UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 40-F
x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
¨ Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
| For the fiscal year ended | Commission File Number |
Blue Moon Metals Inc.
(Exact name of Registrant as specified in its charter)
| British Columbia, Canada | 1000 | 98-1903645 | ||
| (Province or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
220 Bay Street, Suite 550
Toronto, Ontario, M5J 2W4 Canada
(416) 230-3440
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(800) 221-0102
(Name, address (including zip code) and telephone
number (including area code) of agent for service in the
United States)
Copies to:
Mark D. Wood
Katten Muchin Rosenman LLP
525 W. Monroe Street
Chicago, IL 60661
(312) 902-5200
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Shares | BMM | The Nasdaq Stock Market LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
| ¨ Annual information form | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ¨ No ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨
EXPLANATORY NOTE
This Amendment No. 1 amends the Registration Statement on Form 40-F of Blue Moon Metals Inc., which was filed with the United States Securities and Exchange Commission on January 16, 2026 (the “Original Registration Statement” and, including any amendments thereto, the “Registration Statement”). This Amendment No. 1 is being filed solely to include certain additional exhibits with the Registration Statement that were too large to be filed with the Original Registration Statement. Other than as expressly set forth herein, this Amendment No. 1 does not, and does not purport to, amend, update, or restate the information in any item of the Original Registration Statement or reflect any events occurring.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
| BLUE MOON METALS INC. | |||
| By: | /s/ Christian Kargl-Simard | ||
| Name: | Christian Kargl-Simard | ||
| Title: | Chief Executive Officer and Director | ||
Date: January 16, 2026
EXHIBIT INDEX
The following documents are being filed with the SEC as Exhibits to this Registration Statement:
| Exhibit No. | Description | |
| 99.1* | Press release, filed on December 1, 2025, reporting significant development momentum on its Norwegian projects | |
| 99.2* | Interim financial statements, for the three and nine months ended September 30, 2025 and 2024, filed on November 19, 2025 | |
| 99.3* | Annual management’s discussion and analysis for the three and nine months ended September 30, 2025, filed on November 19, 2025 | |
| 99.4* | Certification of interim filings – F. Kwong, CFO (52-109FV2), filed on November 19, 2025 | |
| 99.5* | Certification of interim filings – C. Kargl-Simard, CEO (52-109FV2), filed on November 19, 2025 | |
| 99.6* | Press release, filed on November 13, 2025, announcing voting results from the annual and special meeting and welcoming new Norwegian-based board members | |
| 99.7* | Press release, filed on October 28, 2025, announcing the appointment of Katy Grant as Senior Vice President, Human Resources & Corporate Sustainability | |
| 99.8* | Management proxy materials, request for financial statements, filed on October 22, 2025 | |
| 99.9* | Form of Proxy, Annual General and Special Meeting to be held on Nov 13, 2025, filed on October 22, 2025 | |
| 99.10* | Notice of meeting, for the Annual General and Special Meeting to be held on November 13, 2025, filed on October 22, 2025 | |
| 99.11* | Management information circular, dated October 10, 2025, filed on October 22, 2025 | |
| 99.12* | Press release, filed on October 14, 2025, announcing the signing of an MOU to acquire the Springer Critical Metals Mine and processing plant in Nevada and intention to list on NASDAQ | |
| 99.13* | Press release, filed on October 6, 2025, announcing commencement of construction activities for the exploration decline at the Blue Moon Mine in Mariposa County, California | |
| 99.14* | Material change report, filed on October 6, 2025 | |
| 99.15* | Press release, filed on October 1, 2025, announcing the closing of a C$86.5 million bought-deal public offering | |
| 99.16* | Marketing materials related to the short form base shelf prospectus, dated September 25, 2025, filed on September 29, 2025 | |
| 99.17* | Prospectus supplement to the short form base shelf prospectus dated September 23, 2025, filed on September 26, 2025 | |
| 99.18* | Consent letter of underwriter's legal counsel, Blake, Cassels & Graydon LLP, filed on September 26, 2025 | |
| 99.19* | Consent letter of issuer's legal counsel, Bennett Jones LLP, filed on September 26, 2025 | |
| 99.20* | Underwriting agreement, dated September 26, 2025, filed on September 26, 2025 | |
| 99.21* | Press release, filed on September 25, 2025, announcing the upsize of the bought-deal public offering to C$75 million | |
| 99.22* | Press release, filed on September 24, 2025, announcing a C$60 million bought-deal public offering | |
| 99.23* | Business acquisition report, filed on September 23, 2025 | |
| 99.24* | Receipt of shelf prospectus (NI 44-102), filed on September 23, 2025 | |
| 99.25* | Consent letter of expert, A. Wheeler, filed on September 23, 2025 | |
| 99.26* | Consent letter of expert, C. Jacobs, filed on September 23, 2025 | |
| 99.27* | Consent letter of expert, J. Taylor, filed on September 23, 2025 | |
| 99.28* | Consent letter of expert, R. Gowans, filed on September 23, 2025 | |
| 99.29* | Undertaking re breakdown of sales and payment of fees (BC), filed on September 23, 2025 | |
| 99.30* | Consent letter of expert, A. J. San Martin, filed on September 23, 2025 | |
| 99.31* | Consent letter of expert, P. Szkilnyk, filed on September 23, 2025 | |
| 99.32* | Consent letter of expert, S. Wilson, filed on September 23, 2025 | |
| 99.33* | Final short form prospectus, filed on September 23, 2025 | |
| 99.34* | Non-issuer's submission to London, United Kingdom, jurisdiction and appointment of agent, Bennett Jones LLP, filed on September 23, 2025 | |
| 99.35* | Non-issuer's submission to Vestland, Norway, jurisdiction and appointment of agent, filed on September 23, 2025 | |
| 99.36* | Undertaking to file documents and material contracts, filed on September 23, 2025 | |
| 99.37* | Auditor's consent letter, KPMG AS, filed on September 23, 2025 | |
| 99.38* | Auditor's consent letter, Davidson & Company LLP, filed on September 23, 2025 | |
| 99.39* | Consent letter of issuer's legal counsel, filed on September 23, 2025 | |
| 99.40* | Notice of the meeting and record date, filed on September 15, 2025 | |
| 99.41* | Technical report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California (NI 43-101), filed on September 12, 2025 | |
| 99.42* | Consent of qualified person, A. Wheeler (NI 43-101), filed on September 12, 2025 | |
| 99.43* | Technical report on the mineral resources of the Sulitjelma Project, Norway (NI 43-101), filed on September 12, 2025 | |
| 99.44* | Annual information form for the financial year ended December 31, 2025, filed on September 12, 2025 | |
| 99.45* | Consent of qualified person, A. Wheeler (NI 43-101), filed on September 12, 2025 | |
| 99.46* | Technical report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway (NI 43-101), filed on September 12, 2025 | |
| 99.47* | Material change report, filed on September 12, 2025 | |
| 99.48* | Material document(s) (amended), filed on September 12, 2025 | |
| 99.49* | Report of exempt distribution excluding schedule 1 of Form 5, filed on September 12, 2025 | |
| 99.50* | Report of exempt distribution excluding schedule 1 of Form 5, filed on September 12, 2025 | |
| 99.51* | Consent of qualified person, P. Szkilnyk (NI 43-101), filed on September 12, 2025 | |
| 99.52* | Consent of qualified person, A. J. San Martin (NI 43-101), filed on September 12, 2025 | |
| 99.53* | Consent of qualified person, C. Jacobs (NI 43-101), filed on September 12, 2025 | |
| 99.54* | Consent of qualified person, R. Gowans (NI 43-101), filed on September 12, 2025 |
* Previously filed.
** Filed herewith.
Exhibit 99.60
Date: September 4, 2025
News Release: 25-20
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
|
Blue Moon Metals Announces Closing of US$5 Million Private Placement and Initial US$12.5 Million Draw Under Bridge Loan from Hartree/Oaktree to Advance Flagship Nussir Project in Norway
TORONTO, Ontario – September 4, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce that it has closed its previously announced US$5 million non-brokered private placement of common shares of the Company with Opps XII BL MN Holdings L.P. (“Oaktree”), a fund managed by Oaktree Capital Management, L.P. (the “Initial Equity Subscription”). This represents the first subscription of an equity commitment of up to US$20 million from funds managed by Oaktree Capital Management, L.P. and Hartree Partners, L.P. (“Hartree”). The common shares issued pursuant to the Initial Equity Subscription are subject to a hold period expiring four months and one day from the issue date in accordance with applicable Canadian securities laws.
The Company is also pleased to announce that it has received conditional approval from the TSX Venture Exchange (the “TSXV”) for the previously announced arm’s length bridge loan (the “Bridge Loan”) with Oaktree and Hartree (the “Lenders”, and each a “Lender”) and Nussir ASA, a 93.55% owned subsidiary of the Company and Keystone Mines Inc., a wholly owned subsidiary of the Company, as borrowers, and Blue Moon Norway AS and Repparfjord Eiendom AS, each a wholly owned subsidiary of the Company, as guarantors (collectively with the Company, the “Borrower Group Members”). Pursuant to the Bridge Loan, upon satisfaction of certain conditions precedent, the Company may draw two installments of US$12.5 million. No finders fees are payable in connection with the Bridge Loan and the terms of such Bridge Loan are substantially consistent with those disclosed in the Company’s news release dated August 19, 2025. As security for the Bridge Loan, the Borrower Group Members have granted the Lenders a security interest and a first-ranking lien over the assets comprising: (i) Nussir ASA’s advanced stage sediment hosted development copper-gold-silver project located in northern Norway (“Nussir”); and (ii) the polymetallic volcanogenic massive sulfide (VMS) deposit located in central California approximately 22 miles northeast of Merced and 120 miles east, southeast of San Francisco (the “Blue Moon Project”), subject only to permitted liens. In addition, the Company has granted the Lenders a security interest and a first-ranking lien over all of its present and after-acquired personal property, subject only to permitted liens. The Company has satisfied all conditions precedent to the first advance and has drawn US$12.5 million. Concurrent with the first draw-down under the Bridge Loan, the Company issued 1,045,000 common shares of the Company to Hartree, which common shares are subject to a hold period expiring four months and one day from the issue date in accordance with applicable Canadian securities laws.
These developments represent the first stages of a larger investment package (the “Investment Package”) which can provide for up to US$140 million of support for the continued development and construction the Company’s flagship, fully permitted Nussir Copper Project, located in Norway.
Highlights of the full Investment Package:
| · | US$25 million Bridge Loan – The Company has drawn US$12.5 million and may draw a second installment of US$12.5 million upon the satisfaction of certain standard conditions precedent to all advances, which conditions are substantially similar to those satisfied by the Company in connection with the first advance. |
| · | Up to US$20 million in equity – The Company has closed the Initial Equity Subscription for US$5 million with Oaktree. Pursuant to a non-binding follow on letter of intent, up to an additional US$15 million equity investment from funds managed by Oaktree Capital Management, L.P. and Hartree may be completed upon the occurrence of certain events and capped to maintain ownership below a 19.9% threshold between the Lenders and subject to certain closing conditions. The Initial Equity Subscription remains subject to the final approval of the TSXV. |
| · | Up to US$50 million Senior Secured Term Loan & US$70 million Redeemable Precious Metals Stream Agreement– Non-binding letter agreement signed; provides non-dilutive funding aligned with production, – available post-final investment decision, subject to customary milestones and closing conditions. |
Page 1 of 3
Date: September 4, 2025
News Release: 25-20
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
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The capital from the initial draw under the Bridge Loan and the Initial Equity Subscription will support key early works and pre-construction activities including detailed engineering, procurement of long-lead items, underground development, and operational readiness. The Bridge Loan is structured to provide working capital for Nussir and the Blue Moon Project. The US$50 million senior secured term loan and US$70 million redeemable precious metals stream is contemplated to be used for the completion of the Nussir project, following the satisfaction of certain defined conditions by March 31, 2026, including delivery of the previously announced Worley feasibility study targeted for February 2026.
Legal Counsel
Bennett Jones LLP is acting as legal counsel to the Company. Torys LLP is acting as legal counsel to Hartree/Oaktree.
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).
About Hartree
Hartree Partners, LP is a leading global merchant commodities firm. Formed in 1997, the firm focuses on identifying value in the production, refinement, transportation and consumption of tradable commodities including: electric power, natural gas, natural gas liquids, refined metals products, crude oil, fuel oil, freight, metals, minerals and ore, carbon, agriculture, soft commodities, and petrochemicals, among others. Hartree is owned by its founders, other senior members of management, and funds managed by Oaktree Capital Management, L.P. The firm currently employs over 4,500 employees across 54 global offices.
In metals, the firm is a leading global merchant of raw materials, ores and metals concentrates, ferrous products, refined metals and battery materials. Hartree’s Mine Finance & Investments division acts as a strategic capital partner, with a long-term perspective of creating value across development and operating situations.
About Oaktree Capital Management, L.P.
Oaktree Capital Management, L.P. is a leader among global investment managers specializing in alternative investments, with $209 billion in assets under management as of June 30, 2025. The firm emphasizes an opportunistic, value-oriented, and risk-controlled approach to investments in credit, equity, and real estate. The firm has more than 1,450 employees and offices in 26 cities worldwide. For additional information, please visit Oaktree Capital Management, L.P.’s website at www.oaktreecapital.com.
For further information:
Blue Moon Metals Inc.
Christian Kargl-Simard
CEO and Director
Phone: (416) 230 3440
Email: christian@bluemoonmetals.com
Page 2 of 3
Date: September 4, 2025
News Release: 25-20
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
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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.
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. Such factors include, among others, risks relating to the completion of the offering as planned, the final approval of the Bridge Loan and Initial Equity Subscription by the TSXV, and the intended use of the proceeds of the Investment Package. 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 Blue Moon and its 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.
Page 3 of 3
Exhibit 99.61
Form 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Christian Kargl-Simard, Chief Executive Officer of Blue Moon Metals Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together the “ interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended June 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 27, 2025
| Signed: “Christian Kargl-Simard” | |
| Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Nl 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.62
Form 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Frances Kwong, Chief Financial Officer of Blue Moon Metals Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended June 30, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: August 27, 2025
| Signed: “Frances Kwong” | |
| Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Nl 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.63

Blue Moon Metals Inc.
Unaudited Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(Expressed in Canadian dollars)
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Financial Position
(unaudited)
(Expressed in Canadian dollars)
| Note | June 30, 2025 | December 31, 2024 | |||||||||
| $ | $ | ||||||||||
| ASSETS | |||||||||||
| Cash | 13,815,796 | 3,001,720 | |||||||||
| Restricted Cash | - | 27,006,386 | |||||||||
| Other receivables and prepaid expenses | 7 | 4,564,282 | 251,802 | ||||||||
| Deferred share issuance costs | 10 | - | 417,101 | ||||||||
| Deferred acquisition costs | 3 | - | 527,744 | ||||||||
| Marketable securities | 5 | 510,000 | 467,500 | ||||||||
| CURRENT ASSETS | 19,135,846 | 31,672,253 | |||||||||
| Restricted cash | 245,768 | - | |||||||||
| Mineral properties, plant and equipment | 4 | 144,061,973 | 700,691 | ||||||||
| ASSETS | 163,197,819 | 32,372,944 | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable and accrued liabilities | 8 | 4,079,297 | 902,700 | ||||||||
| Deferred income | 112,584 | - | |||||||||
| Subscription receipts | 10 | - | 27,000,084 | ||||||||
| Other liabilities – current | 9 | 2,257,013 | 7,295 | ||||||||
| CURRENT LIABILITIES | 6,448,894 | 27,910,079 | |||||||||
| Other liabilities – non current | 26,928 | 6,079 | |||||||||
| LIABILITIES | 6,475,822 | 27,916,158 | |||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
| Share capital | 10 | 169,780,856 | 16,455,925 | ||||||||
| Contributed surplus | 2,401,938 | 1,714,965 | |||||||||
| Accumulated other comprehensive income | 124,648 | - | |||||||||
| Deficit | (21,234,570 | ) | (13,714,104 | ) | |||||||
| Equity attributable to Blue Moon Metals Inc shareholders | 151,072,872 | 4,456,786 | |||||||||
| Non-controlling interests | 5,649,124 | - | |||||||||
| SHAREHOLDERS’ EQUITY | 156,721,996 | 4,456,786 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | 163,197,818 | 32,372,944 | |||||||||
| Nature of operations and going concern | 1 | ||||||||||
| Commitments and contingencies | 17 | ||||||||||
| Subsequent events | 18 | ||||||||||
Approved by the Board of Directors on August 27, 2025
| /s/ Christian Kargl-Simard | /s/ Karin Thorburn | |
| Christian Kargl-Simard, Director | Karin Thorburn, Director |
| The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements | - 2 - |
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss
(unaudited)
(Expressed in Canadian dollars)
| Three months ended | Six months ended | ||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||
| Employee benefits | 456,375 | - | 733,898 | - | |||||||||||||||
| Professional and consulting fees | 921,576 | 26,666 | 1,077,227 | 36,297 | |||||||||||||||
| General exploration expenses | 6 | 3,899,331 | 57,688 | 4,644,408 | 68,016 | ||||||||||||||
| Filing and regulatory fees | 67,421 | 3,979 | 120,172 | 22,233 | |||||||||||||||
| General administrative costs | 45,912 | 2,276 | 87,141 | 6,439 | |||||||||||||||
| Share-based payments | 468,404 | 16,994 | 732,841 | 32,120 | |||||||||||||||
| Shareholder communication and travel | 118,891 | 900 | 224,835 | 7,795 | |||||||||||||||
| Depreciation | 4 | 509,157 | - | 509,537 | - | ||||||||||||||
| Foreign exchange loss | 24,751 | 95 | 16,525 | 44 | |||||||||||||||
| Interest expense | 7 | 546 | 45 | 2,172 | |||||||||||||||
| Interest income | (112,878 | ) | (3,436 | ) | (259,323 | ) | (7,392 | ) | |||||||||||
| Other income | (43,797 | ) | - | (58,016 | ) | - | |||||||||||||
| Fair value gain | 5 | (42,500 | ) | - | (42,500 | ) | - | ||||||||||||
| NET LOSS | 6,312,650 | 105,708 | 7,786,790 | 167,724 | |||||||||||||||
| NET LOSS ATTRIBUTABLE TO: | |||||||||||||||||||
| Blue Moon Metals Inc. shareholders | 6,097,407 | 105,708 | 7,520,466 | 167,724 | |||||||||||||||
| Non-controlling interests | 215,243 | - | 266,324 | - | |||||||||||||||
| Net loss | 6,312,650 | 105,708 | 7,786,790 | 167,724 | |||||||||||||||
| OTHER COMPREHENSIVE INCOME | |||||||||||||||||||
| Foreign currency translation differences | 21,089 | - | (124,648 | ) | - | ||||||||||||||
| TOTAL COMPREHENSIVE LOSS | 6,333,739 | 105,708 | 7,662,142 | 167,724 | |||||||||||||||
| Basic and diluted loss per common share attributable to Blue Moon Metals Inc. shareholders | 0.12 | 0.04 | 0.20 | 0.06 | |||||||||||||||
| Weighted average number of common shares outstanding – basic and diluted | 51,328,730 | 2,640,409 | 36,843,306 | 2,640,409 | |||||||||||||||
| The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements | - 3 - |
Blue Moon Metals Inc.
Condensed Interim Consolidated Statements of Cash Flows
(unaudited)
(Expressed in Canadian dollars)
| Six months ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | (7,786,790 | ) | (167,724 | ) | ||||
| Items not affecting cash | ||||||||
| Share-based payments | 732,841 | 32,120 | ||||||
| Depreciation | 509,536 | - | ||||||
| Recognition of deferred income | (58,016 | ) | - | |||||
| Foreign exchange loss | 16,525 | - | ||||||
| Unrealized gain on marketable securities | (42,500 | ) | - | |||||
| Change in non-cash working capital items | (1,261,066 | ) | (6,496 | ) | ||||
| CASH USED IN OPERATING ACTIVITIES | (7,889,470 | ) | (142,100 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Transaction costs to acquire mineral properties | (3,870,380 | ) | - | |||||
| Acquisition of REAS, net of cash acquired | (11,042,287 | ) | - | |||||
| Cash acquired in Nussir | 792,997 | - | ||||||
| Cash acquired in NSG | 9,611 | - | ||||||
| CASH USED IN INVESTING ACTIVITIES | (14,110,059 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Net proceeds from issuance of shares | 6,083,002 | - | ||||||
| Repayment of loan | - | (65,000 | ) | |||||
| Interest paid on loan | - | (1,626 | ) | |||||
| CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES | 6,083,002 | (66,626 | ) | |||||
| Effect of foreign exchange on cash balances | (30,015 | ) | - | |||||
| CHANGE IN CASH AND RESTRICTED CASH | (15,946,542 | ) | (208,726 | ) | ||||
| Cash and restricted cash – beginning | 30,008,106 | 355,343 | ||||||
| CASH AND RESTRICTED CASH - ENDING | 14,061,564 | 146,617 | ||||||
Supplemental disclosure with respect to cash flow information (Note 14)
| The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements | - 4 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| Accumulated | ||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||
| Number of | Share | Contributed | Comprehensive | Non-controlling | Shareholders’ | |||||||||||||||||||||||||
| Note | Shares | Capital | Surplus | Income | Deficit | interests | Equity | |||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| DECEMBER 31, 2023 | 2,640,409 | 12,525,301 | 1,574,516 | - | (13,218,348 | ) | - | 881,469 | ||||||||||||||||||||||
| Share-based compensation | - | - | 32,120 | - | - | - | 32,120 | |||||||||||||||||||||||
| Loss and comprehensive loss | - | - | - | - | (167,724 | ) | - | (167,724 | ) | |||||||||||||||||||||
| JUNE 30, 2024 | 2,640,409 | 12,525,301 | 1,606,636 | - | (13,386,072 | ) | - | 745,865 | ||||||||||||||||||||||
| Private placement | 3,640,003 | 3,924,009 | - | - | - | - | 3,924,009 | |||||||||||||||||||||||
| Private placement issuance costs | - | (59,299 | ) | - | - | - | - | (59,299 | ) | |||||||||||||||||||||
| Option exercise | 45,000 | 65,914 | (20,914 | ) | - | - | - | 45,000 | ||||||||||||||||||||||
| Share-based compensation | - | - | 129,243 | - | - | - | 129,243 | |||||||||||||||||||||||
| Loss and comprehensive loss | - | - | - | - | (328,032 | ) | - | (328,032 | ) | |||||||||||||||||||||
| DECEMBER 31, 2024 | 6,325,412 | 16,455,925 | 1,714,965 | - | (13,714,104 | ) | - | 4,456,786 | ||||||||||||||||||||||
| Conversion of subscription receipt | 10 | 9,000,035 | 27,000,084 | - | - | - | - | 27,000,084 | ||||||||||||||||||||||
| Private placements | 10 | 2,174,493 | 6,523,479 | - | - | - | - | 6,523,479 | ||||||||||||||||||||||
| Share issuance costs | - | (849,461 | ) | - | - | - | - | (849,461 | ) | |||||||||||||||||||||
| Nussir acquisition | 3a | 24,168,149 | 85,796,930 | - | - | - | 5,915,448 | 91,712,378 | ||||||||||||||||||||||
| NSG acquisition | 3b | 5,608,000 | 19,908,399 | - | - | - | - | 19,908,399 | ||||||||||||||||||||||
| REAS acquisition | 3c | 4,210,000 | 14,945,500 | - | - | - | - | 14,945,500 | ||||||||||||||||||||||
| Share-based compensation | - | - | 686,973 | - | - | - | 686,973 | |||||||||||||||||||||||
| Net loss | - | - | - | - | (7,520,466 | ) | (266,324 | ) | (7,786,790 | ) | ||||||||||||||||||||
| Other comprehensive income | - | - | - | 124,648 | - | - | 124,648 | |||||||||||||||||||||||
| JUNE 30, 2025 | 51,486,089 | 169,780,856 | 2,401,938 | 124,648 | (21,234,570 | ) | 5,649,124 | 156,721,996 | ||||||||||||||||||||||
| The accompanying notes are an integral part of these condensed unaudited interim consolidated financial statements | - 5 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
| a) | Nature of Operations |
Blue Moon Metals Inc. (“Blue Moon” or the “Company”) is an exploration stage company which is focused on the exploration and development of mineral resource properties.
The Company was incorporated on January 15, 2007 under British Columbia’s Business Corporations Act. Its registered office is at 2700-1133 Melville Street, Vancouver BC V6E 4E5 and its head office is at 550-220 Bay Street, Toronto, Ontario, M5J 2W4.
