic 
             assessment release, expected in Q1-2025 (see October 10, 2024 
             press release), Blue Moon expects to focus on drilling off the 
             existing volcanic massive sulphide resources with the aim of 
             upgrading to reserve status from underground, and extending the 
             deposit down dip. Underground exploration potential is considered 
             to be high 
 
          -- At the NSG Property, regional exploration activities through 
             underground tunnels will aim to expand on the significant 
             production history at multiple volcanic massive deposits between 
             1887 and 1991 
 
          -- Limited exploration dollars have been spent on all 3 projects for 
             decades, and Nussir and NSG have never been exposed to the public 
             markets 
 
   -- The metallurgical response to simple flotation at both the Nussir 
      Property and the Blue Moon Property is expected to be very positive 
 
   -- Available infrastructure  at all 3 projects with access to power, water, 
      ports and underground infrastructure 
 
   -- Blue Moon would anticipate that production decisions could be made once 
      all 3 projects have substantially tested their exploration potential, 
      from underground drilling, test mining, mineral sorting and by-product 
      credit market analysis. 
 
   -- Negligible royalties exist at Blue Moon, and 0.75% NSRs on both the 
      Nussir Property and NSG Property, and no streams nor off-takes have been 
      sold on any of the 3 projects. Precious metals are expected to contribute 
      over 20% to the NSR of both the Nussir Property and the Blue Moon 
      Property 
 
   -- Re-rating opportunity is expected to result from increased scale, 
      significantly enhanced growth profile and establishing a presence in an 
      emerging, mining-friendly jurisdiction. Key personnel from the principals 
      of Blue Moon will aim to build up a high-quality team to advance these 
      projects and to become a significant base metals mining company 

Blue Moon's CEO, Christian Kargl-Simard, said:

"This transaction will create a new copper-zinc development company located in Tier 1 jurisdictions, focused on critical metals for the western world. It presents the opportunity for us to leverage our technical expertise and strong access to capital markets to unlock value for all shareholders by advancing and developing multiple base metals projects. In a world where geopolitics and national security are front page topics in sourcing critical materials, we believe our foray into Europe and the United States is well timed. We plan on deploying the best available technologies on our projects and showing strong support for our communities and partner. First off though, it's time to show off results from the drill bit."

About the Nussir Property

(MORE TO FOLLOW) Dow Jones Newswires

November 27, 2024 13:59 ET (18:59 GMT)