be reached. The facility would be subject to customary conditions precedent including completion of due diligence, satisfactory documentation, and final approvals by Hartree, amongst others.
Wheaton participated in the Concurrent Financing for C$4.95 million. In addition, an affiliate of Wheaton has acquired a corporate-wide right of first refusal ("ROFR") on any precious metals streams on Blue Moon's properties for C$50,000.
In addition to a C$4.2 million subscription in the Concurrent Financing, LNS has agreed to subscribe for another C$2.2 million of Blue Moon Shares upon two milestones, the first being the start of decline construction at the Nussir Property, and the second 10 months after the start of decline construction. The acquisition of these Blue Moon Shares is subject to approval of the TSXV. Nussir has entered into a mining contract with LNS for the Nussir Property for LNS to provide comprehensive services to the Company during construction and operations.
Disclosure by Monial AS and Baker Steel Trust Resources Limited
As a result of the signing of the Definitive Agreement in respect of the acquisition of the shares of Nussir (the "Nussir SPA"), Monial AS ("Monial"), an existing Nussir shareholder, will, on completion of the Nussir SPA, beneficially own and control 82,922,061 Blue Moon Shares, resulting in Monial having an ownership interest of 17.8% of the issued and outstanding shares of Blue Moon, on closing, and assuming an aggregate fundraising by Blue Moon of C$30,000,093. Prior to signing the Nussir SPA, Monial did not own or control any securities of Blue Moon. The aggregate value of the Blue Moon Shares to be issued to Monial on closing of the Nussir SPA is C$24,876,618 (or C$0.30 per Blue Moon Share, which is the equivalent of NOK4.25 per Nussir share to be purchased by Blue Moon, using the exchange rate in the Nussir SPA of NOK1:C$0.1253). Monial entered into the Nussir SPA to sell its Nussir shares to Blue Moon in exchange for Blue Moon Shares and to acquire 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.
As a result of the signing of the Nussir SPA, Baker Steel Resources Trust Limited ("BSRT"), an existing Nussir shareholder, will, on completion of the Nussir SPA, beneficially own and control 57,895,552 Blue Moon Shares, comprised of 55,728,882 Blue Moon Shares which it will receive as consideration under the Nussir SPA and 2,166,670 Unit Shares which it is subscribing for under the Concurrent Financing, resulting in BSRT having an aggregate ownership interest of 12.4% of the issued and outstanding shares of Blue Moon, on closing, and assuming an aggregate fundraising by Blue Moon of C$30,000,093. Prior to signing the Nussir SPA and the closing of the Concurrent Financing, BSRT did not own or control any securities of Blue Moon. The aggregate value of the Blue Moon Shares and Unit Shares to be issued to BSRT on closing of the Nussir SPA and closing of the Concurrent Financing is C$17,368,666 (or C$0.30 per Blue Moon Share or Unit Share, which is the equivalent of NOK4.25 per Nussir share to be purchased by Blue Moon, using the exchange rate in the Nussir SPA of NOK1:C$0.1253). BSRT entered into the Nussir SPA to sell its Nussir shares to Blue Moon in exchange for Blue Moon Shares and subscribed for Units under the Concurrent Financing 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 is East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3PP.
About Blue Moon
Blue Moon Metals is advancing its Blue Moon polymetallic deposit which contains zinc, gold, silver and copper. The property is well located with existing local infrastructure including paved highways three miles from site; a hydroelectric power generation facility a few miles from the site, a three-hour drive to the Oakland port and a four-hour drive to the service center of Reno. Zinc and copper are currently on the USGS list of metals critical to the US economy and national security. More information is available on the Company's website (www.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 relating to, among other things, the holdings of the existing Blue Moon, Nussir and NSG shareholders at closing of the Acquisitions; completion of the proposed Acquisitions and the expected timing thereof; the receipt of final TSXV acceptance in respect of the Concurrent Financing; the receipt of TSXV acceptance in all aspects in respect of the Acquisitions; that no single shareholder will own 20% of Blue Moon at closing of the Acquisitions; the publication of a maiden preliminary economic assessment on the Blue Moon Property and the timing thereof; the potential closing of additional tranches of the Concurrent Financing; the satisfaction of the Escrow Release Conditions; the conversion of the Subscription Receipts into Underlying Shares; the conversion of the Subscription Receipts and the anticipated timing thereof; the anticipated use of the proceeds from the Concurrent Financing; the availability of the Hartree Facility; the project financing package at Nussir and the timing thereof; the ROFR; LNS' right to subscribe for additional Blue Moon Shares; the completion of formal mining construction and operations contracts with LNS in respect of the NSG Property and the Blue Moon Property and the timing thereof; and the right to raise additional funds from Hartree. 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.
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. 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 expectations as of the date of this news release and are subject to change after such date. However, 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 Concurrent Financing and the Acquisitions referred to herein and their expected impact. Readers are cautioned that such information may not be appropriate for other purposes. Completion of the Acquisitions is subject to customary closing conditions, termination rights and other risks and uncertainties. Accordingly, there can be no assurance that the Acquisitions will occur, or that they will occur on the terms and conditions contemplated in this news release. The Acquisitions could be modified, restructured or terminated. There can also be no assurance that the strategic benefits expected to result from the Acquisitions will be fully realized. In addition, if the Acquisitions are not completed, and each of the parties continues as an independent entity, there are risks that the announcement of the Acquisitions and the dedication of substantial resources of each party to the completion of the Acquisitions could have an impact on such party's current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of such party.
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.
SOURCE Blue Moon Metals Inc.
View original content to download multimedia: http://www.newswire.ca/en/releases/archive/December2024/19/c0805.html
/CONTACT:
For further information: Blue Moon Metals Inc., Christian Kargl-Simard, President, CEO and Director, Phone: (416) 230 3440, Email: christian@bluemoonmetals.com
Copyright CNW Group 2024
(END) Dow Jones Newswires
December 19, 2024 15:31 ET (20:31 GMT)
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