The Company owns the zinc-silver-gold-copper Blue Moon project in California through its wholly owned subsidiary Keystone Mines Inc. (“Keystone Mines”), the Nussir copper-gold-silver property (“Nussir Project”) in Norway through its 93.55% owned subsidiary Nussir ASA (“Nussir”), and the Sulitjelma copper-zinc property (“Sulitjelma Project”) in Norway through its wholly owned subsidiary Nye Sulitjelma Gruver SA (“NSG”). See note 3 for more details.
On March 14, 2025, the Company completed a 10:1 share consolidation. All references to the number of shares and per share amounts have been retroactively restated to reflect the consolidation.
These financial statements were approved for issue by the Company’s Board of Directors on August 27, 2025.
| b) | Going Concern |
The nature of the Company’s operations requires significant expenditures for the acquisition, exploration, and evaluation of mineral properties. To date, the Company has not received any revenue from mining operations and is considered to be in the advanced exploration stage. The Company’s operations have been primarily funded from equity financings. The Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, and operations.
These unaudited condensed interim consolidated financial statements have been prepared using IFRS® Accounting Standards applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from equity transactions or through other arrangements. The Company has been successful in securing financing in the past, but there can be no assurance that it will be able to do so in the future. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.
These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumptions deemed to be inappropriate. These adjustments could be material.
| - 6 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 2. | BASIS OF PRESENTATION AND SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Basis of Presentation |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS® as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) as applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the years ended December 31, 2024 and 2023, which have been prepared in accordance with IFRS Accounting Standards.
The Company’s presentation currency is Canadian (“C$”) dollars. Reference herein of $ or C$ is to Canadian Dollars. US$ is to United States Dollars and NOK is to Norwegian Krone.
The functional currency of the parent company and the Keystone Mines is Canadian dollars. The functional currency of the Company’s Norwegian subsidiaries, acquired during the first quarter, is Norwegian Krone. These entities are translated into Canadian dollars for consolidation in accordance with IAS 21.
Balance sheet items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
| b) | Material Accounting Policies |
Acquisition of Norwegian properties
Management determined that the Company’s acquisition of Nussir, NSG and Repparfjord Eiendom AS (“REAS”), did not meet the definition of a business combination under IFRS 3 and each transaction was accounted for as an asset acquisition. In each case, the fair value of the consideration transferred was determined to be the most reliable basis to value the transaction.
This conclusion was based on an assessment under both IFRS 3 and IFRS 10. Management applied the optional concentration test under IFRS 3, which was met in all cases. For the Nussir and NSG acquisitions, substantially all of the fair value of the gross assets acquired were concentrated in the mineral properties. In the case of REAS, which has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land, the concentration was primarily in the property, plant and equipment. The land covered by the ground lease agreement is the proposed process plant site for the Nussir project. The REAS agreement is renewable and it is the intention of the Company to renew it for the life of mine of the Nussir project. The allocation of consideration was performed on a proportionate basis using relative fair values of the individually identifiable acquired assets. Additionally, control indicators under IFRS 10 were evaluated, including the ability to direct relevant activities and the sequencing of transactions. Blue Moon retained control over the strategy, financing and operations of the combined assets throughout. Accordingly, the acquisitions have been accounted for as an asset acquisition in accordance with IFRS 2 – Share-based Payment.
| - 7 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| c) | Significant Judgements and Estimates in Applying the Company’s Accounting Policies |
Significant Judgments
The preparation of these unaudited condensed interim consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern: The assumption of the going concern of the Company as discussed in Note 1(b) above.
Reverse Acquisition Assessment
The Company completed multiple acquisitions during the period and assessed whether any constituted a reverse acquisition under IFRS 3, considering control indicators under both IFRS 3 and IFRS 10. This involved an evaluation of control, including an assessment of the relative voting rights in the combined entity, board and management composition and relative decision-making power over relevant activities. Management concluded that none of the transactions met the criteria for a reverse acquisition and the Company remained the accounting acquirer in all cases.
Measurement of Fair Values at Acquisition Date
In accounting for the acquisitions of Nussir, NSG and REAS, significant judgement was exercised in determining the relative fair values of the identifiable assets acquired and liabilities assumed. The Company applied the relative fair value method to allocate the purchase consideration to property, plant and equipment and mineral properties. The excess of the consideration paid for the identifiable assets and liabilities acquired for the Nussir and NSG projects was attributed to the mineral properties, and in the case of REAS, the fair value of the purchase price was proportionately allocated to the values of the individual identifiable asset as property, plant and equipment. The determination of the relative fair values requires significant judgments on the current asset values, future production profile, metal prices, discount rates, and exchange rates. Changes in assumptions or estimates could affect the relative fair value of the assets acquired and liabilities assumed in the purchase price allocation.
Recoverability of Asset Carrying Values
The Company assesses its property, plant and equipment for impairments if there are events or changes in circumstances that indicate that carrying values may not be recoverable at each statement of financial position date. Such indicators include changes in the Company’s business plans, changes in the market and evidence of physical damage.
Determination as to whether and how much an asset is impaired involves management’s judgement on highly uncertain matters such as estimates of project future production, estimated quantities of mineral reserves and resources, expected future production costs, and discount rates.
| - 8 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
Valuation of Exploration and Evaluation Assets
The carrying amount of the Company’s exploration and evaluation assets properties does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.
Estimations and Assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i) Share-based Payments
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.
ii) Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
| - 9 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
New standards and interpretations not yet adopted
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 introduces a revised structure for the income statement, requiring presentation of income and expenses within operating, investing and financing categories and mandating specified subtotals. It also sets disclosure requirements for management-defined performance measures and provides enhanced guidance on aggregation and disaggregation in the financial statements and notes.
IFRS 18 does not change the recognition or measurement of items, nor the classification of items within other comprehensive income. It is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required and early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify classification, measurement and disclosure requirements for financial instruments. The updates address the derecognition of financial liabilities settled electronically and provide guidance on assessing contractual cash flows for features such as ESG-linked terms under the solely payments of principal and interest criterion. New disclosure requirements were also introduced for contingent features and equity instruments designated at fair value through other comprehensive income.
In December 2024, further amendments were issued relating to contracts referencing nature-dependent electricity. These clarify the ‘own-use’ exception, cash flow hedge accounting and introduce new disclosure requirements.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Company is evaluating the impact of these amendments on its consolidated financial statements.
| - 10 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 3. | ACQUISITION OF NORWEGIAN ASSETS |
| a) | Nussir |
On February 26, 2025, the Company closed the acquisition of Nussir, which owns the Nussir Project, for a purchase price of $89,940,936. On closing, the Company issued 24,168,149 common shares in the Company to the shareholders of Nussir for 93.55% of the issued and outstanding shares of Nussir.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Nussir brownfield property and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
| Fair value of 24,168,149 common shares issued by the Company (i) | $ | 85,796,930 | ||
| Transaction costs | 4,144,006 | |||
| Total purchase price | $ | 89,940,936 |
Assets acquired and liabilities assumed:
| Cash | $ | 792,997 | ||
| Other receivables and prepaid expenses | 39,423 | |||
| Mineral properties | 95,222,303 | |||
| Total assets | 96,054,723 | |||
| Accounts payable and accrued liabilities | (177,125 | ) | ||
| Other liabilities – current | (21,214 | ) | ||
| Total liabilities | (198,338 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 95,856,384 | ||
| Less: Non-controlling interests | 5,915,448 | |||
| Blue Moon’s 93.55% share of Nussir | $ | 89,940,936 |
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on February 26, 2025 (Note 10). |
The Company used the proportionate method in measuring non-controlling interests at the acquisition date. No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| b) | NSG |
On February 26, 2025, the Company closed the acquisition of NSG, which owns the Sulitjema Project, for a purchase price of $20,148,644. On closing, the Company issued 5,608,000 common shares in the Company to the shareholders of NSG for 100% of the issued and outstanding shares of NSG.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Sulitjelma brownfield property and therefore accounted for the transaction as an asset acquisition.
| - 11 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
The purchase price is as follows:
| Fair value of 5,608,000 common shares issued by the Company (i) | $ | 19,908,399 | ||
| Transaction costs | 240,245 | |||
| Total purchase price | $ | 20,148,644 |
Assets acquired and liabilities assumed:
| Cash | $ | 9,611 | ||
| Other receivables and prepaid expenses | 20,941 | |||
| Mineral properties | 20,151,896 | |||
| Total assets | 20,182,448 | |||
| Accounts payable and accrued liabilities | (31,232 | ) | ||
| Other liabilities – current | (2,572 | ) | ||
| Total liabilities | (33,804 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 20,148,644 |
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on February 26, 2025 (Note 10). |
As part of the NSG acquisition, the Company may be required to make future milestone payments contingent upon the achievement of certain development and permitting events. These payments were not recognized as liabilities at the acquisition date as the underlying conditions had not been met and the probability and timing of the payments could not be reliably measured. The Company will reassess the contingent amounts in future periods as project milestones are progressed.
No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| c) | REAS |
On March 6, 2025, the Company closed the acquisition of REAS from Wergeland Eiendom AS (“WG”) for a purchase price of $26,172,452. On closing, the Company issued 4,210,000 common shares in the Company and $11,006,855 in cash to WG.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Øyen industrial land and its infrastructure and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
| Cash consideration | $ | 11,006,855 | ||
| Fair value of 4,210,000 common shares issued by the Company (i) | 14,945,500 | |||
| Transaction costs | 220,097 | |||
| Total purchase price | $ | 26,172,452 |
| - 12 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
Assets acquired and liabilities assumed:
| Cash | $ | 184,665 | ||
| Other receivables and prepaid expenses | 254,236 | |||
| Property, plant and equipment | 28,350,863 | |||
| Total assets | 28,789,764 | |||
| Accounts payable and accrued liabilities | (67,844 | ) | ||
| Deferred income | (367 | ) | ||
| Other liabilities – current | (2,549,101 | ) | ||
| Total liabilities | (2,617,312 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 26,172,452 |
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on March 7, 2025 (Note 10). |
No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| 4. | MINERAL PROPERTIES, PLANT AND EQUIPMENT |
Mineral properties, plant and equipment are comprised of the following:
| Mineral | Property, Plant | |||||||||||
| Properties | and Equipment | Total | ||||||||||
| $ | $ | $ | ||||||||||
| Cost | ||||||||||||
| As at January 1, 2024 | 698,007 | - | 698,007 | |||||||||
| Additions | - | 5,706 | 5,706 | |||||||||
| As at December 31, 2024 | 698,007 | 5,706 | 703,713 | |||||||||
| Nussir acquisition (Note 3a) | 95,222,303 | - | 95,222,303 | |||||||||
| NSG acquisition (Note 3b) | 20,151,896 | - | 20,151,896 | |||||||||
| REAS acquisition (Note 3c) | - | 28,350,864 | 28,350,864 | |||||||||
| Additions | - | 13,872 | 13,872 | |||||||||
| Effects of foreign exchange | 130,009 | 1,875 | 131,884 | |||||||||
| As at June 30, 2025 | 116,202,215 | 28,372,317 | 144,574,532 | |||||||||
| Accumulated depreciation, depletion and amortization | ||||||||||||
| As at January 1, 2024 | - | - | - | |||||||||
| Depreciation | - | 3,022 | 3,022 | |||||||||
| As at December 31, 2024 | - | 3,022 | 3,022 | |||||||||
| Depreciation | - | 509,537 | 509,537 | |||||||||
| As at June 30, 2025 | - | 512,559 | 512,559 | |||||||||
| Net book value | ||||||||||||
| As at December 31, 2024 | 698,007 | 2,684 | 700,691 | |||||||||
| As at June 30, 2025 | 116,202,215 | 27,859,758 | 144,061,973 | |||||||||
| - 13 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
During the first quarter of 2025, the Company completed the acquisitions of Nussir, NSG and REAS (Note 3). As a result, the following amounts were recognized:
Nussir
Acquired $95.2 million in mineral properties, plant and equipment, which included $4.1 million of transaction costs directly related to the acquisition were capitalized to mineral properties.
NSG
Acquired $20.2 million in mineral properties, plant and equipment, which included $0.2 million of transaction costs directly related to the acquisition were capitalized to mineral properties.
REAS
Acquired $28.4 million in property, plant and equipment, which included $0.2 million of transactions costs directly related to the acquisition were capitalized to property, plant and equipment. The Company also recognized a right-of-use (“ROU”) asset of $26.9 million relating to the Øyen industrial land. The ROU asset has been capitalized within property, plant and equipment and amortized over its estimated useful life, consistent with the underlying use of the leased property. No corresponding lease liability has been recognized in respect of the Øyen industrial land, as the arrangement represents a favourable lease. The related lease payments are immaterial.
The following table summarizes the Company’s leases, which currently consist solely of the lease for the Øyen industrial land and the movement of the related ROU asset within property, plant and equipment.
| Net book value | ||||
| $ | ||||
| As at December 31, 2024 | - | |||
| REAS Acquisition | 26,900,000 | |||
| Depreciation | 485,664 | |||
| As at June 30, 2025 | 26,414,336 | |||
| 5. | MARKETABLE SECURITIES |
As at June 30, 2025, the Company held 4,250,000 common shares of Honey Badger Silver Inc. (TSXV: TUF), received in connection with the disposition of a mineral property in 2024. The investment is classified as a financial asset measured as fair value through profit or loss. The fair value of the shares was $510,000 based on the closing market price at period end. During the six months ended June 30, 2025, a fair value gain of $42,500 was recorded.
| - 14 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 6. | GENERAL EXPLORATION EXPENSES |
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Claims costs | 37,914 | - | 47,763 | 8,978 | ||||||||||||
| Camp operations | 1,086,589 | 10,328 | 1,321,046 | 44,785 | ||||||||||||
| Development and site preparation | 2,082,842 | - | 2,082,842 | - | ||||||||||||
| Engineering studies | 566,611 | - | 948,762 | - | ||||||||||||
| Prospecting and geology | 10,685 | - | 26,874 | 14,253 | ||||||||||||
| Permitting | 114,690 | - | 217,121 | - | ||||||||||||
| TOTAL | 3,899,331 | 10,328 | 4,644,408 | 68,016 | ||||||||||||
| 7. | OTHER RECEIVABLES AND PREPAID EXPENSES |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Supplier advance | 3,918,668 | 50,000 | ||||||
| Value added tax receivable | 464,347 | 41,139 | ||||||
| Prepaid expenses | 169,703 | - | ||||||
| Other receivables | 11,564 | 160,663 | ||||||
| TOTAL | 4,564,282 | 251,802 | ||||||
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Accounts payable | 1,527,526 | 400,891 | ||||||
| Accrued liabilities and other | 2,551,771 | 501,809 | ||||||
| TOTAL | 4,079,297 | 902,700 | ||||||
| - 15 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 9. | OTHER LIABILITIES - CURRENT |
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| $ | $ | |||||||
| Provision – Port of Hammerfest claim | 2,069,568 | - | ||||||
| Other | 187,445 | 7,295 | ||||||
| TOTAL | 2,257,013 | 7,295 | ||||||
REAS is subject to a claim from Hammerfest Havn KF, relating to historical quay usage and maintenance. The Company disputes the basis of the claim and has received external legal advice supporting parts of the claim. As at June 30, 2025 a provision of $2,069,568 (NOK 15.4 million) remains on the statement of financial position.
| 10. | SHARE CAPITAL |
| a) | Authorized share capital |
Authorized share capital consists of an unlimited number of common shares without par value, unlimited Class “A” preferred shares with par value of $10 per share, and unlimited Class “B” preferred shares without par value. No preferred shares have been issued.
| b) | Common shares |
The following shows the Corporation’s issued and outstanding common shares and the prices at which the shares are issued.
| Number of | ||||||||
| Common | Weighted Average | |||||||
| Shares | Share Price | |||||||
| Balance as at January 1, 2024 | 2,640,409 | |||||||
| Shares issued under private placement | 2,640,000 | $ | 0.35 | |||||
| Unit Shares issued under Concurrent Offering | 1,000,003 | $ | 3.00 | |||||
| Shares issued on exercise of options | 45,000 | $ | 1.00 | |||||
| Balance as at December 31, 2024 | 6,325,412 | |||||||
| Conversion of subscription receipts | 9,000,035 | $ | 3.00 | |||||
| Shares issued under private placement | 2,174,493 | $ | 3.00 | |||||
| Nussir acquisition | 24,168,149 | $ | 3.55 | |||||
| NSG acquisition | 5,608,000 | $ | 3.55 | |||||
| REAS acquisition | 4,210,000 | $ | 3.55 | |||||
| Balance as at June 30, 2025 | 51,486,089 | |||||||
| - 16 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| i. | Acquisitions |
On February 26, 2025, the Company closed the acquisitions of Nussir and NSG (Note 3) and issued 24,168,149 and 5,608,000 shares respectively at a price of $3.55 per common share.
On March 6, 2025, the Company closed the acquisition of REAS (Note 3) and issued 4,210,000 shares at a price of $3.55 per common share.
| ii. | Financing |
On May 8, 2025, the Company issued 376,833 shares at a price of $3.00 per share to Leonard Nilsen & Sønner AS (“LNS”) for gross proceeds of $1,130,499. The subscription formed part of the follow-on equity investment originally agreed to on December 19, 2024 and was triggered upon the Company achieving the first milestone - the LNS underground mobilization at Nussir.
On February 26, 2025, on closing of the Nussir and NSG transactions, 9,000,028 Subscription Receipts, issued as part of the December 19, 2024 unit financing were automatically converted into 9,000,035 common shares of the Company without payment of additional consideration (rounding due to the 10:1 share consolidation).
On February 26, 2025, the Company issued 47,660 shares at a price of $3.00 per common share for gross proceeds of $142,980.
On March 7, 2025, the Company closed the second tranche of financing from Hartree Partners LP (“Hartree”) in connection with the Nussir and NSG Transactions. Hartree purchased 1,750,000 shares at a price of $3.00 per share for total gross proceeds of $5,250,000.
On December 19, 2024, the Company completed a brokered unit financing in connection with the Nussir and NSG transactions, issuing 1,000,003 units at $30.00 per common share and nine subscription units. Proceeds of $3.0 million related to the common shares were released at closing, while $27.0 million related to the subscription units was held in escrow until converted into common shares on February 26, 2025. Share issuance costs of $44,679 were recorded in Q4 2024, and deferred share issuance costs of $417,101 were reclassified to equity in the first quarter upon conversion.
On August 30, 2024, the Company issued 2,640,000 shares at a price of $0.35 per common share for gross proceeds of $924,000.
| - 17 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 11. | WARRANTS, STOCK OPTIONS, RESTRICTED STOCK UNITS (“RSUS”), AND DEFERRED STOCK UNITS (“DSUS”) |
| a) | Warrants |
The following table summarizes the Company’s outstanding warrants and the changes during the period ended June 30, 2025.
| Weighted Average | ||||||||
| Warrants | Exercise Price | |||||||
| Balance as at January 1, 2024 | 196,380 | $ | 12.00 | |||||
| Expired unexercised | (196,380 | ) | - | |||||
| Balance as at December 31, 2024 and June 30, 2025 | - | - | ||||||
| b) | Stock options |
The following table summarizes the stock option activity for the period:
| Number of | Weighted average | |||||||
| Stock options | exercise price | |||||||
| Balance as at January 1, 2024 | 39,500 | $ | 5.23 | |||||
| Granted | 235,000 | $ | 2.17 | |||||
| Exercised | (45,000 | ) | $ | 1.00 | ||||
| Expired, unexercised | (48,000 | ) | $ | 3.52 | ||||
| Balance as at December 31, 2024 | 181,500 | $ | 2.77 | |||||
| Granted | 359,000 | $ | 3.61 | |||||
| Balance as at June 30, 2025 | 540,500 | $ | 3.33 | |||||
Stock options outstanding and exercisable are as follows:
| Number of | Average remaining | |||||||||||||||
| Stock options | contractual life | Number of stock | ||||||||||||||
| Expiry Date | Exercise Price | outstanding | (years) | options exercisable | ||||||||||||
| September 30, 2025 | $ | 5.00 | 11,500 | 0.25 | 11,500 | |||||||||||
| January 9, 2029 | $ | 1.00 | 55,000 | 3.53 | 36,666 | |||||||||||
| November 1, 2029 | $ | 3.40 | 115,000 | 4.34 | - | |||||||||||
| February 26, 2030 | $ | 3.55 | 275,000 | 4.66 | - | |||||||||||
| April 21, 2030 | $ | 4.10 | 60,000 | 4.81 | - | |||||||||||
| May 8, 2030 | $ | 3.00 | 24,000 | 4.86 | - | |||||||||||
| June 30, 2025 | 540,500 | 4.41 | 48,166 | |||||||||||||
| - 18 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
During the six months ended June 30, 2025, the Corporation recorded share-based compensation expense of $356,408 (six months ended June 30, 2024: $32,120) relating to stock options. 359,000 options were granted during the six months ended June 30, 2025 (six months ended June 30, 2024: 120,000).The options granted to date vest over a three-year period.
The weighted-average fair value of stock options granted during the six months ended June 30, 2025, was estimated on the dates of grant to be $3.55 per option granted using the Black-Scholes option pricing model with the following assumptions:
| Six months ended June 30, | 2025 | 2024 | ||||||
| Expected life (years) | 5.0 | 3.0 | ||||||
| Risk-free interest rate (%) | 2.6 | 3.77 | ||||||
| Expected volatility (%) | 214 | 120 | ||||||
| Expected dividend yield (%) | - | - | ||||||
| Expected forfeitures (%) | - | - | ||||||
| c) | RSUs |
The following table summarizes the RSU activity for the period:
| Weighted | ||||||||
| Number of | Average Value at | |||||||
| RSUs | Date of Grant | |||||||
| Balance as at January 1, 2024 | - | $ | - | |||||
| Granted | 37,500 | 3.40 | ||||||
| Balance as at December 31, 2024 | 37,500 | $ | 3.40 | |||||
| Granted | 25,000 | 3.95 | ||||||
| Balance as at June 30, 2025 | 62,500 | $ | 3.62 | |||||
Under the Corporation’s Plan, RSUs are granted to employees, directors and non-employees as approved by the Corporation’s Board of Directors. Each RSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Corporation. RSUs granted to date vest over a period of three years. None of the RSUs granted have vested as of June 30, 2025.
On November 1, 2024, 37,500 RSUs were granted. On April 21, 2025, an additional 25,000 RSUs were granted. As the Company intends to settle in cash, the cost of the RSUs is recognized as an other liability in the statement of financial position and as an expense over the vesting period in the consolidated statements of loss. The liability is re-measured to fair value at each reporting date with changes in fair value recognized in the consolidated statements of loss. A total of 62,500 RSUs were outstanding as at June 30, 2025 (2024: NIL)
During the six months ended June 30, 2025, an amount of $45,867 (six months ended June 30, 2024: $NIL) was recorded in stock-based compensation expense.
| - 19 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| d) | DSUs |
The following table summarizes the DSU activity for the period:
| Weighted | ||||||||
| Number of | Average Value at | |||||||
| DSUs | Date of Grant | |||||||
| Balance as at January 1, 2024 | - | $ | - | |||||
| Granted | 140,000 | 3.40 | ||||||
| Balance as at December 31, 2024 | 140,000 | $ | 3.40 | |||||
| Granted | 84,506 | 3.55 | ||||||
| Balance as at June 30, 2025 | 224,506 | $ | 3.46 | |||||
Under the Corporation’s Plan, DSUs are granted to directors as approved by the Corporation’s Board of Directors. Each DSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and is settled in common shares of the Corporation. DSUs granted to date vest over a period of one year. None of the DSUs granted have vested as of June 30, 2025.
On March 7, 2024, 84,506 DSUs were granted. As the Company intends to equity settle the awards, the cost of the DSUs is recognized as a component of contributed surplus in the statement of financial position and as an expense in the consolidated statements of loss. The fair value is not remeasured after the grant date. During the six months ended June 30, 2025, an amount of $330,566 (six months ended June 30, 2024: $NIL) relating to DSUs on grant date was recorded in stock-based compensation expense.
| 12. | RELATED PARTY TRANSACTIONS
Management Compensation |
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the years presented was as follows:
| Three months ended | Six months ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Wages and salaries | 389,525 | - | 667,048 | - | ||||||||||||
| Consulting fees | 403,400 | 9,000 | 451,698 | 18,000 | ||||||||||||
| Share-based payments | 427,477 | 12,746 | 672,868 | 24,090 | ||||||||||||
| MANAGEMENT COMPENSATION | 1,220,402 | 21,746 | 1,791,614 | 42,090 | ||||||||||||
As at June 30, 2025, no amounts are due to related parties (June 30, 2024 - $111,000) of the Company. These amounts due to related parties in 2024 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.
| - 20 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
| 13. | SEGMENTED INFORMATION |
The Company is engaged in the acquisition, exploration and development of mineral properties in Norway and the United States. Segment reporting is aligned with the manner in which management monitors business performance. Prior to aggregation, each exploration project is considered an individual operating segment. The Nussir and REAS acquisitions have been aggregated into a single reportable segment.
All non-current assets and exploration expenditures are located in, and incurred within, the United States or Norway. Materially all of the cash and general administrative costs are held and incurred by the Canadian parent company. The following is a summary of non-current assets by reportable segment:
| June 30, 2025 | June 30, 2024 | |||||||||||||||
| Mineral Properties | Property, Plant and Equipment | Mineral Properties | Property, Plant and Equipment | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Blue Moon | 698,007 | - | 698,007 | - | ||||||||||||
| Nussir/REAS | 95,287,308 | 27,844,705 | - | - | ||||||||||||
| NSG | 20,216,900 | - | - | - | ||||||||||||
| Corporate | - | 15,053 | - | - | ||||||||||||
| Total | 116,202,215 | 27,859,758 | 698,007 | - | ||||||||||||
| 14. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS |
The changes in the Company’s non-cash working capital items relating to operating activities for the years indicated below are as follows:
| For the six months ended June 30, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Changes in other receivables and prepaid expenses | (3,997,879 | ) | 23,043 | |||||
| Changes in accounts payable and accrued liabilities | 2,736,813 | (29,539 | ) | |||||
| CHANGE IN NON-CASH WORKING CAPITAL | 1,261,066 | (6,496 | ) | |||||
| 15. | CAPITAL MANAGEMENT |
The Company is a mineral exploration and development company focusing on advancing its projects in Norway and the United States, including the Nussir and Sulitjelma copper projects and the Blue Moon polymetallic project. Its principal source of funding is the issuance of equity securities.
The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its projects. As at June 30, 2025, certain conditions and events cast significant doubt upon the Company’s ability to continue as a going concern. Refer to note 1(b) for more information. The Company manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
| - 21 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives.
There has been no change in the Company’s capital management practices during the year. Blue Moon does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.
| 16. | FINANCIAL INSTRUMENT RISK |
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. The carrying value of the Company’s financial instruments consisting of cash, restricted cash, other receivables and prepaid expenses, marketable securities, accounts payable and accrued liabilities, deferred income and subscription receipts approximate fair value due to the short term nature of the instruments.
| a) | Liquidity risk |
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to note 1(b) for more information regarding the Company’s liquidity risk.
| b) | Credit risk |
The Company is exposed to credit risk on its cash, restricted cash and value added tax receivables. To reduce credit risk, substantially all cash is on deposit at major banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in California, and Finnmarkseiendommen (“FeFo“) the land management authority in Norway. As at June 30, 2025, sales tax recoverables were $464,258 (December 31, 2024 - $41,139). Restricted cash is comprised of bonds valued at $94,537 (December 31, 2024 - $6,302) held by the BLM and cash held in a restricted account valued at $151,231 held by FeFo. The Company’s exposure to credit risk is limited to the carrying amount of its cash, restricted cash and sales tax recoverable. Accordingly, the Company considers its exposure to credit risk minimal.
| c) | Market Risk |
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
| - 22 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
Sensitivity Analysis
The Company, through its subsidiaries, operates in the United States and Norway and is exposed to foreign exchange risk arising from changes in the US dollar and Norwegian krone against the Canadian dollar. A 10% fluctuation in either the US dollar or Norwegian krone relative to the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
Market Price risk
| i. | Equity price risk |
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are classified as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period. A 10% fluctuation in the quoted market price of marketable securities would have a minimal impact on the Company’s loss and comprehensive loss.
| ii. | Commodity price risk |
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| 17. | COMMITMENTS |
The Company entered into contracts for underground mining and associated development work related to the Nussir project. As at June 30, 2025, the Company has contractual commitments to spend in accordance with such contracts totaling approximately $15.9 million. Except as otherwise disclosed in the financial statements, there are no other commitments.
| 18. | SUBSEQUENT EVENTS |
a) Option grant
On July 3, 2025, the Company granted 200,000 stock options at an exercise price of $3.37 to an officer. On August 20, 2025, the Company granted 34,000 stock options at an exercise price of $3.57 to a consultant.
b) Project Financing
On August 19, 2025, the Company entered into a memorandum of understanding with Hartree and funds managed by Oaktree Capital Management, L.P. (“Oaktree”, collectively, the “Lenders”, each a “Lender”). This consists of a previously agreed to bridge loan (the “Bridge Loan”) with Nussir and Keystone Mines as borrowers and a project financing package (“Project Finance Package” and together with the Bridge Loan, the “Investment Package”) providing up to US$140 million support for the continued development and construction of Nussir. The Project Finance Package includes a US$50 million senior secured term loan (the “Senior Secured Term Loan”), a US$70 million precious metals stream (the “Redeemable Precious Metals Stream Agreement”) and an equity investment of up to US$20 million (subject to a 19.9% Oaktree/Hartree combined ownership limitation). The Project Finance Package is subject to customary approvals, diligence and closing conditions.
| - 23 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three and six months ended June 30, 2025 and 2024
(unaudited)
(Expressed in Canadian dollars)
The definitive Bridge Loan agreement has been signed and it is expected that the funds will be available for drawdown shortly thereafter upon finalization of customary post-closing security arrangements. Additionally, a subscription agreement has been signed for US$5 million at C$3.30 per share for a total of 2,092,173 common shares which is expected to close shortly, subject to the approval of the TSX Venture Exchange (the “TSXV”). Follow-on commitment of up to US$15 million will be completed upon the occurrence of certain events.
The initial capital from the Bridge Loan and the equity investment will provide funding for key early works and pre-construction activities for the Nussir and Blue Moon Projects as well as working capital and corporate activities. The Investment Package bears customary upfront and standby fees and in connection with arranging for the project financing, the Company will grant Hartree 1,045,000 common shares (“Bonus Shares”) of the Company concurrent with the first draw of funds by the Company under the Bridge Loan. These Bonus Shares are subject to an applicable statutory hold period under Canadian securities laws.
Proceeds from the equity investment will be used to fund general corporate and working capital while the Senior Secured Term Loan will be used to fund development and construction activities, operation and working capital needs of the Nussir Project.
| - 24 - |
Exhibit 99.64

BLUE MOON METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025
The following management discussion and analysis (“MD&A”) of Blue Moon Metals Inc. (“Blue Moon” or the “Company”) has been prepared as of August 27, 2025, and provides an analysis of the Company’s results of operations for the three and six months ended June 30, 2025.
This discussion is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as certain forward-looking statements relating to its potential future performance. The information should be read in conjunction with the Blue Moon unaudited condensed interim consolidated financial statements for the three and six months ended June 30, 2025, Blue Moon’s audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the notes thereto, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”). Blue Moon's material accounting policies are described in note 3 of the aforementioned audited consolidated financial statements. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise indicated.
The operations of the Company are speculative due to the high-risk nature of the mining industry. Blue Moon faces risks that are generally applicable to its industry and others that are specific to its operations. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. Such risk factors could materially affect the value of the Company’s assets, and future operating results of the Company and could cause actual results to differ materially from those described in this MD&A. Reference is made to the discussion of forward-looking statements at the end of this document.
DESCRIPTION OF THE BUSINESS
Blue Moon is a mineral exploration and development company and is focused on advancing its three polymetallic brownfield projects in Tier 1 mining jurisdictions: the Nussir copper-gold-silver property in Norway, the Blue Moon zinc-copper-gold-silver property in California, USA, and the Sulitjelma copper-zinc property in Norway. All three projects have the potential to be developed into underground mines and following the receipt of approval by the Bureau of Land Management (“BLM”) for a portal and tunnel at the Blue Moon volcanogenic massive sulphide (“VMS”) deposit, the Company now considers the Nussir project and the Blue Moon project as its material properties.
Blue Moon is listed on the TSX Venture Exchange under the symbol “MOON” and is quoted on the OTCQX under the symbol “BMOOF”.
CORPORATE
Acquisitions
In the first quarter of 2025, the Company completed the acquisitions of Nussir ASA (“Nussir”), which owns the Nussir project, Nye Sulitjelma Gruver SA (“NSG”), which owns the Sulitjelma project, and Repparfjord Eiendom AS (“REAS”), which has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land, as well as some ship loading facilities. The ground lease covers the proposed process plant site for the Nussir project. The REAS agreement is renewable and it is the intention of the Company to renew it for the life of mine.
As a result of the acquisitions, the Company has acquired two brownfield critical minerals projects in a Tier 1 jurisdiction as well as most of the required infrastructure for the Nussir mine.
Equity financing
On May 8, 2025, pursuant to the previously announced agreement with LNS (as defined below), LNS acquired 376,833 common shares in the Company at a share price of $3.00 per share through a non-brokered private placement for gross proceeds of $1,130,499.
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
On March 7, 2025, the Company closed the second tranche of financing from Hartree (as defined below) of 1,750,000 shares for gross proceeds of $5.25 million. The shares were subject to a statutory hold period of four months and one day from the date of issuance (see below for the Hartree investment).
On February 26, 2025, 9,000,028 subscription receipts issued as part of the units (the “Units”) in the December 2024 brokered unit financing (the “Concurrent Financing”) came out of escrow on the completion of the Nussir and NSG transactions and were converted into common shares 9,000,035 common shares without payment of additional consideration (rounding due to the 10:1 share consolidation).
Strategic investors in the financing included:
Hartree Partners LP (“Hartree”)
Hartree subscribed to $7.25 million Units, with an option to subscribe to up to $7.75 million Units, received pro-rata pre-emptive rights in respect of future equity issuances, the right to appoint an nominee to the Blue Moon board of directors (the “Board”) by the end of December 2025 and the right to participate on a technical committee. The Company entered into a long-term offtake agreement with an affiliate of Hartree for Nussir’s production of concentrate, with a right of last offer for a portion of the offtake volumes at the Blue Moon and the Sulitjelma projects. In addition, Hartree and Blue Moon entered into a Memorandum of Understanding (“MOU”) for up to US$20 million of secured bridge loan. On March 7, 2025, the Company closed the second tranche of financing from Hartree for an amount of $5.25 million.
Wheaton Precious Metals Corp. (“Wheaton”)
Wheaton subscribed to $4.95 million Units. In addition, an affiliate of Wheaton has acquired a corporate-wide right of first refusal (“ROFR”) on any precious metals streams or royalties on Blue Moon’s properties for $50,000.
Leonard Nilsen & Sønner AS (“LNS”)
LNS subscribed to approximately $4.2 million Units (equivalent of NOK33 million) in Blue Moon Shares and committed to two further tranches of approximately $1.1 million (equivalent of NOK8.5 million) each, with the first tranche being made at the start of the Nussir decline construction and the second being ten months after the start of decline construction.
If LNS owns 5% of the issued and outstanding common shares, they have the right to appoint a Board member by the end of December 2025.
Nussir has entered into a mining contract with LNS for comprehensive mining services to the Company during the construction and operation of the Nussir project. On May 8, 2025, the Company announced the mobilization for the underground development of the exploration decline and confirmation of underground mining parameters at the Nussir project. Pursuant to the previously announced agreement with LNS, LNS acquired 376,833 common shares in the Company at a share price of $3.00 per share through a non-brokered private placement for gross proceeds of $1,130,499.
Share consolidation and graduation to TSX Tier 1
On March 3, 2025, the Company announced its intention to complete a share consolidation of one (1) post-consolidation share for every ten (10) pre-consolidation shares. On March 14, 2025, when trading resumed on the TSXV after being halted since the announcement of the Nussir and NSG Transactions, the common shares of the Company began trading on the TSXV on a post-consolidated basis. All references to number of shares and per share amounts have been retroactively restated to reflect the consolidation.
Reinstatement of quotation on the OTCQB followed by upgrade to OTCQX
Following the March 14, 2025 unhalting of the Company’s shares on the TSXV, the Company applied for and was granted on April 14, 2025 the reinstatement of its quote on the OTCQB® Venture Market. This was followed by the Company being upgraded to trade on the OTCQX® Best Market on April 15, 2025. The OTCQX Market is the highest tier of the US OTC markets and it is expected to enhance the Company’s visibility and provide improved accessibility to its US investors.
Board changes and management appointments
The Company continues to grow its management team to support its strategic activities and project development activities in 2025:
| · | On July 3, 2025, the Company appointed Stephen Eddy as Senior Vice President, Corporate Development. |
| - 2 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
| · | On April 21, 2025, the Company appointed Ms. Boi Linh Doig as its Vice President, Mining. |
| · | On February 26, 2025, following the completion of the Nussir and NSG Transactions, Francis Johnstone and Karin Thorburn, both formerly on the board of directors of Nussir, joined the Blue Moon board, while Patrick McGrath resigned. In addition, Skott Mealer joined as President and Chief Operating Officer, and Theodore Veligrakis joined as Vice President, Exploration. |
Engagement of market maker
On May 8, 2025, the Company announced the engagement of Red Cloud Securities as its market maker to provide market stability and liquidity for the Company’s common shares on the TSXV with a monthly fee of $7,000 for a minimum term of three months.
Project Financing
On August 19, 2025, the Company entered into a memorandum of understanding with Hartree and funds managed by Oaktree Capital Management, L.P. (“Oaktree”, collectively, the “Lenders”, each a “Lender”). This consists of a previously agreed to bridge loan (the “Bridge Loan”) with Nussir and Keystone Mines as borrowers and a project financing package (“Project Finance Package” and together with the Bridge Loan, the “Investment Package”) providing up to US$140 million support for the continued development and construction of Nussir. The Project Finance Package includes a US$50 million senior secured term loan (the “Senior Secured Term Loan”), a US$70 million precious metals stream (the “Redeemable Precious Metals Stream Agreement”) and an equity investment of up to US$20 million (subject to a 19.9% Oaktree/Hartree combined ownership limitation). The Project Finance Package is subject to customary approvals, diligence and closing conditions.
The definitive Bridge Loan agreement has been signed and it is expected that the funds will be available for drawdown shortly thereafter upon finalization of customary post-closing security arrangements. Additionally, a subscription agreement has been signed for US$5 million at C$3.30 per share for a total of 2,092,173 common shares which is expected to close shortly, subject to the approval of the TSX Venture Exchange (the “TSXV”). Follow-on commitment of up to US$15 million will be completed upon the occurrence of certain events.
The initial capital from the Bridge Loan and the equity investment will provide funding for key early works and pre-construction activities for the Nussir and Blue Moon Projects as well as working capital and corporate activities. The Investment Package bears customary upfront and standby fees and in connection with arranging for the project financing, the Company will grant Hartree 1,045,000 common shares (“Bonus Shares”) of the Company concurrent with the first draw of funds by the Company under the Bridge Loan. These Bonus Shares are subject to an applicable statutory hold period under Canadian securities laws.
Proceeds from the equity investment will be used to fund general corporate and working capital while the Senior Secured Term Loan will be used to fund development and construction activities, operation and working capital needs of the Nussir Project.
PROPERTY OVERVIEW AND DEVELOPMENT
Nussir Property (Finnmark, Norway)
The Nussir Property is a polymetallic deposit which contains copper, silver and gold located at the Finnmark county in northern Norway. It is an underground development project that benefits from existing critical infrastructure located next to the property (access, power and port).
On February 26, 2025, the Company acquired the Nussir project and on February 27, 2025, the Company filed its maiden National Instrument (“NI”) 43-101 Technical Report, titled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” dated January 24, 2025, on www.sedarplus.com. It Is available on the Company’s website at www.bluemoonmetals.com.
| - 3 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
The updated MRE is shown below:
| Tonnes | Cu | Ag | Au | Cu Eq | Cu Metal | Ag Metal | Au Metal | |||||||||||||||||||||||||
| Category | Mt | % | g/t | g/t | % | Kt | Koz | Koz | ||||||||||||||||||||||||
| Measured | 2.69 | 1.08 | 12.8 | 0.18 | 1.31 | 29 | 1,103 | 16 | ||||||||||||||||||||||||
| Indicated | 26.03 | 1.01 | 12.3 | 0.11 | 1.19 | 263 | 10,288 | 92 | ||||||||||||||||||||||||
| Measured + Indicated | 28.72 | 1.02 | 12.3 | 0.12 | 1.20 | 292 | 11,391 | 108 | ||||||||||||||||||||||||
| Inferred | 31.99 | 1.01 | 14.6 | 0.14 | 1.23 | 324 | 14,972 | 143 | ||||||||||||||||||||||||
Notes:
| (1) | CIM definitions were followed for MRE. | |
| (2) | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. | |
| (3) | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. | |
| (4) | MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining. | |
| (5) | Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. | |
| (6) | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. | |
| (7) | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. | |
| (8) | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. | |
| (9) | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
On March 6, 2025, the Company acquired all of the shares of REAS, from Wergeland Eigedom AS (“WG”). The acquisition includes critical infrastructure adjacent to the Nussir Project, notably the Øyen Industrial Land, a deep-water port facility with ship-loading and conveyor systems, a fully permitted and operating aggregate mine and buildings suitable for housing, administration and processing. This site is permitted and zoned for mining and processing activities and includes a large process plant building capable of supporting a 6,000 tpd flotation plant, along with access to low-cost industrial power.
Under the agreement, WG retains sublease rights for aggregate production and has committed to purchasing waste rock from Nussir at a minimum price of NOK 15 per tonne.
On June 4, 2025, the European Union Commission designated the Nussir project, as well as twelve other projects outside of the EU, as a Strategic Critical Raw Material Project under the provisions of the 2023 EU Critical Raw Materials Act, the first project located in Norway to receive this designation, and is the only primary copper project in Norway. This designation will benefit the project through coordinated support by the EU Commission, better access to public and private financing through various funding programs, and political support for the advancement of the project.
LNS commenced underground construction in June 2025 with the access portal and start of the exploration decline that will extend approximately 2,500 metres and provide a platform for further underground exploration. This work will continue and is expected to be completed over the next year, giving the Company key engineering inputs to lead to a final investment decision.
In July 2025, the Company engaged Worley Limited (“Worley”) as the engineering contractor for updating the May 2023 JORC-compliant Feasibility Study to a maiden NI 43-101 Feasibility Study (“FS”), to advance basic engineering on the project and to support a construction decision. The basic engineering on the process plant will allow long-lead items to be ordered in the last quarter of 2025 with detailed engineering to follow. The FS will include updated capital and operating expenditures, the ongoing mine decline construction, and incorporate innovations in mine design and process facility, including reviewing the option of including optical sorting. Results of the FS update are expected in early 2026.
Blue Moon Property (California, USA)
The Blue Moon project is a VMS deposit which contains zinc, gold, silver, copper and lead. 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 industrial service centre of Reno. Zinc and copper are currently on the USGS list of metals critical to the US economy and national security.
| - 4 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
On April 15, 2025, the Company announced that it has received approval by BLM to construct a portal and exploration decline to enable underground mineral exploration activities at the Blue Moon project. This is an important permitting milestone for the development of the Blue Moon project, as the initial portal and decline will provide access for infill and exploration drilling, allow for examination of geology, rock mechanics, hydrogeologic characteristics, underground mining conditions, and can also be utilized as the main haulage route once the mine moves into production.
On October 10, 2024, the Company initiated a Preliminary Economic Assessment (“PEA”) on the Blue Moon project to be led by Micon International Ltd (“Micon”) and Resource Development Associates, Inc (“RDA”). On March 3, 2025, the Company announced an updated Mineral Resource estimate (“Mineral Resource Estimate” or “MRE”) and the results of the PEA for the Blue Moon VMS deposit, summarized as an independent NI 43-101 Technical Report, was filed on April 15, 2025. See March 3, 2025 press release for summary of results.
In conjunction with the PEA, the Company announced an updated MRE for the project, with an effective date of December 24, 2024. The MRE is available on the Company’s website and is based on 87 drill holes totalling 122,364 feet of drilling with 2,631 individual assay intervals. The estimate outlined the following resources:
Indicated Resources:
| ZnEq | ||||||||||||||||||||||||||||||||
| Domain (Vein) | Cutoff | Tons | ZnEq % | Cu % | Pb % | Zn % | Au opt | Ag opt | ||||||||||||||||||||||||
| Main | 2.9 | % | 3,073,000 | 12.66 | 0.78 | 0.16 | 5.90 | 0.04 | 1.14 | |||||||||||||||||||||||
| East | 2.9 | % | 498,000 | 18.99 | 0.47 | 0.63 | 6.64 | 0.09 | 3.72 | |||||||||||||||||||||||
| West | 2.9 | % | 78,000 | 9.5 | 0.62 | 0.33 | 4.41 | 0.03 | 0.93 | |||||||||||||||||||||||
| Total | 3,650,000 | 13.46 | 0.73 | 0.23 | 5.97 | 0.04 | 1.49 | |||||||||||||||||||||||||
| Cu | Pb | Zn | Au | Ag | ||||||||||||||||||||||||||||
| Metal | Mlbs | Mlbs | Mlbs | Moz | Moz | |||||||||||||||||||||||||||
| Main | 47.94 | 10.08 | 362.76 | 0.11 | 3.51 | |||||||||||||||||||||||||||
| East | 4.67 | 6.29 | 66.15 | 0.04 | 1.85 | |||||||||||||||||||||||||||
| West | 0.97 | 0.52 | 6.91 | 0.00 | 0.07 | |||||||||||||||||||||||||||
| Total | 53.59 | 16.90 | 435.83 | 0.16 | 5.43 | |||||||||||||||||||||||||||
| - 5 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
Inferred Resources:
| ZnEq | ||||||||||||||||||||||||||||||||
| Domain (Vein) | Cutoff | Tons | ZnEq % | Cu % | Pb % | Zn % | Au opt | Ag opt | ||||||||||||||||||||||||
| Main | 2.9 | % | 3,261,000 | 11.41 | 0.52 | 0.23 | 5.68 | 0.04 | 1.15 | |||||||||||||||||||||||
| East | 2.9 | % | 994,000 | 15.49 | 0.59 | 0.56 | 5.04 | 0.07 | 2.43 | |||||||||||||||||||||||
| West | 2.9 | % | 173,000 | 6.28 | 0.73 | 0.22 | 1.98 | 0.02 | 0.40 | |||||||||||||||||||||||
| Total | 4,428,000 | 12.12 | 0.54 | 0.30 | 5.39 | 0.04 | 1.41 | |||||||||||||||||||||||||
| Cu | Pb | Zn | Au | Ag | ||||||||||||||||||||||||||||
| Metal | Mlbs | Mlbs | Mlbs | Moz | Moz | |||||||||||||||||||||||||||
| Main | 33.65 | 14.74 | 370.27 | 0.11 | 3.76 | |||||||||||||||||||||||||||
| East | 11.80 | 11.20 | 100.11 | 0.07 | 2.42 | |||||||||||||||||||||||||||
| West | 2.52 | 0.74 | 6.84 | 0.00 | 0.07 | |||||||||||||||||||||||||||
| Total | 47.97 | 26.68 | 477.22 | 0.19 | 6.25 | |||||||||||||||||||||||||||
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-$2200/oz, Ag-$27/oz, Cu-$4.25/lb., Pb-$0.90/lb., Zn-$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%. |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0) + (Ag opt * 25.46)+(Au opt * 1896.40))/23.83. |
| (5) | There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. |
| (6) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (7) | Figures may not add up due to rounding. |
| (8) | Tonnages shown are short tons. |
| (9) | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
In June 2025, the Company awarded a contract for the construction of a portal and decline to Small Mine Development, LLC (“SMD”). This will enable underground exploration activities at the Blue Mine Project, providing access for infill and exploration drilling, as well as for further studies and investigations related to geology, rock mechanics, underground mining conditions and metallurgical test work, leading to a mine commercialization decision. The exploration decline is expected to be completed by the third quarter of 2026. The Company is committed to supporting the economic and social development of the local and regional communities and the initial construction work is expected to generate at least 20 local employment opportunities directly with the mine and indirectly through SMD and its subcontractors.
Sulitjelma Property (Nordland county, Norway)
On February 26, 2025, the Company acquired the Sulitjelma project, a polymetallic deposit which contains copper and zinc located in northern Norway. Sulitjelma previously hosted Norway’s largest mining operation with historical production between 1891 and 1991 of 26 million tonnes of 1.80% Cu with additional zinc, sulphur, gold and silver credits.
On April 10, 2025, the Company announced its maiden MRE for the Sulitjelma VMS deposit. This was summarized in an NI 43-101 technical report, which was filed on SEDAR+ on April 20, 2025.
| - 6 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
The constrained MRE is as follows:
| Inferred Resources By Zone | Sub-Totals | ||||||||||||||||||||||||||||||||||||||||||
| Tonnes | Cu | Zn | Cu_Eq | APT* | Tonnes | Cu | Zn | Cu_Eq | |||||||||||||||||||||||||||||||||||
| Region | Zone | Kt | % | % | % | m | Kt | % | % | % | |||||||||||||||||||||||||||||||||
| 2 | 4,188 | 1.45 | 0.35 | 1.50 | 5.2 | ||||||||||||||||||||||||||||||||||||||
| 3 | 1,499 | 0.95 | 0.19 | 0.98 | 5.5 | ||||||||||||||||||||||||||||||||||||||
| 5 | 2,188 | 0.82 | 0.37 | 0.88 | 15.7 | ||||||||||||||||||||||||||||||||||||||
| Rupsi/Dypet | 6 | 410 | 1.40 | 0.24 | 1.43 | 3.6 | |||||||||||||||||||||||||||||||||||||
| 7 | 126 | 0.77 | 0.15 | 0.79 | 2.4 | ||||||||||||||||||||||||||||||||||||||
| 8 | 484 | 0.89 | 0.11 | 0.91 | 6.8 | ||||||||||||||||||||||||||||||||||||||
| 9 | 163 | 2.01 | 0.25 | 2.05 | 2.5 | ||||||||||||||||||||||||||||||||||||||
| 10 | 201 | 1.39 | 0.36 | 1.45 | 2.9 | 9,258 | 1.19 | 0.31 | 1.24 | ||||||||||||||||||||||||||||||||||
| 2 | 3,031 | 0.88 | 0.07 | 0.89 | 4.2 | ||||||||||||||||||||||||||||||||||||||
| Hankabakken II | 3 | 1,471 | 0.86 | 0.05 | 0.86 | 3.1 | |||||||||||||||||||||||||||||||||||||
| 5 | 453 | 1.00 | 0.02 | 1.00 | 9.1 | 4,955 | 0.88 | 0.06 | 0.89 | ||||||||||||||||||||||||||||||||||
| 2 | 455 | 1.15 | 0.19 | 1.18 | 3.6 | ||||||||||||||||||||||||||||||||||||||
| Sagmo | 3 | 193 | 1.56 | 0.14 | 1.58 | 6.4 | |||||||||||||||||||||||||||||||||||||
| 5 | 2,205 | 0.89 | 0.15 | 0.91 | 4.1 | 2,853 | 0.98 | 0.16 | 1.00 | ||||||||||||||||||||||||||||||||||
| Total | 17,066 | 1.06 | 0.21 | 1.10 | 6.1 | ||||||||||||||||||||||||||||||||||||||
* Apparent True Thickness
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorized Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% CuEq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and CuEq calculations included: Prices: $4.20/lb Cu, $1.25/lb Zn Processing recoveries: 92% Cu, 57% Zn Payabilities: 96.5% Cu, 86% Zn |
| 6. | The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade x 0.16) |
| 7. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 8. | A global density value of 3 t/m3 was assumed. |
| 9. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. | |
| 10. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. | |
| 11. | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
Blue Moon will initially focus on the Rupsi and Dypet deposits where the Company has received Norwegian Government approval in Q1 2025 to extend an existing historical mine tunnel into the deposit by up to 1 km. The tunnel extension and the completion of 10,000 m of underground drilling are part of the recommendations in the technical report, with a budget of 46.2 MNOK (approximately US$4.5M), which will allow the Company to upgrade the resource from the inferred category to the indicated category, expand on the current resource, and gather geotechnical and metallurgical data.
In July 2025, the Company received the environmental permit from the Norwegian Environmental Agency required to start its planned activities in the Rupsi tunnel and awarded a contract to Fauskebygg AS (“Fauskebygg”), a local construction company in the Fauske municipality, for the extension.
| - 7 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
General Exploration Expenses
The Company’s exploration expenses for the periods presented were as follows:
| 2025 | 2024 | |||||||||||||||||||||||
| For the three months ended June 30, | Nussir | NSG | Blue Moon | Total | Blue Moon | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Claims costs | 3,598 | 6,566 | 27,750 | 37,914 | - | - | ||||||||||||||||||
| Camp operations | 938,574 | 111,390 | 36,625 | 1,086,589 | 10,328 | 10,328 | ||||||||||||||||||
| Development and site preparation | 2,082,842 | - | - | 2,082,842 | - | - | ||||||||||||||||||
| Engineering studies | 143,325 | 16,258 | 407,028 | 566,611 | - | - | ||||||||||||||||||
| Prospecting and geology | - | - | 10,685 | 10,685 | - | - | ||||||||||||||||||
| Permitting | - | - | 114,690 | 114,690 | - | - | ||||||||||||||||||
| TOTAL | 3,168,339 | 134,214 | 596,778 | 3,899,331 | 10,328 | 10,328 | ||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| For the six months ended June 30, | Nussir | NSG | Blue Moon | Total | Blue Moon | Total | ||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Claims costs | 4,798 | 8,757 | 34,208 | 47,763 | 8,978 | 8,978 | ||||||||||||||||||
| Camp operations | 1,111,562 | 115,013 | 54,471 | 1,281,046 | 44,785 | 44,785 | ||||||||||||||||||
| Development and site preparation | 2,082,842 | - | - | 2,082,842 | - | - | ||||||||||||||||||
| Engineering studies | 271,193 | 52,601 | 624,968 | 948,762 | - | - | ||||||||||||||||||
| Prospecting and geology | - | - | 26,874 | 26,874 | 14,253 | 14,253 | ||||||||||||||||||
| Permitting | - | - | 217,121 | 217,121 | - | - | ||||||||||||||||||
| TOTAL | 3,470,395 | 176,371 | 957,642 | 4,604,408 | 68,016 | 68,016 | ||||||||||||||||||
QUALIFIED PERSON
The technical information contained in this MD&A for the Company’s properties has been reviewed and approved by Dustin Small, P.Eng., as a non-Independent Qualified Person in accordance with National Instrument 43-101.
| - 8 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
RESULTS OF OPERATIONS
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Employee benefits | 456,375 | - | 733,898 | - | ||||||||||||
| Professional and consulting fees | 921,576 | 26,666 | 1,077,227 | 36,297 | ||||||||||||
| General exploration expenses | 3,899,331 | 57,688 | 4,644,408 | 68,016 | ||||||||||||
| Filing and regulatory fees | 67,421 | 3,979 | 120,172 | 22,233 | ||||||||||||
| General administrative costs | 45,912 | 2,276 | 87,141 | 6,439 | ||||||||||||
| Share-based payments | 468,404 | 16,994 | 732,841 | 32,120 | ||||||||||||
| Shareholder communication and travel | 118,891 | 900 | 224,835 | 7,795 | ||||||||||||
| Depreciation | 509,157 | - | 509,537 | - | ||||||||||||
| Foreign exchange gain | 24,751 | 95 | 16,525 | 44 | ||||||||||||
| Interest expense | 7 | 546 | 45 | 2,172 | ||||||||||||
| Interest income | (112,878 | ) | (3,436 | ) | (259,323 | ) | (7,392 | ) | ||||||||
| Other income | (43,797 | ) | - | (58,016 | ) | - | ||||||||||
| Fair value gain | (42,500 | ) | - | (42,500 | ) | - | ||||||||||
| NET LOSS ATTRIBUTABLE TO: | ||||||||||||||||
| Blue Moon Metals Inc. shareholders | 6,097,407 | 105,708 | 7,520,466 | 167,724 | ||||||||||||
| Non-controlling interests | 215,243 | - | 266,324 | - | ||||||||||||
| Net loss | 6,312,650 | 105,708 | 7,786,790 | 167,724 | ||||||||||||
Results of operations for the three months ended June 30, 2025
Blue Moon incurred a loss of $6,097,407 ($0.12 per common share) for the three months ended June 30, 2025, compared to a loss of $105,708 ($0.04 per common share) over the same period in 2024. Prior to October 2024, the Company was not active in enhancing the Blue Moon projects, as it was not adequately financed. In October 2024, the Company refreshed its shareholder base, board and management, and started its journey to expand its portfolio of projects and to develop one or more of these projects into a mine. As such, the expense profiles when compared with the same period(s) in the previous year was very different. The following factors contributed to the key differences in the comparative figures, as follows:
Employee benefits and share based compensation increased by $456,375 and $451,410 respectively during the three months ended June 30, 2025 compared to $NIL and $16,994 in the same period in 2024. This increase is due to the Company building out its team in 2025. In the prior year, the Company was not active and the few key personnel were engaged under consulting agreements rather than as employees.
Professional fees increased by $894,910 during the three months ended June 30, 2025, compared to the same period in 2024. The increase was primarily driven by higher legal fees incurred for general matters and other professional fees, including work on streamlining of the Norwegian entities and other governance work and fees incurred in working with FEFO and Hammerfest port, agreements for adding personnel as well as preparing for financing higher audit and accounting fees due to addition of the Norwegian entities and work on IFRS consideration. Consistent with the Company ramping up work in both Blue Moon and Nussir, higher consulting fees were observed in this quarter.
Exploration expenses increased by $3,841,643 during the three months ended June 30, 2025, compared to same period in 2024. This primarily reflects the technical work undertaken to support the advancement of the Company’s key assets, mainly driven by activities at the Nussir project, relating to development and site preparation - including portal and underground development work and site earthworks carried out by third-party contractors. Camp operation costs reflect the staffing support for these field activities. Additional expenses were incurred for permitting and early-stage engineering studies for both the Nussir and Blue Moon projects.
| - 9 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
Shareholder communication and travel increased by $117,991 during the three months ended June 30, 2025, compared to the same period in 2024, reflecting higher corporate and marketing activities during the quarter.
Depreciation increased by $509,157 during the three months ended June 30, 2025, mainly reflecting the amortization of the fair value adjustment recognized in the purchase price allocation related to the REAS acquisition.
Interest income increased by $109,442 during the three months ended June 30, 2025, compared to the same period in 2024. The increase is primarily due to the Company’s higher cash balance resulting from the equity financings completed in December 2024 and the first half of 2025.
Other income increased by $43,797 during the three months ended June 30, 2025, compared to the same period in 2024. The increase relates to deferred income recognized under the operating agreement between REAS and WG, pursuant to which WG pays annual fees for access to the quay and for the continued operation of its quarry and aggregate business at the site.
A fair value gain of $42,500 was recorded during the three months ended June 30, 2025, reflecting the revaluation of the Company’s investment in Honey Badger Silver Inc., received as consideration for the 2024 sale of the Yava property.
Results of operations for the six months ended June 30, 2025
Blue Moon incurred a loss of $7,520,466 ($0.20 per common share) for the six months ended June 30, 2025, compared to a loss of $167,724 ($0.06 per common share) over the same period in 2024. These factors contributed to the key differences in the comparative figures, as follows:
Employee benefits and share based compensation increased by $733,898 and $700,721 respectively, during the six months ended June 30, 2025, compared to $NIL and $32,120 in the same period in 2024. This increase is due to the addition of new hires throughout 2025 and the consolidation of the operations in Norway. In the prior year, limited personnel were engaged under consulting agreements rather than as employees.
Professional fees increased by $1,040,930 during the six months ended June 30, 2025, compared to the same period in 2024. The increase was primarily driven by higher legal fees incurred for general matters and other professional fees, including the addition of the Nussir and Sulitjelma projects. The six months also include the inclusion of professional fees incurred by the Norwegian subsidiaries.
Exploration expenditures increased by $4,576,392 during the six months ended June 30, 2025, compared to same period in 2024. This primarily reflects the technical work undertaken to support the advancement of the Company’s key assets. This was mainly driven by activity at the Nussir project, relating to development and site preparation - including portal and underground development work and site earthworks carried out by third-party contractors. In addition, expenditures were incurred for permitting and early-stage engineering studies for both the Nussir and Blue Moon projects. The Company also advanced technical studies at its other assets, including completion of a PEA and updated MRE at Blue Moon and a filing of a maiden MRE and engineering studies at the Nussir and Sulitjelma projects.
Shareholder communication and travel increased by $217,040 during the six months ended June 30, 2025, compared to the same period in 2024, reflecting higher corporate and marketing activities during the six months.
Depreciation increased by $509,537 during the six months ended June 30, 2025, primarily reflecting the amortization of the fair value adjustment recognized in the purchase price allocation related to the REAS acquisition.
Interest income increased by $251,931 during the six months ended June 30, 2025, compared to the same period in 2024. The increase is mainly due to the Company’s higher cash balance resulting from the equity financings completed in December 2024 and the first half of 2025.
Other income increased by $58,016 during the six months ended June 30, 2025, compared to the same period in 2024. The increase relates to deferred income recognized under the operating agreement between REAS and WG, pursuant to which WG pays annual fees for access to the quay and for the continued operation of its quarry and aggregate business at the site.
A fair value gain of $42,500 was recorded during the six months ended June 30, 2025, reflecting the revaluation of the Company’s investment in Honey Badger Silver Inc., received as consideration in 2024 for the sale of the Yava property.
| - 10 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
LIQUIDITY AND CAPITAL RESOURCES
| For the six months ended June 30, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Cash provided by (used in) | ||||||||
| Operating activities | (7,889,470 | ) | (142,100 | ) | ||||
| Investing activities | (14,110,059 | ) | - | |||||
| Financing activities | 6,083,002 | (66,626 | ) | |||||
| Effects of foreign exchange on cash balances | (30,015 | ) | - | |||||
| CHANGE IN CASH AND RESTRICTED CASH | (15,946,542 | ) | (208,726 | ) | ||||
| Cash and restricted cash – beginning | 30,008,106 | 355,343 | ||||||
| CASH AND RESTRICTED CASH – ENDING | 14,061,564 | 146,617 | ||||||
Blue Moon had $14,061,564 in cash and restricted cash as of June 30, 2025 (December 31, 2024: $30,008,106). As of June 30, 2025, the Company had a working capital balance of $12,744,200 (December 31, 2024: $3,762,174). A summary of the significant financings and other activities during the six months ended June 30, 2025 is provided in the unaudited condensed interim consolidated financial statements for the six months ended June 30, 2025 and 2024.
Operating Activities
The main components of cash flows used for operating activities are discussed in the Results of Operations section, above.
Investing Activities
During the six months ended June 30, 2025, the Company used net cash of $14.1 million in investing activities. The primary components relate to the three acquisitions completed in the period.
Expenditures on mineral properties, plant and equipment totalled $3.9 million and reflect the transaction costs capitalized in connection with the acquisitions of Nussir and NSG. These costs were directly attributable to the asset acquisitions.
The acquisition of REAS, net of cash acquired, resulted in a net cash outflow of $11 million. This represents the cash consideration paid and transaction costs, offset by the cash held by REAS at the acquisition date.
Cash acquired from the Norwegian entities of approximately $0.8 million is reflected in the opening cash balance of these entities at the acquisition date.
Financing Activities
During the six months ended June 30, 2025, the Company generated net cash of $6.1 million from financing activities.
Net proceeds from the issuance of shares totalled $6.1 million. This includes the gross proceeds from a private placement with Hartree for $5.25 million and a separate private placement by an officer of the Company totalling $0.14 million and a follow-on equity investment by LNS of $1.13 million. These proceeds were offset by related share issuance costs.
During the six months ended June 30, 2024, the Company made loan principal and interest payments totalling $65,000 and $1,626 respectively, related to a loan previously issued to Patrick McGrath, a former director of the Company. These payments resulted in the full repayment of the loan.
| - 11 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
Private Placements
As of June 30, 2025 the Company had completed five private placements within the prior 12-month period, raising gross proceeds of $37.4 million and net proceeds of approximately $36.5 million. The table below summarizes for each financing, the net proceeds raised, the intended use of net proceeds, the actual use of net proceeds up to June 30, 2025 and the remaining amount to be spent:
| Offering | Net | Expected Use of | Actual Use of | Remaining / |
| Proceeds | Proceeds | Proceeds | Reconciliation | |
August 30, 2024 (Private Placement of 2,640,000 Common Shares at $0.35 per Common Share) |
$0.9M | General Corporate and exploration activities | $0.9M | Nil |
December 19, 2024 (Private Placement of 1,000,003 units at a price of $30 per unit – comprising of 1 common share and 9 subscription receipts, each of the latter having been converted to a common share on February 26, 2025 ) |
$29.1M | $4.8M - Corporate activities and transaction costs
|
$4.8M | Nil |
| $24.3M - Nussir, NSG, Blue Moon exploration activities | $17.9M | $6.4M | ||
February 26, 2025 (Private Placement of 47,660 Common Shares) |
$0.1M | General corporate and exploration activities | $0.1M | Nil |
March 7, 2025 (Private Placement of 1,750,000 Common Shares) |
$5.3M | General corporate and exploration activities | $1.1M | $4.2M |
May 8, 2025 (Private Placement of 376,833 Common Shares) |
$1.1M | Exploration activities | $0.0M | $1.1M |
| - 12 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
LIQUIDITY OUTLOOK
The equity financing in the fourth quarter of 2024 and the follow-on financing from Hartree and LNS in 2025 provided the liquidity needed to ramp up the activities aimed at advancing the Company’s Blue Moon, Nussir and Sulitjelma properties towards a construction decision. In addition to its ongoing exploration and development programs, the Company will continue to require additional funding to support property maintenance payments and general operations.
As part of the December 2024 financing, the Company entered into an MOU with Hartree Partners to provide a secured bridge loan facility of up to US$20 million to provide financial flexibility during the construction of the Nussir Property. The financing package also included an offtake agreement with Hartree and provided for pro-rata pre-emptive rights in respect of future equity financing.
The Company’s primary source of funding remains the issuance of common shares. As Blue Moon’s common shares are publicly traded, their market price is subject to factors beyond management’s control, including fluctuations in commodity prices, foreign exchange rates and broader market conditions. If capital is required during a period of share price weakness, the Company may face significant dilution to secure necessary funding or may be unable to raise sufficient capital to meet its obligations.
In addition to equity financing, the Company may also pursue strategic alternatives such as royalty sales on its mineral properties, debt financing, stream financings or divestiture of its investment of marketable securities to help fund the Company’s capital needs while minimizing equity dilution.
Loss and comprehensive loss
During the six months ended June 30, 2025, the increase in loss and comprehensive loss for the six months ended June 30, 2025, compared to primary quarters, is primarily attributable to higher exploration and project advancement costs related to the newly acquired Nussir and Sulitjelma properties, as well as continued technical work at the Blue Moon Property.
In comparison, exploration expenditures for six months ended June 30, 2024 were much lower than the current year as a result of the Company’s limited cash resources during the period.
Cash and cash equivalents
Blue Moon raises funds, as required, in order to explore and develop its mineral properties and to conduct corporate activities. As a result, cash and cash equivalents are typically expected to decrease in periods where there is no financing transaction. The timing and amount of expenditures and financing transactions have caused the Company’s cash and cash equivalents balance to fluctuate from year to year.
During the six months ended June 30, 2025, the Company converted the subscription receipts issued in the December 2024 financing, raising gross proceeds of $27 million. In addition, a follow-on private placement from Hartree, a non-brokered private placement with an officer of the Company and a follow-on equity investment by LNS AS raised combined gross proceeds of approximately $6.6 million.
SUMMARY OF QUARTERLY RESULTS
The following table sets forth selected unaudited quarterly financial information derived from financial information for each of the eight most recent quarters.
| As at and for the quarter ended | 30-Jun-25 | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | ||||||||||||
| Loss and comprehensive loss | $ | 6,333,739 | $ | 1,328,403 | $ | 256,300 | $ | 71,732 | ||||||||
| Loss per share attributable to Blue Moon shareholders – basic and diluted | 0.12 | 0.06 | 0.06 | 0.02 | ||||||||||||
| Cash and cash equivalents | 13,815,796 | 20,495,161 | 3,001,720 | 945,885 | ||||||||||||
| Total assets | 162,991,490 | 165,979,266 | 32,372,944 | 1,666,323 | ||||||||||||
| - 13 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
| As at and for the quarter ended | 30-Jun-24 | 31-Mar-24 | 31-Dec-23 | 30-Sep-23 | ||||||||||||
| Loss and comprehensive loss | $ | 105,708 | $ | 62,016 | $ | 82,975 | $ | 101,129 | ||||||||
| Loss per share attributable to Blue Moon shareholders – basic and diluted | 0.04 | 0.02 | 0.04 | 0.04 | ||||||||||||
| Cash and cash equivalents | 146,617 | 259,925 | 355,343 | 451,105 | ||||||||||||
| Total assets | 866,308 | 986,437 | 1,076,387 | 1,174,068 | ||||||||||||
Historically, the Company’s primary source of funding was through the issuance of common shares, with activity levels closely tied to the strength of the capital markets. When capital markets are depressed, the Company’s activity level normally declines accordingly, stronger markets allow the Company to secure equity financing on favourable terms, enabling expansion of its exploration and development programs. In addition to equity financing, the Company may also explore alternative funding strategies, such as royalty agreements, stream financing or divesting its investment in marketable securities, to support its growth objectives.
During the three months ended June 30, 2025, the Company received gross proceeds of $1.13 million from a follow-on equity investment by LNS. Operationally, the Company advanced development activities at the Nussir project, including portal and underground development work, as well as site earthworks.
During the three months ended March 31, 2025, the Company achieved several key milestones as it progressed from exploration toward project development. Notably, the Company completed the acquisitions of the Nussir and Sulitjelma projects in Norway, including the purchase of REAS which holds the surface lease and infrastructure critical to the development of the Nussir project. At Blue Moon, the Company completed a PEA and filed an updated MRE. A maiden NI 43-101 technical report was filed for the Nussir project and a maiden MRE was finalized for the Sulitjelma project.
During the three months ended December 31, 2024, the Company advanced a PEA and updated resource estimate at Blue Moon, completed a financing to support the Nussir and Sulitjelma acquisitions, and shifted toward a development-focused strategy. The Yava project was also divested and the Company recorded a gain of $340,000 in its disposition.
During the three months ended September 30, 2024, the Company raised $924,000 through a private placement and continued expenditures to maintain its mineral properties in good standing.
During the three months ended June 30, 2024, and in prior periods, activities primarily involved baseline work in the Blue Moon project to comply with permit and regulatory requirements. The Company also initiated work on an updated resource estimate during the quarter ended September 30, 2023.
| - 14 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
RELATED PARTY TRANSACTION
Management compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the periods presented was as follows:
| For the three months ended June 30, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Wages and salaries | 389,525 | - | ||||||
| Consulting fees | 403,400 | 9,000 | ||||||
| Share-based payments | 427,477 | 12,746 | ||||||
| MANAGEMENT COMPENSATION | 1,220,402 | 21,746 | ||||||
| For the six months ended June 30, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Wages and salaries | 667,048 | - | ||||||
| Consulting fees | 451,698 | 18,000 | ||||||
| Share-based payments | 672,868 | 24,090 | ||||||
| MANAGEMENT COMPENSATION | 1,791,614 | 42,090 | ||||||
As at June 30, 2025, no amounts are due to related parties (June 30, 2024 - $111,000) of the Company. These amounts due to related parties in 2024 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.
OUTSTANDING SHARE DATA
The table below summarizes the Company’s common shares and securities convertible into common shares as at the date of this MD&A.
| As at August 27, 2025 | ||||
| Common Shares | 51,486,089 | |||
| Stock Options | 774,500 | |||
| Deferred Share Units | 224,506 | |||
| Restricted Share Units | 62,500 | |||
CONTRACTUAL OBLIGATIONS
Other than as disclosed in note 17 of the financial statements, the Company has no contractual obligations, off-balance sheet arrangements or capital lease agreements. Neither the Company nor any of its subsidiaries is subject to any externally imposed capital requirements. The Company has no proposed transactions at this time.
FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. Financial instruments consist of cash, restricted cash, receivables, due to related parties, and accounts payable and accrued liabilities approximate fair value due to the short-term nature of the instruments.
| - 15 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to Liquidity and Capital Resources for more information regarding the Company’s liquidity risk.
Credit risk
The Company is exposed to credit risk on its bank accounts, restricted cash and receivables. To reduce credit risk, substantially all cash is on deposit at Canadian chartered banks. Restricted cash are deposits held by BLM in California, and Finnmarkseiendommen (FeFo) the land management authority in Norway. Receivables consist of value-added tax receivables and other amounts due from government agencies. Accordingly, the Company considers its exposure to credit risk minimal.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
Sensitivity analysis
The Company, through its subsidiaries, operates in the United States and Norway and is exposed to foreign exchange risk arising from changes in the US dollar and Norwegian krone against the Canadian dollar. A 10% fluctuation in either the US dollar or Norwegian krone relative to the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
Market price risk
| i. | Equity price risk |
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period. A 10% fluctuation in the quoted market price of marketable securities would have a minimal impact on the Company’s loss and comprehensive loss.
| ii. | Commodity price risk |
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| - 16 - |
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2025
FORWARD-LOOKING STATEMENTS
This Management Discussion and Analysis contains certain forward-looking statements concerning anticipated developments in Blue Moon’s operations in future periods. Statements that are not historical fact are forward looking information as that term is defined in NI 51-102 of the Canadian Securities Administrators. Certain forward looking information should also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures. Forward-looking statements and information (referred to herein together as “forward-looking statements”) are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The material factors or assumptions used to develop forward-looking statements include prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions and as more specifically disclosed throughout this document. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of Blue Moon and its subsidiaries may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. They include, but not limited to, statements regarding: the Company’s plans to advance the projects through additional exploration and technical studies, the timing of these exploration activities, the recommended exploration work programs and the budget thereof, the anticipated results of Technical Reports, the ability of the Company to obtain the necessary funding and permit, the ability to integrate the acquired companies and the maintenance of the social licences necessary to operate in the areas where the projects are located.
Blue Moon’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Blue Moon does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from Blue Moon's expectations include, but are not limited to, uncertainties involved in fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the exploration and development of properties and the issuance of required permits; anti-mining sentiments in the community and jurisdictions where the projects are located as well as objections of indigenous or other tribal communities; the possibility that the conditions precedent to the closing and drawdown of the recently announced financing will not be met; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.
| - 17 - |
Exhibit 99.65
|
Date:
News Release:
Ticker Symbols: |
August 19, 2025
25-19
TSXV: MOON; OTCQX: BMOOF |
|
Blue Moon Metals Secures up to US$140 Million Project Finance Package from Hartree/Oaktree to Advance
Flagship Nussir Project in Norway
TORONTO, Ontario – August 19, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce that it has entered into a memorandum of understanding with Hartree Partners, LP (“Hartree”) and funds managed by Oaktree Capital Management, L.P. (“Oaktree”, together with Hartree, the “Lenders”, and each a “Lender”) which consists of a previously agreed to bridge loan (the “Bridge Loan”) with Nussir ASA, a 93.55% owned subsidiary of the Company, as borrower, and Keystone Mines Inc., Blue Moon Norway AS and Repparfjord Eiendom AS, each a wholly owned subsidiary of the Company, as guarantors, as well as terms related a project financing package (the “Project Finance Package” and together with the Bridge Loan, the “Investment Package”) which subject to various milestones, can provide for up to US$140 million of support for the continued development and construction of the Company’s flagship, fully permitted Nussir Copper Project (“Nussir” or the “Project”), located in Norway. The Project Finance Package terms include a US$50 million senior secured term loan (the “Senior Secured Term Loan”), a US$70 million precious metals stream (the “Redeemable Precious Metals Stream Agreement”), and an equity investment of up to US$20 million (subject to a 19.9% Oaktree / Hartree combined ownership limitation). The Project Finance Package is subject to customary approvals, diligence and closing conditions.
The definitive Bridge Loan agreement has been signed. It is expected that the funds will be available for drawdown shortly thereafter, upon the finalization of customary post-closing security arrangements. Additionally, a subscription agreement for US$5 million has been signed and the corresponding equity issuance is expected to close on or about August 25, 2025. The Bridge Loan and equity investment will be subject to the approval of the TSX Venture Exchange (the “TSXV”).
Highlights of the full Investment Package:
| US$25 million Bridge Loan – Executed and the Company expects to draw on the Bridge Loan to fund critical early works, subject to the satisfaction of all conditions precedent to the first advance and the approval of the TSXV. |
| Up to US$20 million in equity – Oaktree has subscribed to US$5 million initial equity which is expected to close upon receipt of conditional approval from the TSXV. Non-binding follow on letter of intent of up to US$15 million to be completed upon the occurrence of certain events and capped to maintain ownership below a 1 9.9% threshold between the Lenders and subject to certain closing conditions. |
| Up to US$50 million Senior Secured Term Loan & US$70 million Redeemable Precious Metals Stream Agreement – Non-binding letter agreement signed; provides non-dilutive funding aligned with production, – available post-final investment decision, subject to customary milestones and closing conditions. |
The initial capital from the Bridge Loan and equity investment will support key early works and pre-construction activities including detailed engineering, procurement of long-lead items, underground development, and operational readiness. The Bridge Loan is structured to provide working capital for Nussir and Blue Moon activities ahead of the Project Finance Package closing, following the satisfaction of certain defined conditions by March 31, 2026, including delivery of the previously announced Worley feasibility study targeted for February 2026.
“Securing this strategic investment marks a major milestone for the Company,” said Christian Kargl-Simard, CEO. “The Bridge Loan and equity provide us with US$30 million in available capital needed to ensure development momentum, while the broader financing package establishes a clear path to full project funding in a well-balanced approach in a manner that aligns with long-term shareholder interests. This partnership reflects the strength of our Project, the ongoing support of our strategic partners, and the confidence in our team’s ability to deliver across the asset base. We expect to announce at least one additional strategic financing package over the next 2 months covering investment over Blue Moon’s portfolio of assets.”
Page 1 of 5
Date:
News Release:
Ticker Symbols: |
August 19, 2025
25-19
TSXV: MOON; OTCQX: BMOOF |
|
Key terms of the Bridge Loan are as follows:
BRIDGE LOAN – US$25 MILLION
| ■ | Term and Maturity: The Company expects to satisfy the conditions precedent to the first advance in the coming weeks. The Bridge Loan matures June 30, 2027. |
| ■ | Interest Rate: |
| ■ | 3-month term SOFR or equivalent index, subject to a minimum base interest rate of 3.0% per annum plus 8.0%. |
| ■ | Structuring Premium: |
| ■ | 2.0% of the amount of the total commitment, paid to the Lenders in cash on the date of the initial advance. |
| ■ | Use of Proceeds: The Bridge Loan will be used to fund early works, pre-construction activities, development, construction, operation and working capital requirements of the Nussir Copper Project, advancing the Blue Moon Project, and for general corporate and working capital purposes. |
| ■ | Prepayments: Bullet payment at maturity, including any accrued or capitalized interest. The Bridge Loan is anticipated to be repaid concurrent with the first draw under the Senior Secured Term Loan or Redeemable Precious Metals Stream Agreement. |
| ■ | Security: Perfected first priority lien on all present and after acquired personal property of the Company, and the assets comprising the Nussir Project and the Company’s polymetallic volcanogenic massive sulfide (VMS) deposit located in central California. |
Key terms of the Project Finance MOU are as follows:
EQUITY PARTICIPATION – UP TO US$20 MILLION
| ■ | Subject to TSXV approval, Oaktree has subscribed to acquire US$5 million in equity at C$3.30 per share for a total of 2,092,173 new common shares of the Company (each, a “Common Share”). |
| ■ | This will comprise the first tranche of a larger planned investment of up to an aggregate US$20,000,000 in Common Shares which will subscribed to by both Oaktree and Hartree, anticipated to align with the close of the Project Finance Package and final investment decision. |
| ■ | The Company intends to use the proceeds of the equity offering for general corporate and working capital purposes. |
SENIOR SECURED TERM LOAN – US$50 MILLION
| ■ | Term and Maturity: The Senior Secured Term Loan will have a 6.5 year term from the date of closing. |
| ■ | Drawdown: Drawn in defined tranches or on an as needed basis by the Company prior to the availability date in minimum increments of US$10,000,000. |
| ■ | Interest Rate: |
| ■ | Interest will accrue on a quarterly basis and will be paid in cash on a quarterly basis until the maturity date. Prior to the earlier of 6 months following project completion date and June 2028 (the “Holiday Period”), all interest will be capitalized. | |
| ■ | 3-month term SOFR, subject to a minimum base interest rate of 3.00% annually plus: |
| ■ | 7.75% margin during the Holiday Period. | |
| ■ | 7.00% margin commencing after the Holiday Period. |
| ■ | In the case of certain specified events of default, the interest rate margin will increase by 3%, with traditional cures. |
| ■ | Use of Proceeds: will be used to fund construction activities, development, construction, operation and working capital requirements of the Nussir Copper Project. |
Page 2 of 5
Date:
News Release:
Ticker Symbols: |
August 19, 2025
25-19
TSXV: MOON; OTCQX: BMOOF |
|
| ■ | Principal Payment: Commencing on the first principal payment date (commencing after the Holiday Period), principal plus any capitalized interest or fees shall begin to amortize and be payable on a quarterly basis. Repayments may be straight line or sculpted based on projected cash flow available for debt service, following completion of diligence and a finalizing borrower model. |
| ■ | Security: The Senior Secured Term Loan will be a senior secured obligation of the borrower. The lender will enjoy the benefit of a first priority perfected security interest in all the shares, assets and subsidiaries of the borrower and a subordinated security interest in other assets of the Company. |
REDEEMABLE PRECIOUS METALS STREAM – US$70 MILLION
| ■ | Stream Rate: 70% of payable gold production on all mine production and 75% of payable silver production on all mine production. |
| ■ | Term: Life of mine, with committed volumes subject to the stream step-down provisions as noted below. |
| ■ | Stream purchase price: The buyer shall pay a purchase price equal to 15% of the London Bullion Market Silver Price for silver, and 15% of the London Bullion Market Gold Price for gold, as quoted three days prior to the delivery day per ounce to the seller under the Redeemable Precious Metals Stream (the “Stream Purchase Price”). |
| ■ | Upon the Stream Step-Down, the Stream Purchase Price will increase to 20% for both gold and silver. |
| ■ | Stream Step-Down: Following the point in which the buyer has been delivered an amount of each metal equivalent to its Step-Down Milestone (as outlined below), the silver and gold stream rates will be reduced by 5 0% (the “Stream Step-Down”). | |
| ■ | Step-Down Milestones: | |
| ■ | Silver: 2,860,000 troy ounces |
| ■ | Gold: 24,000 troy ounces |
| ■ | Redemption Right: The Company will have the ability to buy back up to 50% of the stream, subject to the conditional approval of the TSXV, and the termination payment equal to a predefined return condition. |
| ■ | Fees: The Investment Package bears customary upfront and standby fees for a facility of this nature. |
| ■ | Bonus Shares: In connection with the Investment Package, Blue Moon Metals will grant Hartree 1,045,000 common shares of the Company (each, a “Bonus Share”) concurrent with the first draw of funds by the Company under the Bridge Loan. These Bonus Shares are subject to an applicable statutory hold period under Canadian securities laws. |
| ■ | Representations, Warranties and Covenants: The Investment Package agreements contain terms and conditions customary for a transaction of this nature. |
Full terms of the executed agreements will be filed on SEDAR+ at www.sedarplus.ca under Blue Moon Metals’ issuer profile.
Other
The Company has granted a total of 34,000 incentive stock options under the Company’s share compensation plan to a third-party consultant brought on to help support the Company’s strategic initiatives. The options have an exercise price of $3.57 per stock option and are exercisable for a period of five years from date of grant and vesting over three years.
Legal Counsel
Bennett Jones LLP is acting as legal counsel to the Company. Torys LLP is acting as legal counsel to Hartree/Oaktree.
Page 3 of 5
Date:
News Release:
Ticker Symbols: |
August 19, 2025
25-19
TSXV: MOON; OTCQX: BMOOF |
|
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).
About Hartree
Hartree Partners, LP is a leading global merchant commodities firm. Formed in 1997, the firm focuses on identifying value in the production, refinement, transportation and consumption of tradable commodities including: electric power, natural gas, natural gas liquids, refined metals products, crude oil, fuel oil, freight, metals, minerals and ore, carbon, agriculture, soft commodities, and petrochemicals, among others. Hartree is owned by its founders, other senior members of management, and funds managed by Oaktree Capital Management. The firm currently employs over 4,500 employees across 54 global offices.
In metals, the firm is a leading global merchant of raw materials, ores and metals concentrates, ferrous products, refined metals and battery materials. Hartree’s Mine Finance & Investments division acts as a strategic capital partner, with a long-term perspective of creating value across development and operating situations.
About Oaktree
Oaktree Capital Management is a leader among global investment managers specializing in alternative investments, with over $200 billion in assets under management as of March 31, 2025. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,200 employees and offices in over 20 cities worldwide. Oaktree is majority-owned by Brookfield Asset Management, who currently manages over $1 trillion in assets under management as of March 31, 2025.
For further information:
Blue Moon Metals Inc.
Christian Kargl-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 4 of 5
Date:
News Release:
Ticker Symbols: |
August 19, 2025
25-19
TSXV: MOON; OTCQX: BMOOF |
|
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. Such factors include, among others, risks relating to the completion of the offering as planned, the approval of the Bridge Loan and equity offering by the Exchange, the intended use of the proceeds of the Investment Package, and the anticipated closing date of the Bridge Loan and equity subscription. 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 Blue Moon and its 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.
Page 5 of 5
Exhibit 99.66
Date:
News Release:
Ticker Symbols: |
July 9, 2025
25-18
TSXV: MOON; OTCQB: BMOOF |
|
BLUE MOON RECEIVES ENVIRONMENTAL PERMITS AND AWARDS MINING CONTRACT FOR TUNNEL EXTENSION AT
NSG IN NORDLAND COUNTY, NORWAY
TORONTO, Ontario – July 9, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQB: BMOOF), is pleased to announce the receipt of environmental permits for its planned activities from the Norwegian Environmental Agency and the awarding of a contract to Fauskebygg AS (“Fauskebygg”) for the extension of its Rupsi tunnel at Nye Sulitjelma Gruver AS (“NSG”).
The extension will facilitate more efficient and effective exploration drilling of the Rupsi/Dypet deposits (the “Rupsi Deposit”). This work represents a major milestone for the Sulitjelma Project as Blue Moon plans to complete a 10,000 m exploration drilling program from the tunnel with the intent to upgrade the resource from the Inferred category to Indicated category, expand on the current resource and gather geotechnical and metallurgical data. The Rupsi Deposit currently has an Inferred Resource of 9.258 Mt at 1.19% Cu and 0.31% Zn as summarized in an NI 43-101 Technical Report on The Mineral Resources of the Sulitjelma Project, Norway, by Adam Wheeler and dated May 20, 2025. This report is filed on SEDAR+. Inferred Resources are conceptual in nature and there is no certainty they will be converted into Reserves.
Blue Moon undertook a limited formal request for proposal process to select a contractor from within Norway. The proposal from Fauskebygg was well aligned with key priorities for health & safety, local employment, cost, and performance. Activities will commence late Q3-2025 with completion expected Q3-2027. The associated exploration drilling program will progress concurrently with tunnel advancement. In addition to drilling, the exploration program includes geological mapping, soil and core geochemistry analysis, geophysical surveys, and relogging of historical drill core to further refine the geological model and optimize drill targeting.
Qualified Persons
The technical and scientific information of this news release has been reviewed and approved by Mrs. Boi Linh Doig, 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).
About Fauskebygg AS
Fauskebygg A/S was established in 1946 and has over 75 years of experience as a construction company in Norway. The company is located approximately 35km from site in the Fauske municipality and is primarily focused on local projects within northern Nordland region but occasionally takes on projects outside this area. The company offers a variety of services in civil engineering and construction and has expertise and capacity in tunnel driving, ground support, concrete work and industrial construction.
Page 1 of 2
Date:
News Release:
Ticker Symbols: |
July 9, 2025
25-18
TSXV: MOON; OTCQB: BMOOF |
|
For further information:
Blue Moon Metals Inc.
Christian Kargl-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
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 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 NSG and its 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.
Page 2 of 2
Exhibit 99.67
Date:
News Release:
Ticker Symbols: |
July 7, 2025
25-17
TSXV: MOON; OTCQB: BMOOF |
|
BLUE MOON METALS SELECTS WORLEY TO PREPARE A NI 43-101 FEASIBILITY STUDY FOR THE NUSSIR PROJECT IN
Q1-2026 AND ADVANCE BASIC ENGINEERING
TORONTO, Ontario – July 7, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQB: BMOOF), is pleased to announce the selection of Worley Limited (“Worley”), a leading global professional services company of energy, chemicals and resources experts, as the engineering contractor for the update from the May 2023 SRK JORC-compliant Feasibility Study to a maiden NI 43-101 Feasibility Study (“FS”) and advancement of the basic engineering on its flagship Nussir Copper-gold-silver Project, in Norway. The basic engineering on the process plant will allow us to order long-lead items in Q4-2025. Detailed engineering is expected to follow from the basic engineering in 2026.
The decision follows a competitive tender and evaluation process to identify a top-tier engineering partner to update the May 2023 JORC-compliant Feasibility Study and to advance the project to basic engineering and support the construction decision. This update will provide a solid base for the construction of the full project following the start of the exploration decline in June 2025. Worley brings deep expertise in advancing base metal projects with deep knowledge and understanding of delivering projects in Norway. The engineering work will be conducted primarily through Worley’s offices in both United Kingdom and Canada.
“We are very excited to partner with Worley to unlock the potential of the Nussir project and advance towards long lead equipment purchase and construction”, said Christian Kargl-Simard, CEO of Blue Moon. “Their strength in mining and mineral processing, and ongoing project delivery in Norway, provide a unique combination of global expertise and local project execution for the Nussir project.”
The FS update will incorporate the results for the ongoing mine decline construction, updated capital & operating expenditure and will incorporate innovations in the mine design and process facility, including optical sorting, to improve the project outcome. The study will also focus on advancing several value optimization opportunities in mine planning, process facility and infrastructure. The results from the FS update are expected in Q1-2026.
Qualified Persons
The technical and scientific information of this news release has been reviewed and approved by Mrs. Boi Linh Doig, 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).
About Worley
Worley is a leading global professional services company of energy, chemicals and resources experts. With around 50,000 employees in 45 countries, the company partners with customers to deliver projects and create value over the life of their assets. Worley is bridging two worlds, moving towards more sustainable energy sources, while helping to provide the energy, chemicals and resources needed now. Worley Limited is headquartered in Australia and listed on the Australian Securities Exchange (ASX: WOR).
Page 1 of 2
Date:
News Release:
Ticker Symbols: |
July 7, 2025
25-17
TSXV: MOON; OTCQB: BMOOF |
|
For further information:
Blue Moon Metals Inc.
Christian Kargl-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
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 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 Nussir Project and its 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.
Page 2 of 2
Exhibit 99.68
|
Date:
News Release:
Ticker Symbols: |
July 3, 2025
25-16
TSXV: MOON; OTCQX: BMOOF |
|
BLUE MOON METALS APPOINTS STEPHEN EDDY AS SENIOR VICE-PRESIDENT CORPORATE DEVELOPMENT
TORONTO, Ontario – July 3, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce the appointment of Stephen Eddy as Senior Vice-President, Corporate Development, as it continues to build out its management team to support the Company’s continued growth in the development of its critical metals portfolio through construction, financing, development, exploration and M&A. Stephen has also acquired 63,000 common shares in the open market.
“We are delighted to welcome Stephen Eddy to our team,” said Christian Kargl-Simard, CEO of Blue Moon. “The calibre of Stephen’s experience is impressive covering all aspects of a growing mining company. We look forward to Stephen contributing to the success of the business and working closely with me in all facets of strategy, financing, investor relations and corporate development.”
Mr. Eddy is a strategic financial executive with over two decades of experience leading capital markets transactions, risk management, and corporate development in the mining sector. As Senior Vice President of Business Development at IAMGOLD, he spearheaded $900M in acquisitions and $2.4B in divestitures, including landmark deals such as the $500M sale of Niobec and a $195M strategic investment by Sumitomo. Known for his sharp financial acumen, collaborative leadership, and ability to unlock value in complex, high-stakes environments, Stephen has guided transformative projects such as the turnaround of the Cote Gold project. A Chartered Professional Accountant, Master of Management and Professional Accounting (MMPA) graduate from Rotman School of Management and holds a honours BA in Economics from the University of Western Ontario, he brings a rigorous analytical approach, a passion for growth, and a commitment to operational excellence. Stephen excels in aligning strategy with execution to drive shareholder value and position organizations for long-term success.
The Company has granted a total of 200,000 incentive stock options under the Company’s share compensation plan to Stephen with an exercise price of C$3.37 per stock option and are exercisable for a period of five years from date of grant and vesting over three years.
About Blue Moon
Blue Moon is advancing 3 brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 1 of 2
|
Date:
News Release:
Ticker Symbols: |
July 3, 2025
25-16
TSXV: MOON; OTCQX: BMOOF |
|
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.
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 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 Company, its projects and its 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.
Page 2 of 2
Exhibit 99.69

BLUE MOON METALS INC.
550 – 220 Bay Street
Toronto, Ontario
Canada M5J 2W4
STATEMENT OF EXECUTIVE
COMPENSATION
(for the financial year ended December 31, 2024)
The following information is provided in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation - VentureIssuers. In this Statement of Executive Compensation, references to the “Company” refer to Blue Moon Metals Inc. All monetary amounts herein are expressed in Canadian Dollars (“$”) unless otherwise stated.
For the purposes set out below, a “Named Executive Officer” or “NEO” means each of the following individuals:
| (a) | the chief executive officer of the Company (“CEO”) or each individual who, in respect of the Company, during any part of the most recently completed financial year, served as chief executive officer, including an individual performing functions similar to a chief executive officer; |
| (b) | the chief financial officer of the Company (“CFO”) or each individual who, in respect of the company, during any part of the most recently completed financial year, served as chief financial officer, including an individual performing functions similar to a chief financial officer; |
| (c) | in respect of the Company and its subsidiaries, the most highly compensated executive officer other than the individuals identified in paragraphs (a) and (b) at the end of the most recently completed financial year whose total compensation was more than $150,000 for that financial year, as determined in accordance with subsection 1.3(5) of Form 51-102F6V; and |
| (d) | each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company, and was not acting in a similar capacity, at the end of that financial year. |
As at December 31, 2024, the end of the most recently completed financial year of the Company, the Company had two NEOs, whose name and positions held within the Company are set out in the summary compensation table below.
Director and Named Executive Officer Compensation
The following table is a summary of compensation awarded to, earned by, paid to, or payable to the NEO and directors of the Company for the two most recently completed financial years ended December 31, 2023 and 2024.
- 1 -
| Table of compensation excluding compensation securities | ||||||||||||||||||||||||||
| Name and position | Year Ended(1) |
Salary, consulting fee, retainer or commission |
Bonus ($) |
Committee or meeting fees ($) |
Value of perquisites ($) |
Value of all other compensation ($) |
Total compensation ($) |
|||||||||||||||||||
| Christian Kargl-Simard(2) | 2024 | $ | 33,871 | $ | 50,000 | Nil | Nil | Nil | $ | 83,871 | ||||||||||||||||
| Chief Executive Officer, President and Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Frances Kwong(3) | 2024 | $ | 27,097 | $ | 20,000 | Nil | Nil | Nil | $ | 47,097 | ||||||||||||||||
| Chief Financial Officer and Corporate Secretary | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Maryse Bélanger(4) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Director and Chair | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Haytham Hodaly(5) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Director | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Karin Thorburn(6) | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Director | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Francis Johnstone(7) | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Director | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Patrick McGrath(8) | 2024 | $ | 33,500 | Nil | Nil | Nil | Nil | $ | 33,500 | |||||||||||||||||
| Former Chief Executive Officer and Director | 2023 | $ | 60,000 | Nil | Nil | Nil | Nil | $ | 60,000 | |||||||||||||||||
| Varun Prasad(9) | 2024 | $ | 10,000 | Nil | Nil | Nil | Nil | $ | 10,000 | |||||||||||||||||
| Former Chief Financial Officer | 2023 | $ | 24,000 | Nil | Nil | Nil | Nil | $ | 24,000 | |||||||||||||||||
| Jonathan Gagne(10) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Pedro Fonseca(11) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Former Director | 2023 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Enrique Correa(12) | 2024 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| Douglas Urch(13) | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
| John McClintock(14) | 2024 | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||
| Former Director | 2023 | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||||||
Notes:
| (1) | Financial years ended December 31. | |
| (2) | Mr. Kargl-Simard was appointed as a director effective as of October 17, 2024. Mr. Kargl-Simard was appointed as the Chief Executive Officer (“CEO”) of the Company on November 1, 2024. Mr. Kargl-Simard is only compensated for acting as CEO of the Company. | |
| (3) | Ms. Kwong was appointed as Chief Financial Officer of the Company on November 1, 2024. | |
| (4) | Ms. Bélanger was appointed as a director and Chair of the board of directors of the Company (the “Board”) on October 17, 2024. | |
| (5) | Mr. Hodaly was appointed as a director on October 17, 2024. | |
| (6) | Ms. Thorburn was appointed as a director on February 26, 2025. |
- 2 -
| (7) | Mr. Johnstone was appointed as a director on February 26, 2025. | |
| (8) | Mr. McGrath was appointed as a director of the Company effective as of February 24, 2017 and resigned on February 26, 2025. Mr. McGrath was appointed as the CEO of the Company on April 28, 2017 and resigned on October 31, 2024. Mr. McGrath was compensated for acting as CEO of the Company. | |
| (9) | Mr. Prasad was appointed as the CFO of the Company effective as of April 28, 2017 and resigned on October 31, 2024. Mr. Prasad served as an officer for 10 months during the financial year ended December 31, 2024. | |
| (10) | Mr. Gagne was appointed as a director of the Company effective January 4, 2021 and resigned on October 17, 2024. | |
| (11) | Mr. Fonseca was appointed as a director of the Company effective as of June 29, 2024 and resigned on October 17, 2024. | |
| (12) | Mr. Correa was appointed as a director of the Company effective as of August 21, 2023 and resigned on June 29, 2024. | |
| (13) | Mr. Urch was appointed as a director of the Company effective as of April 27, 2017 and resigned on August 21, 2023. | |
| (14) | Mr. McClintock was appointed as a director of the Company effective as of April 28, 2017 and resigned on February 11, 2023. |
Stock Options and Other Compensation Securities
The following table contains information on compensation securities that were granted or issued to the directors and NEOs of the Company by the Company in the most recently completed financial year for services provided or to be provided, directly or indirectly, to the Company or any of its subsidiaries.
| Name and position | Type of compensation security |
Number
of compensation securities, number of underlying securities and percentage of class |
Date
of issue or grant |
Issue, conversion or exercise price ($) |
Closing
price of security or underlying security on date of grant (1) ($) |
Closing price of security or underlying security at year end ($) |
Expiry Date | |||||||||||||||
Christian Kargl-Simard(2) Chief Executive Officer, President and Director |
Stock options | 80,000 | November 1, 2024 | $ | 3.40 | $ | 3.40 | $ | 3.55 | November 1, 2029 | ||||||||||||
Frances Kwong(3) Chief Financial Officer and Corporate Secretary |
Stock options | 25,000 | November 1, 2024 | $ | 3.40 | $ | 3.40 | $ | 3.55 | November 1, 2029 | ||||||||||||
Maryse Bélanger(4) Director and Chair |
DSUs | 60,000 | November 1, 2024 | $ | 3.40 | $ | 3.40 | $ | 3.55 | N/A | ||||||||||||
Haytham Hodaly(5) Director |
DSUs | 50,000 | November 1, 2024 | $ | 3.40 | $ | 3.40 | $ | 3.55 | N/A | ||||||||||||
Karin Thorburn(6) Director |
N/A | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||
Francis Johnstone(7) Director |
N/A | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||
| Patrick McGrath(8) | Stock options | 30,000 | January 10, 2024 | $ | 1.00 | $ | 0.70 | $ | 3.55 | January 10, 2029 | ||||||||||||
| Former Chief Executive Officer and Director | DSUs | 30,000 | November 1, 2024 | $ | 3.40 | $ | 3.40 | $ | 3.55 | N/A | ||||||||||||
Varun Prasad(9) Former Chief Financial Officer |
Stock options | 20,000 | January 10, 2024 | $ | 1.00 | $ | 0.70 | $ | 3.55 | January 29, 2025 | ||||||||||||
Jonathan Gagne(10) Former Director |
Stock options | 20,000 | January 10, 2024 | $ | 1.00 | $ | 0.70 | $ | 3.55 | January 15, 2025 | ||||||||||||
Pedro Fonseca(11) Former Director |
N/A | Nil | Nil | Nil | Nil | Nil | Nil | |||||||||||||||
Enrique Correa(12) Former Director |
Stock options | 20,000 | January 10, 2024 | $ | 1.00 | $ | 0.70 | $ | 3.55 | September 27, 2024 |
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Notes:
| (1) | The prices indicated herein represent the closing prices of the common shares on the date before the grants of Options or awards of RSUs and DSUs. | |
| (2) | As at December 31, 2024, Mr. Kargl-Simard held 80,000 stock options, each of which is exercisable into one common share at a price of $3.40 until November 1, 2029. The stock options vest on the passage of time (1/3 of the stock options vest on each of the 12-month, 24-month and 36-month anniversary of the grant). | |
| (3) | As at December 31, 2024, Ms. Kwong held 25,000 stock options, each of which is exercisable into one common share at a price of $3.40 until November 1, 2029. The stock options vest on the passage of time (1/3 of the stock options vest on each of the 12-month, 24-month and 36-month anniversary of the grant). | |
| (4) | As at December 31, 2024, Ms. Bélanger held 60,000 DSUs, each of which may be settled into one common share. The DSUs will vest on the later of: (i) when Ms. Bélanger ceases being a director of the Company; and (ii) the date that is 12 months following the date of the DSU award, subject to the terms of the Plan. | |
| (5) | As at December 31, 2024, Mr. Hodaly held 50,000 DSUs, each of which may be settled into one common share. The DSUs will vest on the later of: (i) when Mr. Hodaly ceases being a director of the Company; and (ii) the date that is 12 months following the date of the DSU award, subject to the terms of the Plan. | |
| (6) | As at December 31, 2024, Ms. Thorburn held NIL compensation securities. | |
| (7) | As at December 31, 2024, Mr. Johnstone held NIL compensation securities. | |
| (8) | As at December 31, 2024, Mr. McGrath held 75,000 stock options, each of which is exercisable into one common share at a price of $0.50 until October 6, 2025, and 30,000 DSUs (as defined below), each of which may be settled into one common share. The stock options vest on the passage of time (1/3 of the stock options vest on each of the 12-month, 24-month and 36-month anniversary of the grant).The DSUs will vest on the date that is 12 months following the date of the DSU award, subject to the terms of the Plan. | |
| (9) | As at December 31, 2024, Mr. Prasad held NIL compensation securities. | |
| (10) | As at December 31, 2024, Mr. Gagne held NIL compensation securities. | |
| (11) | As at December 31, 2024, Mr. Fonseca held NIL compensation securities. | |
| (12) | As at December 31, 2024, Mr. Correa held NIL compensation securities. |
Exercise of Compensation Securities by Directors and NEOs
The following table contains information on compensation securities that were exercised or otherwise settled by the directors and NEOs of the Company in the most recently completed financial year:
| Exercise of Compensation Securities by Directors and Named Executive Officers | ||||||||||||||||||||||||
| Name and Position | Type of Compensation Security | Number of Underlying Securities Exercised | Exercise Price Per Security ($) | Date of Exercise | Closing Price Per Security on Date of Exercise ($) | Difference
Between Exercise Price and Closing Price on Date of Exercise ($) | Total Value on Exercise Date ($) | |||||||||||||||||
| Douglas
Urch Former Director | Stock Options | 5,000 | $ | 1.00 | November 5, 2024 | $ | 3.40 | $ | 2.40 | $ | 5,000 | |||||||||||||
| Jonathan
Gagne Former Director | Stock options | 20,000 | $ | 1.00 | November 18, 2024 | $ | 4.10 | $ | 3.10 | $ | 20,000 | |||||||||||||
| Varun
Prasad Former Chief Financial Officer | Stock options | 20,000 | $ | 1.00 | November 20, 2024 | $ | 3.90 | $ | 2.90 | $ | 20,000 | |||||||||||||
Stock option plans and other incentive plans
The Company’s share compensation plan (the “Share Compensation Plan”) was previously approved by the shareholders of the Company (the “Shareholders”) at the annual general meeting of the Shareholders held on October 17, 2024. The Share Compensation Plan was also approved by the TSX Venture Exchange (the “Exchange”). The Share Compensation Plan is required to be approved at the next annual general meeting of the Shareholders.
The Share Compensation Plan is a “rolling up to 10%” omnibus plan pursuant to which the total number of Common Shares which may be issued pursuant to restricted share units (“RSUs”), stock options (“Options”) or deferred share units (“DSUs”) awarded or granted under the Share Compensation Plan, in the aggregate, is equal to up to a maximum of 10% of the issued and outstanding Common Shares at the time of the award or grant.
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The purpose of the Share Compensation Plan is to provide an incentive to directors, employees and consultants of the Company or its subsidiary to acquire a proprietary interest in the Company, to continue their participation in the affairs of the Company and to increase their efforts on behalf of the Company. As of December 31, 2024 (the end of the financial period of the Company’s most recently filed financial statements) the Company had 181,500 Options, 37,500 RSUs outstanding and 140,000 DSUs outstanding.
The following summary of the material terms of the Share Compensation Plan does not purport to be complete and is qualified in its entirety by reference to the Share Compensation Plan.
Overview
The Share Compensation Plan provides that the Board may from time to time, in its discretion, award or grant to the Eligible Person (as such term is defined below) selected by the Administrators (as such term is defined below) to participate in the Share Compensation Plan (each, a “Participant”), who may include participants who are citizens or residents of the United States (each, a “US Participant”), with the opportunity, through RSUs, Options, and DSUs, to acquire an ownership interest in the Company.
The purpose of the Share Compensation Plan is to provide an incentive to the directors, officers, employees, consultants and other personnel of the Company or any of its subsidiaries to achieve the longer term objectives of the Company; to give suitable recognition to the ability and industry of such persons who contribute materially to the success of the Company; and to attract to and retain in the employ of the Company or any of its subsidiaries, persons of experience and ability, by providing them with the opportunity to acquire an increased proprietary interest in the Company.
The RSUs and DSUs will rise and fall in value based on the value of the Common Shares. Unlike the Options, the RSUs and DSUs will not require the payment of any monetary consideration to the Company. Instead, each RSU represents a right to receive one Common Share or a lump sum payment in cash following the attainment of vesting criteria determined by the Administrators at the time of the award (subject to TSXV policies).
The Options, on the other hand, are rights to acquire Common Shares upon payment of monetary consideration (i.e., the exercise price), subject also to vesting criteria determined at the time of the grant.
The Administrators may fix, from time to time, a portion of the director fees that is to be payable in the form of DSUs. In addition, each Participant who is, on the applicable election date, a director who is not an employee (the “Electing Person”) may be given the right to elect to participate in the grant of additional DSUs. An Electing Person who elects to participate in the grant of additional DSUs shall receive their Elected Amount (as that term is defined below) in the form of DSUs in lieu of cash. The “Elected Amount” shall be an amount, as elected by the director, in accordance with applicable tax law, between 0% and 100% of any director fees that are otherwise intended to be paid in cash (the “Cash Fees”).
Purpose of the Share Compensation Plan
The stated purpose of the Share Compensation Plan is to advance the interests of the Company and its subsidiaries, and its shareholders by: (a) ensuring that the interests of Participants are aligned with the success of the Company and its subsidiaries; (b) encouraging stock ownership by such persons; and (c) providing compensation opportunities to attract, retain and motivate such persons.
The following people (each, an “Eligible Person”) are eligible to participate in the Share Compensation Plan: any director, officer, employee, management company employee or consultant.
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Administration of the Share Compensation Plan
The Share Compensation Plan is administered by the Board or such other persons as may be designated by the Board from time to time (the “Administrators”) through the recommendation of the NC&CG Committee. The Administrators determine the eligibility of persons to participate in the Share Compensation Plan, when RSUs, Options, or DSUs will be awarded or granted, the number of RSUs, Options and DSUs to be awarded or granted, the vesting criteria for each award of RSUs, vesting period for each grant of Options and the vesting criteria for each award of DSU, and all other terms and conditions of each award and grant, in each case in accordance with applicable securities laws and the requirements of the TSXV.
Number of Common Shares Issuance under the Share Compensation Plan
The Common Shares that are issuable pursuant to RSUs, Options, and DSUs awarded or granted under the Share Compensation Plan and other securities issuable under any other share compensation arrangements of the Company (collectively, the “Security Based Compensation”), in aggregate, is equal to up to a maximum of 10% of the issued and outstanding Common Shares as of the date of award or grant.
Restrictions on the Award or Grant of Security Based Compensation
The Security Based Compensation under the Share Compensation Plan is subject to a number of restrictions:
| (a) | the total number of Common Shares issuable pursuant to all Security Based Compensation granted or awarded under the Share Compensation Plan and any other share compensation arrangements of the Company cannot exceed 10% of the Common Shares then outstanding. For greater certainty, any RSUs and DSUs that must be settled in cash in accordance with the RSU Agreement and the DSU Agreement (as these terms are defined below) approved by the Administrators at the time of grant shall not count towards the maximum of 10% of issued and outstanding Common Shares reserved under this Share Compensation Plan as required by the policies of the TSXV; |
| (b) | unless the Company obtains disinterested shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan to any one Participant in any 12 month period cannot exceed 5% of the Common Shares then outstanding; |
| (c) | the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan in any 12 month period to any one consultant shall not exceed 2% of the issued and outstanding Common Shares then outstanding; and |
| (d) | the maximum aggregate number of Common Shares issuable pursuant to all Options granted to Investor Relations Service Providers (as such term is defined in the Share Compensation Plan) under the Share Compensation Plan and any other share compensation arrangements of the Company in any 12 month period in aggregate shall not exceed 2% of the issued and outstanding Common Shares; provided, that Options granted to any and all Investor Relations Service Providers must vest in stages over a period of not less than 12 months with no more than ¼ of the Options vesting in any three month period in accordance with the vesting requirements set out in the TSXV’s policies. |
The following restrictions also apply to the Share Compensation Plan in accordance with TSXV Policy 4.4:
| (a) | All Security Based Compensation granted or issued under the Share Compensation Plan is non-assignable and non-transferable; |
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| (b) | Unless the Company obtains disinterested shareholder approval, the maximum aggregate number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan to Insider Participants (as such term is defined in the Share Compensation Plan) as a group shall not exceed 10% of the issued and outstanding Common Shares at any point in time; |
| (c) | Unless the Company obtains disinterested shareholder approval, the maximum number of Common Shares issuable pursuant to all Security Based Compensation granted or issued under the Share Compensation Plan in any 12 month period to Insider Participants as a group (together with those Common Shares issuable pursuant to any other share compensation arrangement) shall not exceed 10% of the issued and outstanding Common Shares, calculated as at the date that such Security Based Compensation is granted or issued to any Insider Participant; |
| (d) | Investor Relations Service Providers may not receive any Security Based Compensation other than Options; and |
| (e) | Any Security Based Compensation granted or issued to any Participant who is a director, officer, employee, consultant or management company employee must expire within 12 months following the date the Participant ceases to be an Eligible Person under the Share Compensation Plan. |
Restricted Share Units
The Administrators may award RSUs to Eligible Persons (other than Investor Relations Service Providers).
| (a) | Mechanics for RSUs |
RSUs awarded to Participants under the Share Compensation Plan are credited to an account that is established on their behalf and maintained in accordance with the Share Compensation Plan. After the vesting criteria of any RSUs awarded under the Share Compensation Plan are satisfied, a Participant shall be entitled to receive and the Company shall issue or pay (at its discretion): (i) a lump sum payment in cash equal to the number of vested RSUs recorded in the Participant’s RSU account multiplied by the market price of the Common Shares traded on the TSXV on the payout date; (ii) the number of Common Shares required to be issued to a Participant upon the vesting of such Participant’s RSUs in the Participant’s RSU account will be, duly issued as fully paid and non-assessable shares and such Participant shall be registered on the books of the Company as the holder of the appropriate number of Common Shares; or (iii) any combination of thereof.
| (b) | Vesting Provisions |
The Share Compensation Plan provides that: (i) at the time of the award of RSUs, the Administrators shall, subject to the TSXV rules, determine the vesting criteria applicable to the RSUs provided that, subject to certain exceptions set out in the Share Compensation Plan, no RSUs may vest before the date that is one year following the date of award; (ii) vesting of RSUs may include criteria such as performance vesting; (iii) each RSU shall be subject to vesting in accordance with the terms set out in an agreement evidencing the award of the RSU, which is attached as Exhibit A to the Share Compensation Plan (or in such form as the Administrators may approve from time to time) (the “RSU Agreement”); and (iv) all vesting and issuances or payments in respect of an RSU shall be completed no later than December 15 of the third calendar year commencing after the award date for such RSU.
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| (c) | Termination, Retirement and Other Cessation of Employment in connection with RSUs |
A person participating in the Share Compensation Plan will cease to be eligible to participate in the following circumstances: (i) receipt of any notice of termination of employment or service (whether voluntary or involuntary and whether with or without cause); (ii) retirement; and (iii) any cessation of employment or service for any reason whatsoever, including disability and death (an “Event of Termination”). In such circumstances, any vested RSUs will be issued as soon as practicable after the Event of Termination (and with respect to each RSU of a US Participant, such RSU will be settled and shares issued as soon as practicable following the date of vesting of such RSU as set forth in the applicable RSU Agreement, but in all cases within 60 days following such date of vesting); and, unless otherwise determined by the Administrators in their discretion and subject to the requirements set out in section 4.6 of TSXV Policy 4.4, any unvested RSUs shall vest and be settled before the earlier of (i) the vesting schedule set out in the applicable RSU Agreement and (ii) 12 months after the date of the Event of Termination (and with respect to any RSU of a US Participant, if the Administrators determine, in their discretion, to waive vesting conditions applicable to an RSU that is unvested at the time of an Event of Termination, such RSU shall not be forfeited or cancelled, but instead will be deemed to be vested and settled and shares delivered following the date of vesting date of such RSU as set forth in the applicable RSU Agreement).
If an Event of Termination occurs involving the death of a Participant occurs and such Participant is entitled to any RSUs under the Share Compensation Plan, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant’s death.
Subject to section 2.3(e) of the Share Compensation Plan and section 4.6 of TSXV Policy 4.4, notwithstanding the above, if a person retires in accordance with the Company’s retirement policy at such time, any unvested performance-based RSUs shall not be forfeited or cancelled and instead shall be eligible to become vested in accordance with the vesting conditions set forth in the applicable RSU Agreement after such retirement (as if retirement had not occurred), but only if the performance vesting criteria, if any, have been met on the applicable date.
For greater certainty, if a person is terminated for just cause or if a Participant resigns without good reason, all unvested RSUs will be forfeited and cancelled.
It is the current intention that RSUs may be awarded with both time-based vesting provisions as a component of the Company’s annual incentive compensation program, and performance-based vesting provisions as a component of the Company’s long-term incentive compensation program.
Under the Share Compensation Plan, should the date of vesting of an RSU fall within a blackout period formally imposed by the Company, such date of vesting shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the blackout period, such tenth business day to be considered the date of vesting for such RSU for all purposes under the Share Compensation Plan.
Stock Options
The Administrators may at any time and from time to time grant Options to Eligible Persons.
| (a) | Mechanics for Options |
Each Option granted pursuant to the Share Compensation Plan will entitle the holder thereof to the issuance of one Common Share upon achievement of the vesting criteria and payment of the applicable exercise price. Options granted under the Share Compensation Plan will be exercisable for Common Shares issued from treasury once the vesting criteria established by the Administrators at the time of the grant have been satisfied.
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| (b) | Vesting Provisions |
The Share Compensation Plan provides that the Administrators may determine when any Option will become exercisable and may determine that Options shall be exercisable in instalments or pursuant to a vesting schedule. The agreement evidencing the grant of the Option attached as Exhibit B to the Share Compensation Plan (or in such form as the Administrators may approve from time to time) (the “Option Agreement”) will disclose any vesting conditions prescribed by the Administrators.
| (c) | Termination, Retirement and Other Cessation of Employment in connection with Options |
A person participating in the Share Compensation Plan will cease to be eligible to participate where there is an Event of Termination. In such circumstances, any unvested Options, to the extent not available for exercise as of the date of the Event of Termination, shall, unless otherwise determined by the Administrators in their discretion, vest before the earlier of (i) the vesting schedule set out in the applicable Option Agreement and (ii) 12 months after the date of the Event of Termination. There can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the Exchange.
Except as otherwise stated in the Share Compensation Plan or otherwise determined by the Administrators in their discretion, any vested Options may be exercised only before the earlier of: (i) the expiry of the Option; and (ii) six months after the date of the Event of Termination.
If a person is terminated for just cause or if a Participant resigns without good reason, all Options (whether or not then exercisable) shall automatically be cancelled.
If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any Options under the Share Compensation Plan, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant’s death.
| (d) | Cashless Exercise |
Subject to prior approval by the Administrators, a Participant may elect cashless exercise. In such case, the Participant will not be required to deliver to the Administrators a cheque or other form of payment for the aggregate exercise price of the Options. Instead the following will apply:
| (i) | Whereby the Company has an arrangement with a brokerage firm pursuant to which the brokerage firm will loan money to a Participant to purchase the Common Shares underlying the Options. The brokerage firm then sells a sufficient number of Common Shares to cover the exercise price of the Options in order to repay the loan made to the Participant. The brokerage firm receives an equivalent number of Common Shares from the exercise of the Options and the Participant then receives the balance of Common Shares or the cash proceeds from the balance of such Common Shares. |
| (ii) | Before the relevant trade date, the Participant will deliver the Option exercise notice including details of the trades to the Company electing the cashless exercise and the Company will direct its registrar and transfer agent to issue a certificate for such Participant’s Common Shares in the name of the broker (or as the broker may otherwise direct) for the number of Common Shares issued on the exercise of the Options, against payment by the broker to the Company of (i) the exercise price for such Common Shares; and (ii) the amount the Company determines, in its discretion, is required to satisfy the Company withholding tax and source deduction remittance obligations in respect of the exercise of the Options and issuance of Common Shares. |
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| (iii) | The broker will deliver to the Participant the remaining value of the Options, net of any brokerage commission or other expenses (the “In-the-Money Amount”), in either (i) cash in an amount equal to the In-the-Money-Amount, or (b) such number of Common Shares (rounded down to the nearest whole number) having a fair market price equal to the In-the-Money Amount, plus a cash amount equal to the fraction of a Common Share that would otherwise be issuable multiplied by the fair market price of a Common Share. |
| (e) | Net Exercise |
Subject to prior approval by the Administrators, a Participant, excluding Investor Relations Service Providers, may elect to surrender for cancellation to the Company any vested Options being exercised and the Company will issue to the Participant, as consideration for the surrender of such Options, that number of Common Shares (rounded down to the nearest whole Common Share) on a net issuance basis in accordance with the following formula below:
| X | = | Y (A - B) | ||
| A |
where:
| X = | The number of Common Shares to be issued to the Participant in consideration for the net exercise of the Options; | |
| Y = | The number of vested Options with respect to the vested portion of the Option to be surrendered for cancellation; | |
| A = | The volume weighted average trading price of the Common Shares; and | |
| B = | The exercise price for such Options. | |
| (f) | Other Terms |
The Administrators will determine the exercise price and term/expiration date of each Option, provided that the exercise price in respect of that Option shall not be less than the Discounted Market Price on the date of grant. “Discounted Market Price” is defined in the TSXV Policy 1.1.
No Option shall be exercisable after ten years from the date the Option is granted. Should the term of an Option expire on a date that falls within a blackout period formally imposed by the Company, such expiration date shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the blackout period, such tenth business day to be considered the expiration date for such Option for all purposes under the Share Compensation Plan.
Deferred Share Units
The Administrators may fix, from time to time, a portion of the director fees that is to be payable in the form of DSUs.
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| (a) | Mechanics for DSUs |
Each Electing Person who elects to receive their Elected Amount in the form of DSUs in lieu of cash will be required to file a notice of election in accordance with the time frames set forth in the Share Compensation Plan. If no election is made within the required time frames, the Electing Person shall be deemed to have elected to be paid the entire amount of his or her Cash Fees in cash.
Each Electing Person who is not a US Participant is entitled once per calendar year to terminate his or her election to receive DSUs in lieu of Cash Fees by filing with a notice. Such termination shall be effective immediately upon receipt of such notice, provided that the Company has not imposed a blackout period. Thereafter, any portion of such Electing Person’s Cash Fees payable or paid in the same calendar year and, subject to complying with the provisions in the Share Compensation Plan, all subsequent calendar years shall be paid in cash.
An election by a US Participant to receive the Elected Amount in DSUs in lieu of cash for any calendar year is irrevocable for that calendar year after the expiration of the election period for that year, and any termination of the election will not take effect until the first day of the calendar year following the calendar year in which a termination notice is delivered.
The number of DSUs (including fractional DSUs) granted at any particular time will be calculated by dividing (i) the amount of any compensation that is to be paid in DSUs (including director fees and any Elected Amount), as determined by the Administrator, by (ii) the market price of a Common Share on the award date.
DSUs shall be settled on the date established in the DSU Agreement (as such term is defined below) provided, however that in no event shall a DSU be settled prior to a Participant’s termination date, or, in the case of a Canadian Participant, later than one year following the date of the applicable Canadian Participant’s termination date. In the case of a Participant (other than a Canadian Participant), in no event shall a DSU be settled later than three years following the date of the applicable Participant’s termination date, as more particularly set out in the Share Compensation Plan.
| (b) | Vesting Provisions |
The Administrators shall determine the vesting criteria applicable to DSUs, and DSUs shall not vest on a date that is earlier than 12 months following the date of grant or issue. All DSUs awarded shall be evidenced by a DSU agreement between the Company and the Participant, attached as Exhibit D to the Share Compensation Plan or in such other form as the Administrators may approve from time to time (the “DSU Agreement”).
| (c) | Termination, Retirement and Other Cessation of Employment in connection with RSUs |
If an Event of Termination has occurred in respect of any Participant, (i) any and all Common Shares corresponding to any vested DSUs in the Participant’s DSU account shall be issued as soon as practicable after the Event of Termination to the former Participant; and (ii) any unvested DSUs in the Participant’s DSU account shall, unless otherwise determined by the Administrators in their discretion or otherwise agreed to by the Company in an agreement with an Eligible Person, and subject to the requirements set out in section 4.6 of TSXV Policy 4.4, vest and be settled before the earlier of (a) the vesting schedule set out in the applicable DSU Agreement and (b) 12 months after the date of the Event of Termination.
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If an Event of Termination involving the death of a Participant occurs and such Participant is entitled to any DSUs, the heirs or administrators of such Participant must claim such Security Based Compensation within one year of the Participant’s death.
Subject to section 2.3(e) of the Share Compensation Plan and section 4.6 of TSXV Policy 4.4, if a Participant retires in accordance with the Company’s retirement policy, at such time, any unvested performance-based DSUs in the Participant’s DSU account shall not be forfeited by the Participant or cancelled and instead shall be eligible to become vested in accordance with the vesting conditions set forth in the applicable DSU Agreement after such retirement (as if retirement had not occurred), but only if the performance vesting criteria, if any, are met on the applicable date.
If a Participant’s employment is terminated for just cause or if a Participant resigns without good reason, each unvested DSUs in the Participant’s DSU account shall forthwith and automatically be forfeited by the Participant and cancelled.
Under the Share Compensation Plan, should the date of vesting of a DSU fall within a blackout period formally imposed by the Company, such date of vesting shall be automatically extended without any further act or formality to that date which is the tenth business day after the end of the blackout period, such tenth business day to be considered the date of vesting for such DSU for all purposes under the Share Compensation Plan.
Change of Control
Subject to section 2.3(e) of the Share Compensation Plan and section 4.6 of TSXV Policy 4.4, if there is a Change of Control (as such term is defined in the Share Compensation Plan) then, notwithstanding any other provision of the Share Compensation Plan except certain provision of the Share Compensation Plan which will continue to apply in all circumstances, any or all unvested RSUs and any or all Options (whether or not currently exercisable) and any or all unvested DSUs shall automatically vest or become exercisable, as applicable, such that Participants under the Share Compensation Plan shall be able to participate in the Change of Control transaction, including, at the election of the holder thereof, by surrendering such RSUs, Options and DSUs to the Company or a third party or exchanging such RSUs, Options or DSUs, for consideration in the form of cash and/or securities, to be determined by the Administrators in their sole discretion.
For greater certainty, the occurrence of a Change of Control will not trigger the right of a Participant to receive a payment in respect of a DSU prior to a termination date for such Participant. For clarity, RSUs, Options or DSUs of a Participant will only be accelerated as contemplated in section 7.2(a) of the Share Compensation Plan if such Participant ceases to be an Eligible Person in connection with the Change of Control.
Notwithstanding the foregoing, there can be no acceleration of the vesting requirements applicable to Options granted to an Investor Relations Service Provider without the prior written approval of the Exchange.
Transferability
RSUs, Options and DSUs awarded or granted under the Share Compensation Plan or any rights of a Participant cannot be transferred, assigned, charged, pledged or hypothecated, or otherwise alienated, whether by operation of law or otherwise.
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Reorganization and Change of Control Adjustments
In the event of any declaration by the Company of any stock dividend payable in securities (other than a dividend which may be paid in cash or in securities at the option of the holder of Common Shares), or any subdivision or consolidation of Common Shares, reclassification or conversion of the Common Shares, or any combination or exchange of securities, merger, consolidation, recapitalization, amalgamation, plan of arrangement, reorganization, spin off involving the Company, distribution (other than normal course cash dividends) of company assets to holders of Common Shares, or any other corporate transaction or event involving the Company or the Common Shares, the Administrators may, subject to any relevant resolutions of the Board and necessary TSXV approvals, and without liability to any person, make such changes or adjustments, if any, as the Administrators consider fair or equitable, to reflect such change or event including, without limitation, adjusting the number of RSUs, Options and DSUs outstanding under the Share Compensation Plan, the type and number of securities or other property to be received upon exercise or redemption thereof, and the exercise price of Options outstanding under the Share Compensation Plan, provided that the value of any RSU, Option and DSU immediately after such an adjustment shall not exceed the value of such RSU, Option and DSU prior thereto.
Amendment Provisions in the Share Compensation Plan
The Board may amend the Share Compensation Plan or any RSU or Option or DSU at any time without the consent of any Participant provided that such amendment shall:
| (a) | not adversely alter or impair any RSU previously awarded or any Option previously granted or any DSU previously awarded, except as permitted by the adjustment provisions of the Share Compensation Plan and with respect to RSUs, Options and DSUs of US Participants, such amendment will not result in the imposition of taxes under section 409A of the U.S. Internal Revenue Code of 1986, as amended; |
| (b) | be subject to any regulatory approvals including, where required, the approval of the TSXV; and |
| (c) | be subject to shareholder approval, where required by the requirements of the TSXV, provided that shareholder approval shall not be required for the following amendments: |
| (i) | amendments of a “housekeeping nature”, including any amendment to the Plan or a RSU or Option or DSU that is necessary to comply with applicable laws, tax or accounting provisions or the requirements of any regulatory authority or stock exchange and any amendment to the Share Compensation Plan or a RSU or Option or DSU to correct or rectify any ambiguity, defective provision, error or omission therein, including any amendment to any definitions therein; and |
| (ii) | amendments that are necessary or desirable for RSUs or Options or DSUs to qualify for favourable treatment under any applicable tax law; |
| (d) | be subject to disinterested shareholder approval in the event of any reduction in the exercise price, or the extension of the term, of any Option granted under the Share Compensation Plan to an Insider Participant. |
For greater certainty, shareholder approval will be required in circumstances where an amendment to the Share Compensation Plan would:
| (a) | change from a fixed maximum percentage of issued and outstanding Common Shares to a fixed maximum number of Common Shares; |
| (b) | increase the limits of the total number of Common Shares that are issuable pursuant to all Security Based Compensation granted or awarded under the Share Compensation Plan; |
| (c) | reduce the exercise price of any Option (including any cancellation of an Option for the purpose of reissuance of a new Option at a lower exercise price to the same person); |
| (d) | extend the term of any Option beyond the original term (except if such period is being extend by virtue of a blackout period); or |
| (e) | amend the amendment provisions set out in the Share Compensation Plan. |
- 13 -
Employment, consulting and management agreements
Mr. Kargl-Simard is paid for services to the Company as President and CEO through an employment agreement. Pursuant to his employment agreement, Mr. Kargl-Simard is entitled to an annual base salary of C$300,000 and incentive compensation in the form of an annual short-term incentive bonus with a target of C$300,000 for the 2025 fiscal year with the terms to be agreed by the Board annually based on achieving certain corporate objectives. The Company may terminate Mr. Kargl-Simard’s employment at any time for just cause and Mr. Kargl-Simard may terminate his employment on 30 days’ written notice. In the event Mr. Kargl-Simard’s employment is terminated by the Company without just cause, or if he resigns for Good Reason (as defined in the agreement) in connection with a Change of Control (as defined in the agreement), he will be entitled to (i) a lump sum payment equal to twice his annual base salary then in effect, (ii) twice the maximum short-term incentive bonus payable to him during that fiscal year, and (iii) the immediate vesting of all unvested compensation securities awarded to him. The amount payable to Mr. Kargl-Simard in the event of termination of his employment by the Company without just cause, or by Mr. Kargl-Simard for Good Reason, is estimated at $1,200,000, calculated as of the date of this Statement of Executive Compensation.
Ms. Kwong is paid for services to the Company as CFO and Corporate Secretary through an employment agreement. Pursuant to her employment agreement, Ms. Kwong is entitled to an annual base salary of C$240,000 and incentive compensation in the form of an annual short-term incentive bonus with a target of C$120,000 for the 2025 fiscal year with the terms to be agreed by the Board annually based on achieving certain corporate objectives. The Company may terminate Ms. Kwong’s employment at any time for just cause and Ms. Kwong may terminate her employment on 30 days’ written notice. In the event Ms. Kwong’s employment is terminated by the Company without just cause, or if she resigns for Good Reason (as defined in the agreement) in connection with a Change of Control (as defined in the agreement), she will be entitled to (i) a lump sum payment equal to twice her annual base salary then in effect, (ii) twice the maximum short-term incentive bonus payable to her during that fiscal year, and (iii) the immediate vesting of all unvested compensation securities awarded to her. The amount payable to Ms. Kwong in the event of termination of her employment by the Company without just cause, or by Ms. Kwong for Good Reason, is estimated at $744,000, calculated as of the date of this Statement of Executive Compensation.
Oversight and description of director and named executive officer compensation
The objective of the Company’s compensation program is to compensate the executive officers for their services to the Company at a level that is both in line with the Company’s fiscal resources and competitive with companies at a similar stage of development.
The Company compensates its executive officers based on their skill, qualifications, experience level, level of responsibility involved in their position, the existing stage of development of the Company, the Company’s resources, industry practice and regulatory guidelines regarding executive compensation levels.
The Board determines director and executive officer compensation and has implemented three levels of compensation to align the interests of the executive officers with those of the Shareholders. First, executive officers may be paid a monthly consulting fee or salary. Second, the Board may award executive officers long term incentives in the form of Options. Finally, and only in special circumstances, the Board may award cash or share bonuses for exceptional performance that results in a significant increase in Shareholder value. The Company does not provide medical, dental or any other benefits to the executive officers.
The base compensation of the executive officers is reviewed and set annually by the Board. The CEO has substantial input in setting annual compensation levels. The CEO is directly responsible for the financial resources and operations of the Company. In addition, the CEO and Board from time to time determine the Option grants to be made pursuant to the Company’s Share Compensation Plan. Previous grants of Options are taken into account when considering new grants. The Board awards bonuses at its sole discretion. The Board does not have pre-existing performance criteria or objectives.
- 14 -
Compensation for the most recently completed financial year should not be considered an indicator of expected compensation levels in future periods. All compensation is subject to and dependent on the Company’s financial resources and prospects.
Pension Plan Benefits
The Company does not have in place any pension plans that provide for payments or benefits at, following, or in connection with retirement.
ADDITIONAL INFORMATION
Additional information relating to the Company is available on the System for Electronic Document Analysis and Retrieval (SEDAR+) website at www.sedarplus.ca.
DATED this 26th day of June, 2025.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| “Christian Kargl-Simard” | |
| Christian Kargl-Simard | |
| Chief Executive Officer |
- 15 -
Exhibit 99.70
Date:
News Release: Ticker Symbols: |
June 26, 2025
25-15 TSXV: MOON; OTCQB: BMOOF |
|
BLUE MOON AWARDS MINING CONTRACT FOR THE CONSTRUCTION OF THE PORTAL AND EXPLORATION DECLINE FOR ITS BLUE MOON MINE IN MARIPOSA COUNTY, CALIFORNIA
TORONTO, Ontario – June 26, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQB: BMOOF), is pleased to announce the award of a contract to Small Mine Development, L.L.C. (“SMD”) for the construction of a portal and decline to enable underground mineral exploration activities at the Blue Moon volcanogenic massive sulphide (“VMS”) deposit (the “Project”), located in Mariposa County, California. This construction work represents a significant step forward for the Project’s development, as the portal and decline will provide access for infill and exploration drilling, and allow for further studies and investigations related to geology, rock mechanics, underground mining conditions, and metallurgical test work and ultimately to a mine commercialization decision.
Blue Moon undertook a formal request for proposal (“RFP”) process (see April 15, 2025 news release) to select a mining contractor, from which several proposals were received. SMD ultimately provided a proposal that was consistent with the Company’s Project objectives for Health & Safety, local employment, cost, schedule, and performance, making them a clear choice for the award of this contract.
The CEO of Blue Moon, Christian Kargl-Simard stated:
"The award of this contract represents a major step forward in the development of the critical metals related Blue Moon Mine. The ability to access the orebody from underground will greatly accelerate the Company’s plans towards a mine commercialization decision, and the minimal footprint at surface allows us to do so in a very responsible manner – both physically and environmentally. We are proud to have SMD as a partner on this significant milestone.”
Execution planning and additional engineering work to support construction will commence immediately, followed by the start of portal development in Q3-Q4 of this year. The exploration decline is expected to be complete by Q3-2026 and will include an underground exploration drilling campaign along with the aforementioned additional study work. This initial construction work is expected to generate at least 20 local employment opportunities directly with the mine and through SMD and their subcontractors. The Company is committed to supporting the economic and social development of the local and regional communities.
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).
About Small Mine Development (SMD)
Small Mine Development builds and operates America's underground mines. SMD’s mission is to be the leader in safe, productive and innovative mining solutions. They specialize in underground, hardrock mining and advance projects from exploration, through engineering, development, production mining, and, ultimately, closure.
Page 1 of 2
Date:
News Release: Ticker Symbols: |
June 26, 2025
25-15 TSXV: MOON; OTCQB: BMOOF |
|
For further information:
Blue Moon Metals Inc.
Christian Kargl-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
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 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 Project and its 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.
Page 2 of 2
Exhibit 99.71
Date: June 16, 2025
News Release: 25-14
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
|
BLUE MOON METALS COMPLETES FIRST BLAST ON NUSSIR ACCESS PORTAL AHEAD OF SCHEDULE
TORONTO, Ontario – June 16th, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce that the company has commenced underground construction on the Nussir Mine completing the first blast on the access portal on June 12, 2025; ahead of schedule.
Nussir’s mining contractor, Leonhard Nilsen & Sonner AS (“LNS”) will extend the decline approximately 2,500 meters providing a platform for further underground exploration. The exploration work to be completed over the next year will provide key engineering inputs and lead to a final investment decision in 2026.
Christian Kargl-Simard, Blue Moon’s CEO states: “This key milestone marks the start of the next chapter in the exciting Nussir story and brings us one step closer to putting this important critical metals mine into operation supplying Europe’s copper needs.”
Page 1 of 3
Date: June 16, 2025
News Release: 25-14
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
![]() |
About Blue Moon
Blue Moon is advancing 3 brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 2 of 3
Date: June 16, 2025
News Release: 25-14
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
![]() |
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. 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 Nussir Mine and its 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.
Page 3 of 3
Exhibit 99.72
Date: June 5, 2025
News Release: 25-13
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
![]() |
BLUE MOON METALS NUSSIR COPPER PROJECT RECEIVES SPECIAL
STRATEGIC PROJECT STATUS FROM THE EUROPEAN UNION
TORONTO, Ontario – June 5th, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce on June 4, 2025, the European Union (“EU”) Commission designated Blue Moon’s Nussir Project, located in Northern Norway, as a Strategic Critical Raw Material Project. Acting under the provisions of the 2023 EU Critical Raw Materials Act (CRMA), the commission added a total of 13 projects outside of the block to its Strategic projects list. The CRMA seeks to diversify the supply of critical minerals and reduce dependence on China.
Nussir is the first project located in Norway to receive this designation and will benefit from coordinated support by the EU Commission, better access to public and private financing through various funding programs, and political support for the advancement of the project, among other benefits. The selection process included technical, environmental, and social reviews by independent experts to assess compliance with CRMA’s stipulations. Of the 13 global projects added, only the Nussir Project is a primary copper project.
Christian Kargl-Simard, CEO of Blue Moon states; “Being defined as a Critical Raw Material Act Strategic Project is yet another milestone for Nussir and a strong endorsement of the work done to date. This inclusion will open up new opportunities for the Company. We look forward to working together with the EU Commission and our stakeholders to maximize the local and regional benefits of the project, to support Europe’s self-relance for critical mineral supply, and to significantly contribute to the green energy transition in the current geopolitically complex backdrop. We look forward to providing a clean copper supply to Europe for decades to come, especially with one of the cleanest copper concentrates in the world, powered solely from renewable energy sources.”
About Blue Moon
Blue Moon is advancing 3 brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 1 of 2
Date: June 5, 2025
News Release: 25-13
Ticker Symbols: TSXV: MOON; OTCQX: BMOOF |
![]() |
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. 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 Nussir Project and its 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.
Page 2 of 2
Exhibit 99.73
Notice Declaring Intention
to be Qualified under
National Instrument 44-101 – Short Form Prospectus Distributions
(“NI 44-101”)
| TO: | British Columbia Securities Commission (as principal regulator) |
| AND TO: | Alberta Securities Commission |
| Autorité des marchés financiers |
Blue Moon Metals Inc. (the “Issuer”) intends to be qualified to file a short form prospectus under NI 44-101. The Issuer acknowledges that it must satisfy all applicable qualification criteria prior to filing a preliminary short form prospectus. This notice does not evidence the Issuer’s intent to file a short form prospectus, to enter into any particular financing or transaction or to become a reporting issuer in any jurisdiction. This notice will remain in effect until withdrawn by the Issuer.
DATED this 4th day of June, 2025.
| BLUE MOON METALS INC. | |||
| Per: | (signed) “Christian Kargl-Simard” | ||
| Name: | Christian Kargl-Simard | ||
| Title: | Chief Executive Officer | ||
Exhibit 99.74
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2025
(Unaudited – prepared by management)
(Expressed in Canadian dollars)
Blue Moon Metals Inc.
Condensed Interim Consolidated Financial Statements
(unaudited – prepared by management)
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| March 31, 2025 | December 31, 2024 | |||||||||||
| ASSETS | Note | $ | $ | |||||||||
| Cash | 20,495,161 | 3,001,720 | ||||||||||
| Restricted Cash | 155,707 | 27,006,386 | ||||||||||
| Other receivables and prepaid expenses | 7 | 267,379 | 251,802 | |||||||||
| Deferred share issuance costs | 10 | - | 417,101 | |||||||||
| Deferred acquisition costs | 3 | - | 527,744 | |||||||||
| Marketable securities | 5 | 467,500 | 467,500 | |||||||||
| CURRENT ASSETS | 21,385,747 | 31,672,253 | ||||||||||
| Mineral properties, plant and equipment | 4 | 144,593,519 | 700,691 | |||||||||
| ASSETS | 165,979,266 | 32,372,944 | ||||||||||
| LIABILITIES | ||||||||||||
| Accounts payable and accrued liabilities | 8 | 1,911,172 | 902,700 | |||||||||
| Deferred income | 156,406 | - | ||||||||||
| Subscription receipts | 10 | - | 27,000,084 | |||||||||
| Other liabilities – current | 9 | 2,395,124 | 7,295 | |||||||||
| CURRENT LIABILITIES | 4,462,702 | 27,910,079 | ||||||||||
| Other liabilities – non current | 11,901 | 6,079 | ||||||||||
| LIABILITIES | 4,474,603 | 27,916,158 | ||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Share capital | 10 | 168,665,129 | 16,455,925 | |||||||||
| Contributed surplus | 1,966,593 | 1,714,965 | ||||||||||
| Accumulated other comprehensive income | 145,737 | - | ||||||||||
| Deficit | (15,137,163 | ) | (13,714,104 | ) | ||||||||
| Equity attributable to Blue Moon Metals Inc shareholders | 155,640,296 | 4,456,786 | ||||||||||
| Non-controlling interests | 5,864,367 | - | ||||||||||
| SHAREHOLDERS’ EQUITY | 161,504,663 | 4,456,786 | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | 165,979,266 | 32,372,944 | ||||||||||
| Nature of operations and going concern | 1 |
Approved by the Board of Directors on May 23, 2025
| / s/ Christian Kargl-Simard | /s/ Karin Thorburn |
| Christian Kargl-Simard, Director | Karin Thorburn, Director |
| The accompanying notes are an integral part of these condensed interim consolidated financial statements | - 2 - |
Blue Moon Metals Inc.
Condensed Interim Consolidated Financial Statements
(unaudited – prepared by management)
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
| For the three months ended March 31, | 2025 | 2024 | ||||||||||
| Note | $ | $ | ||||||||||
| Employee benefits | 277,523 | - | ||||||||||
| Professional and consulting fees | 155,651 | 9,631 | ||||||||||
| General exploration expenses | 6 | 745,077 | 10,328 | |||||||||
| Filing and regulatory fees | 52,749 | 18,254 | ||||||||||
| General administrative costs | 41,232 | 4,163 | ||||||||||
| Share-based payments | 264,437 | 15,126 | ||||||||||
| Shareholder communication and travel | 105,944 | 6,895 | ||||||||||
| Depreciation | 4 | 379 | - | |||||||||
| Foreign exchange gain | (8,226 | ) | (51 | ) | ||||||||
| Interest expense | 38 | 1,626 | ||||||||||
| Interest income | (146,445 | ) | (3,956 | ) | ||||||||
| Other income | (14,219 | ) | - | |||||||||
| NET LOSS | 1,474,140 | 62,016 | ||||||||||
| NET LOSS ATTRIBUTABLE TO: | ||||||||||||
| Blue Moon Metals Inc. shareholders | 1,423,059 | 62,016 | ||||||||||
| Non-controlling interests | 51,081 | - | ||||||||||
| Net loss | 1,474,140 | 62,016 | ||||||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||
| Foreign currency translation differences | (145,737 | ) | - | |||||||||
| TOTAL COMPREHENSIVE LOSS | 1,328,403 | 62,016 | ||||||||||
| Basic and diluted loss per common share attributable to Blue Moon Metals | ||||||||||||
| Inc. shareholders | 0.06 | 0.02 | ||||||||||
| Weighted average number of common shares outstanding – basic and | ||||||||||||
| diluted | 22,196,932 | 2,640,409 | ||||||||||
| The accompanying notes are an integral part of these condensed interim consolidated financial statements | - 3 - |
Blue Moon Metals Inc.
Condensed Interim Consolidated Financial Statements
(unaudited – prepared by management)
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the three months ended March 31, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net loss | (1,474,140 | ) | (62,016 | ) | ||||
| Items not affecting cash | ||||||||
| Share-based payments | 264,437 | 15,126 | ||||||
| Depreciation | 379 | - | ||||||
| Recognition of deferred income | (14,219 | ) | - | |||||
| Foreign exchange gain | (8,226 | ) | - | |||||
| Change in non-cash working capital items | 1,018,814 | (1,902 | ) | |||||
| CASH USED IN OPERATING ACTIVITIES | (212,955 | ) | (48,792 | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Transaction costs to acquire mineral properties | (3,863,727 | ) | - | |||||
| Acquisition of REAS, net of cash acquired | (11,042,287 | ) | - | |||||
| Cash acquired in Nussir | 792,997 | - | ||||||
| Cash acquired in NSG | 9,611 | - | ||||||
| CASH USED IN INVESTING ACTIVITIES | (14,103,406 | ) | - | |||||
| FINANCING ACTIVITIES | ||||||||
| Net proceeds from issuance of shares | 4,984,453 | - | ||||||
| Repayment of loan | - | (45,000 | ) | |||||
| Interest paid on loan | - | (1,626 | ) | |||||
| CASH PROVIDED BY (USED) IN FINANCING ACTIVITIES | 4,984,453 | (46,626 | ) | |||||
| Effect of foreign exchange on cash balances | (25,330 | ) | - | |||||
| CHANGE IN CASH AND RESTRICTED CASH | (9,357,238 | ) | (95,418 | ) | ||||
| Cash and restricted cash – beginning | 30,008,106 | 355,343 | ||||||
| CASH AND RESTRICTED CASH - ENDING | 20,650,868 | 259,925 | ||||||
Supplemental disclosure with respect to cash flow information (Note 14)
| The accompanying notes are an integral part of these condensed interim consolidated financial statements | - 4 - |
Blue Moon Metals Inc.
Condensed Interim Consolidated Financial Statements
(unaudited – prepared by management)
(Expressed in Canadian dollars)
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Note | Number
of Shares |
Share
Capital $ |
Contributed Surplus $ |
Accumulated
Other Comprehensive Income $ |
Deficit
$ |
Non-controlling interests $ |
Shareholders’
Equity $ |
|||||||||||||||||||||||||
| DECEMBER 31, 2023 | 2,640,409 | 12,525,301 | 1,574,516 | - | (13,218,348 | ) | - | 881,469 | ||||||||||||||||||||||||
| Share-based compensation | - | - | 15,126 | - | - | - | 15,126 | |||||||||||||||||||||||||
| Loss and comprehensive loss | - | - | - | - | (62,016 | ) | - | (62,016 | ) | |||||||||||||||||||||||
| MARCH 31, 2024 | 2,640,409 | 12,525,301 | 1,589,642 | - | (13,280,364 | ) | - | 834,579 | ||||||||||||||||||||||||
| Private placement | 3,640,003 | 3,924,009 | - | - | - | - | 3,924,009 | |||||||||||||||||||||||||
| Private placement issuance costs | - | (59,299 | ) | - | - | - | - | (59,299 | ) | |||||||||||||||||||||||
| Option exercise | 45,000 | 65,914 | (20,914 | ) | - | - | - | 45,000 | ||||||||||||||||||||||||
| Share-based compensation | - | - | 146,237 | - | - | - | 146,237 | |||||||||||||||||||||||||
| Loss and comprehensive loss | - | - | - | - | (433,740 | ) | - | (433,740 | ) | |||||||||||||||||||||||
| DECEMBER 31, 2024 | 6,325,412 | 16,455,925 | 1,714,965 | - | (13,714,104 | ) | - | 4,456,786 | ||||||||||||||||||||||||
| Conversion of subscription receipt | 10 | 9,000,035 | 27,000,084 | - | - | - | - | 27,000,084 | ||||||||||||||||||||||||
| Private placements | 10 | 1,797,660 | 5,392,980 | - | - | - | - | 5,392,980 | ||||||||||||||||||||||||
| Share issuance costs | - | (834,689 | ) | - | - | - | - | (834,689 | ) | |||||||||||||||||||||||
| Nussir acquisition | 3 | a | 24,168,149 | 85,796,930 | - | - | - | 5,915,448 | 91,712,378 | |||||||||||||||||||||||
| NSG acquisition | 3 | b | 5,608,000 | 19,908,399 | - | - | - | - | 19,908,399 | |||||||||||||||||||||||
| REAS acquisition | 3 | c | 4,210,000 | 14,945,500 | - | - | - | - | 14,945,500 | |||||||||||||||||||||||
| Share-based compensation | - | - | 251,628 | - | - | - | 251,628 | |||||||||||||||||||||||||
| Net loss | - | - | - | - | (1,423,059 | ) | (51,081 | ) | (1,474,140 | ) | ||||||||||||||||||||||
| Other comprehensive income | - | - | - | 145,737 | - | - | 145,737 | |||||||||||||||||||||||||
| MARCH 31, 2025 | 51,109,256 | 168,665,129 | 1,966,593 | 145,737 | (15,137,163 | ) | 5,864,367 | 161,504,663 | ||||||||||||||||||||||||
| The accompanying notes are an integral part of these condensed interim consolidated financial statements | - 5 - |
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
| a) | Nature of Operations |
Blue Moon Metals Inc. (“Blue Moon” or the “Company”) is an exploration stage company which is focused on the exploration and development of mineral resource properties.
The Company was incorporated on January 15, 2007 under British Columbia’s Business Corporations Act. Its registered office is at 2700-1133 Melville Street, Vancouver BC V6E 4E5 and its head office is at 550-220 Bay Street, Toronto, Ontario, M5J 2W4.
The Company owns the zinc-silver-gold-copper Blue Moon project in California through its wholly owned subsidiary Keystone Mines Inc. (“Keystone Mines”), the Nussir copper-gold-silver property (“Nussir Project”) in Norway through its 93.55% owned subsidiary Nussir ASA (“Nussir”), and the Sulitjelma copper-zinc property (“Sulitjelma Project”) in Norway through its wholly owned subsidiary Nye Sulitjelma Gruver SA (“NSG”). See note 3 for more details.
On March 14, 2025, the Company completed a 10:1 share consolidation. All references to the number of shares and per share amounts have been retroactively restated to reflect the consolidation.
These financial statements were approved for issue by the Company’s Board of Directors on May 23, 2025.
| b) | Going Concern |
The nature of the Company’s operations requires significant expenditures for the acquisition, exploration, and evaluation of mineral properties. To date, the Company has not received any revenue from mining operations and is considered to be in the advanced exploration stage. The Company’s operations have been primarily funded from equity financings. The Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, and operations.
These consolidated interim financial statements have been prepared using IFRS® Accounting Standards applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from equity transactions or through other arrangements. The Company has been successful in securing financing in the past, but there can be no assurance that it will be able to do so in the future. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.
These consolidated interim financial statements do not reflect the adjustments to the carrying values of the assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumptions deemed to be inappropriate. These adjustments could be material.
- 6 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| 2. | BASIS OF PRESENTATION AND SUMMARY OF MATERIAL ACCOUNTING POLICIES |
| a) | Basis of Presentation |
These unaudited condensed interim consolidated financial statements have been prepared in accordance with IFRS® as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) as applicable to the preparation of interim financial statements under IAS 34, Interim Financial Reporting. The condensed interim consolidated financial statements should be read in conjunction with the Company’s annual consolidated financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS Accounting Standards.
The Company’s presentation currency is Canadian (“C$”) dollars. Reference herein of $ or C$ is to Canadian Dollars and NOK is to Norwegian Krone.
Balance sheet items are classified as current if receipt or payment is due within twelve months. Otherwise, they are presented as non-current.
| b) | Material Accounting Policies |
Acquisition of Norwegian properties
Management determined that the Company’s acquisition of Nussir, NSG and Repparfjord Eiendom AS (“REAS”), did not meet the definition of a business combination under IFRS 3, each transaction was accounted for as an asset acquisition.
This conclusion was based on the application of the optional concentration test under IFRS 3, which was met in all cases. For the Nussir and NSG acquisitions, substantially all of the fair value of the gross assets acquired were concentrated in the mineral properties. In the case of REAS, the concentration was primarily in the property, plant and equipment. Accordingly, the acquisitions have been accounted for as an asset acquisition in accordance with IFRS 2 – Share-based Payment.
The identifiable assets and liabilities acquired are measured at their relative fair values as at the date of acquisition. The excess of the consideration paid for the identifiable assets and liabilities acquired was attributed to the mineral properties of the Nussir and NSG projects, and the property plant and equipment of REAS. The determination of the relative fair values requires management to make assumptions and estimates on the future production profile, construction costs metal prices, discount rates, and exchange rates. Changes in assumptions or estimates could affect the relative fair value of the assets acquired and liabilities assumed in the purchase price allocation.
- 7 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| c) | Significant Judgements and Estimates in Applying the Company’s Accounting Policies |
Significant Judgments
The preparation of these consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern: The assumption of the going concern of the Company as discussed in Note 1(b) above.
Reverse Acquisition Assessment
The Company completed multiple acquisitions during the period and assessed whether any constituted a reverse acquisition under IFRS 3. This involved an evaluation of control, including an assessment of the relative voting rights in the combined entity and board and management composition. Management concluded that none of the transactions met the criteria for a reverse acquisition and the Company remained the accounting acquirer in all cases.
Estimations and Assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i) Exploration and Evaluation Assets
The carrying amount of the Company’s exploration and evaluation assets properties does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.
ii) Share-based Payments
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.
- 8 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
iii) Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
New standards and interpretations not yet adopted
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 introduces a revised structure for the income statement, requiring presentation of income and expenses within operating, investing and financing categories and mandating specified subtotals. It also sets disclosure requirements for management-defined performance measures and provides enhanced guidance on aggregation and disaggregation in the financial statements and notes.
IFRS 18 does not change the recognition or measurement of items, nor the classification of items within other comprehensive income. It is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required and early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify classification, measurement and disclosure requirements for financial instruments. The updates address the derecognition of financial liabilities settled electronically and provide guidance on assessing contractual cash flows for features such as ESG-linked terms under the solely payments of principal and interest criterion. New disclosure requirements were also introduced for contingent features and equity instruments designated at fair value through other comprehensive income.
In December 2024, further amendments were issued relating to contracts referencing nature-dependent electricity. These clarify the ‘own-use’ exception, cash flow hedge accounting and introduce new disclosure requirements.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Company is evaluating the impact of these amendments on its consolidated financial statements.
- 9 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| 3. | ACQUISITION OF NORWEGIAN ASSETS |
| a) | Nussir |
On February 26, 2025, the Company closed the acquisition of Nussir, which owns the Nussir Project, for a purchase price of $89,940,936. On closing, the Company issued 24,168,149 common shares in the Company to the shareholders of Nussir for 93.55% of the issued and outstanding shares of Nussir.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Nussir brownfield property and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
| Fair value of 24,168,149 common shares issued by the Company (i) | $ | 85,796,930 | ||
| Transaction costs | 4,144,006 | |||
| Total purchase price | $ | 89,940,936 | ||
| Assets acquired and liabilities assumed: | ||||
| Cash | $ | 792,997 | ||
| Other receivables and prepaid expenses | 39,423 | |||
| Mineral properties | 95,222,303 | |||
| Total assets | 96,054,723 | |||
| Accounts payable and accrued liabilities | (177,125 | ) | ||
| Other liabilities – current | (21,214 | ) | ||
| Total liabilities | (198,338 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 95,856,384 | ||
| Less: Non-controlling interests | 5,915,448 | |||
| Blue Moon’s 93.55% share of Nussir | $ | 89,940,936 |
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on February 26, 2025 (Note 10). |
The Company used the proportionate method in measuring non-controlling interests at the acquisition date. No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| b) | NSG |
On February 26, 2025, the Company closed the acquisition of NSG, which owns the Sulitjema Project, for a purchase price of $20,148,644. On closing, the Company issued 5,608,000 common shares in the Company to the shareholders of NSG for 100% of the issued and outstanding shares of NSG.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Sulitjelma brownfield property and therefore accounted for the transaction as an asset acquisition.
- 10 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
The purchase price is as follows:
| Fair value of 5,608,000 common shares issued by the Company (i) | $ | 19,908,399 | ||
| Transaction costs | 240,245 | |||
| Total purchase price | $ | 20,148,644 | ||
| Assets acquired and liabilities assumed: | ||||
| Cash | $ | 9,611 | ||
| Other receivables and prepaid expenses | 20,941 | |||
| Mineral properties | 20,151,896 | |||
| Total assets | 20,182,448 | |||
| Accounts payable and accrued liabilities | (31,232 | ) | ||
| Other liabilities – current | (2,572 | ) | ||
| Total liabilities | (33,804 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 20,148,644 |
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on February 26, 2025 (Note 10). |
As part of the NSG acquisition, the Company may be required to make future milestone payments contingent upon the achievement of certain development and permitting events. These payments were not recognized as liabilities at the acquisition date as the underlying conditions had not been met and the probability and timing of the payments could not be reliably measured. The Company will reassess the contingent amounts in future periods as project milestones are progressed.
No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| c) | REAS |
On March 6, 2025, the Company closed the acquisition of Repparfjord Eiendom AS (“REAS”) from Wergeland Eindom AS (“WG”) for a purchase price of $26,172,452. On closing, the Company issued 4,210,000 common shares in the Company and $11,006,855 in cash to WG.
Management determined that substantially all of the fair value of the gross assets acquired is concentrated in the Oyen industrial land and therefore accounted for the transaction as an asset acquisition.
The purchase price is as follows:
| Cash consideration | $ | 11,006,855 | ||
| Fair value of 4,210,000 common shares issued by the Company (i) | 14,945,500 | |||
| Transaction costs | 220,097 | |||
| Total purchase price | $ | 26,172,452 |
- 11 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| Assets acquired and liabilities assumed: | ||||
| Cash | $ | 184,665 | ||
| Other receivables and prepaid expenses | 254,236 | |||
| Property, plant and equipment | 28,350,863 | |||
| Total assets | 28,789,764 | |||
| Accounts payable and accrued liabilities | (67,844 | ) | ||
| Deferred income | (367 | ) | ||
| Other liabilities – current | (2,549,101 | ) | ||
| Total liabilities | (2,617,312 | ) | ||
| Total assets acquired and liabilities assumed, net | $ | 26,172,452 | ||
| i. | The fair value of the common shares issued was determined using the Company’s share price of C$3.55 at the close of business on March 7, 2025 (Note 10). |
No goodwill was recognized as the transaction was accounted for as an asset acquisition.
| 4. | MINERAL PROPERTIES, PLANT AND EQUIPMENT |
Mineral properties, plant and equipment are comprised of the following:
| Mineral | Property, Plant | |||||||||||
| Cost | Properties $ | and Equipment $ | Total $ | |||||||||
| As at December 31, 2024 | 698,007 | 5,706 | 703,713 | |||||||||
| Nussir acquisition (Note 3a) | 95,222,303 | - | 95,222,303 | |||||||||
| NSG acquisition (Note 3b) | 20,151,896 | - | 20,151,896 | |||||||||
| REAS acquisition (Note 3c) | - | 28,350,863 | 28,350,863 | |||||||||
| Additions | - | 7,220 | 7,220 | |||||||||
| Effects of foreign exchange | 158,000 | 2,925 | 160,925 | |||||||||
| As at March 31, 2025 | 116,230,206 | 28,366,714 | 144,596,920 | |||||||||
| Accumulated depreciation, depletion and amortization | ||||||||||||
| As at December 31, 2024 | - | 3,022 | 3,022 | |||||||||
| Depreciation | - | 379 | 379 | |||||||||
| As at March 31, 2025 | - | 3,401 | 3,401 | |||||||||
| Net book value | ||||||||||||
| As at December 31, 2024 | 698,007 | 2,684 | 700,691 | |||||||||
| As at March 31, 2025 | 116,230,206 | 28,363,313 | 144,593,519 | |||||||||
- 12 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
During the quarter ended March 31, 2025, the Company completed the acquisitions of Nussir, NSG and REAS (Note 3). As a result, the following amounts were recognized:
Nussir
Acquired $95.2 million in mineral properties, plant and equipment. In addition, $4.1 million of transaction costs directly related to the acquisition were capitalized to mineral properties.
NSG
Acquired $20.2 million in mineral properties, plant and equipment. In addition, $0.2 million of transaction costs directly related to the acquisition were capitalized to mineral properties.
REAS
Acquired $28.4 million in property, plant and equipment. In addition, $0.2 million of transactions costs directly related to the acquisition were capitalized to property, plant and equipment.
| 5. | MARKETABLE SECURITIES |
As at March 31, 2025, the Company held 4,250,000 common shares of Honey Badger Silver Inc. (TSXV: TUF), received in connection with the disposition of a mineral property in 2024. The investment is classified as a financial asset measured as fair value through profit or loss. The fair value of the shares was $467,500 based on the closing market price at period end. No change in fair value was recorded during the quarter.
| 6. | GENERAL EXPLORATION EXPENSES |
| For the three months ended March 31, | 2025 $ | 2024 $ | ||||||
| Claims costs | 9,849 | - | ||||||
| Camp operations | 234,457 | 10,328 | ||||||
| Engineering studies | 382,151 | - | ||||||
| Prospecting and geology | 16,189 | - | ||||||
| Permitting | 102,431 | - | ||||||
| TOTAL | 745,077 | 10,328 | ||||||
| 7. | OTHER RECEIVABLES AND PREPAID EXPENSES |
| March 31, | December 31, | |||||||
| 2025 $ | 2024 $ | |||||||
| Supplier advance | 68,305 | 50,000 | ||||||
| Canadian value added tax receivable | 101,461 | 41,139 | ||||||
| Prepaid expenses | 62,373 | - | ||||||
| Other receivables | 35,240 | 160,663 | ||||||
| TOTAL | 267,379 | 251,802 | ||||||
- 13 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| 8. | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES |
| March 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Accounts payable | 505,368 | 400,891 | ||||
| Accrued liabilities and other | 1,405,804 | 501,809 | ||||
| TOTAL | 1,911,172 | 902,700 |
| 9. | OTHER LIABILITIES - CURRENT |
| March 31, | December 31, | |||||
| 2025 | 2024 | |||||
| $ | $ | |||||
| Provision – Port of Hammerfest claim | 2,097,101 | - | ||||
| Other | 298,023 | 7,295 | ||||
| TOTAL | 2,395,124 | 7,295 |
Repparfjord Eiendom AS is subject to a claim from Hammerfest Havn KF, relating to historical quay usage and maintenance. The Company disputes the basis of the claim and has received external legal advice supporting parts of the claim. As at March 31, 2025 a provision of $2,097,101 (NOK 15.4 million) remains on the statement of financial position.
| 10. | SHARE CAPITAL |
| a) | Authorized share capital |
Authorized share capital consists of an unlimited number of common shares without par value, unlimited Class “A” preferred shares with par value of $10 per share, and unlimited Class “B” preferred shares without par value. No preferred shares have been issued.
- 14 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| b) | Common shares |
The following shows the Corporation’s issued and outstanding common shares and the prices at which the shares are issued.
| Number
of Common Shares | Weighted Average Share Price | |||||||
| Balance as at January 1, 2024 | 2,640,409 | |||||||
| Shares issued under private placement | 2,640,000 | $ | 0.35 | |||||
| Unit Shares issued under Concurrent Offering | 1,000,003 | $ | 3.00 | |||||
| Shares issued on exercise of options | 45,000 | $ | 1.00 | |||||
| Balance as at December 31, 2024 | 6,325,412 | |||||||
| Conversion of subscription receipts | 9,000,035 | $ | 3.00 | |||||
| Shares issued under private placement | 1,797,660 | $ | 3.00 | |||||
| Nussir acquisition | 24,168,149 | $ | 3.55 | |||||
| NSG acquisition | 5,608,000 | $ | 3.55 | |||||
| REAS acquisition | 4,210,000 | $ | 3.55 | |||||
| Balance as at March 31, 2025 | 51,109,256 | |||||||
| i. | Acquisitions |
On February 26, 2025, the Company closed the acquisitions of Nussir and NSG (Note 3) and issued 24,168,149 and 5,608,000 shares respectively at a price of $3.55 per common share.
On March 6, 2025, the Company closed the acquisition of REAS (Note 3) and issued 4,210,000 shares at a price of $3.55 per common share.
| ii. | Financing |
On February 26, 2025, on closing of the Nussir and NSG transactions, 9,000,028 Subscription Receipts, issued as part of the December 19, 2024 unit financing were automatically converted into 9,000,035 common shares of the Company without payment of additional consideration (rounding due to the 10:1 share consolidation).
On February 26, 2025, the Company issued 47,660 shares at a price of $3.00 per common share for gross proceeds of $142,980.
On March 7, 2025, the Company closed the second tranche of financing from Hartree Partners LP in connection with the Nussir and NSG Transactions. Hartree purchased 1,750,000 shares at a price of $3.00 per share for total gross proceeds of $5,250,000.
On December 19, 2024, the Company completed a brokered unit financing in connection with the Nussir and NSG transactions, issuing 1,000,003 units at $30.00 per common share and nine subscription units. Proceeds of $3.0 million related to the common shares were released at closing, while $27.0 million related to the subscription units was held in escrow until converted into common shares on February 26, 2025. Share issuance costs of $44,679 were recorded in Q4 2024, and deferred share issuance costs of $417,101 were reclassified to equity in the first quarter upon conversion.
- 15 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
On August 30, 2024, the Company issued 2,640,000 shares at a price of $0.35 per common share for gross proceeds of $924,000.
| 11. | WARRANTS, STOCK OPTIONS, RESTRICTED STOCK UNITS (“RSUS”), AND DEFERRED STOCK UNITS (“DSUS”) |
| a) | Warrants |
The following table summarizes the Company’s outstanding warrants and the changes during the period ended March 31, 2025.
| Weighted Average | |||||||
| Warrants | Exercise Price | ||||||
| Balance as at January 1, 2024 | 196,380 | $ | 12.00 | ||||
| Expired unexercised | (196,380 | ) | - | ||||
| Balance as at December 31, 2024 and March 31, 2025 | - | - | |||||
| b) | Stock options |
The following table summarizes the stock option activity for the period:
| Number of | Weighted average | |||||||
| Stock options | exercise price | |||||||
| Balance as at January 1, 2024 | 39,500 | $ | 5.23 | |||||
| Granted | 235,000 | $ | 2.17 | |||||
| Exercised | (45,000 | ) | $ | 1.00 | ||||
| Expired, unexercised | (48,000 | ) | $ | 3.52 | ||||
| Balance as at December 31, 2024 | 181,500 | $ | 2.77 | |||||
| Granted | 275,000 | $ | 3.55 | |||||
| Balance as at March 31, 2025 | 456,500 | $ | 3.24 | |||||
Stock options outstanding and exercisable are as follows:
| Number of | Average remaining | |||||||||||||||
| Stock options | contractual life | Number of stock | ||||||||||||||
| Expiry Date | Exercise Price | outstanding | (years) | options exercisable | ||||||||||||
| September 30, 2025 | $ | 5.00 | 11,500 | 0.50 | 11,500 | |||||||||||
| January 9, 2029 | $ | 1.00 | 55,000 | 3.78 | 36,666 | |||||||||||
| November 1, 2029 | $ | 3.40 | 115,000 | 4.59 | - | |||||||||||
| February 26, 2030 | $ | 3.55 | 275,000 | 4.91 | - | |||||||||||
| MARCH 31, 2025 | 456,500 | 4.58 | 48,166 | |||||||||||||
- 16 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
During the three months ended March 31, 2025, the Corporation recorded share-based compensation expense of $114,533 (2024: $15,126) relating to stock options. 275,000 options were granted during the three months ended March 31, 2025 (2024: 120,000).
The weighted-average fair value of stock options granted during the three months ended March 31, 2025, was estimated on the dates of grant to be $3.55 per option granted using the Black-Scholes option pricing model with the following assumptions:
| Three months ended March 31, | 2025 | 2024 | ||||||
| Expected life (years) | 5.0 | 3.0 | ||||||
| Risk-free interest rate (%) | 2.6 | 3.77 | ||||||
| Expected volatility (%) | 215 | 120 | ||||||
| Expected dividend yield (%) | - | - | ||||||
| Expected forfeitures (%) | - | - | ||||||
| c) | RSUs |
The following table summarizes the RSU activity for the period:
| Weighted | ||||||||
| Number of | Average Value at | |||||||
| RSUs | Date of Grant | |||||||
| Balance as at January 1, 2024 | - | $ | - | |||||
| Granted | 37,500 | 3.40 | ||||||
| Balance as at December 31, 2024 | 37,500 | $ | 3.40 | |||||
| Granted | - | - | ||||||
| Balance as at March 31, 2025 | 37,500 | $ | 3.40 | |||||
Under the Corporation’s Plan, RSUs are granted to employees, directors and non-employees as approved by the Corporation’s Board of Directors. Each RSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Corporation. RSUs granted to date vest over a period of three years. None of the RSUs granted have vested as of March 31, 2025.
On November 1, 2024, 37,500 RSUs were granted. As the Company intends to settle in cash, the cost of the RSUs is recognized as an other liability in the statement of financial position and as an expense in the consolidated statements of loss. The liability is re-measured to fair value at each reporting date with changes in fair value recognized in the consolidated statements of loss. No RSUs were granted in the three months ended March 31, 2025 (2024: NIL)
During the three months ended March 31, 2025, an amount of $12,808 (2024: $NIL) as a result of remeasurement was recorded in stock-based compensation expense.
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Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| d) | DSUs |
The following table summarizes the DSU activity for the period:
| Weighted | ||||||||
| Number of | Average Value at | |||||||
| DSUs | Date of Grant | |||||||
| Balance as at January 1, 2024 | - | $ | - | |||||
| Granted | 140,000 | 3.40 | ||||||
| Balance as at December 31, 2024 | 140,000 | $ | 3.40 | |||||
| Granted | 84,506 | 3.55 | ||||||
| Balance as at March 31, 2025 | 224,506 | $ | 3.46 | |||||
Under the Corporation’s Plan, DSUs are granted to directors as approved by the Corporation’s Board of Directors. Each DSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and is settled in common shares of the Corporation. DSUs granted to date vest over a period of one year. None of the DSUs granted have vested as of March 31, 2025.
On March 7, 2024, 84,506 DSUs were granted. As the Company intends to equity settle the awards, the cost of the DSUs is recognized as a component of contributed surplus in the statement of financial position and as an expense in the consolidated statements of loss. The fair value is not remeasured after the grant date. During the three months ended March 31, 2025, an amount of $137,096 (2024: $NIL) relating to DSUs on grant date was recorded in stock-based compensation expense.
| 12. | RELATED PARTY TRANSACTIONS |
Management Compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the years presented was as follows:
| 2025 | 2024 | |||||||
| For the three months ended March 31, | $ | $ | ||||||
| Wages and salaries | 325,821 | - | ||||||
| Consulting fees | - | 9,000 | ||||||
| Share-based payments | 245,391 | 11,345 | ||||||
| MANAGEMENT COMPENSATION | 571,212 | 20,345 | ||||||
As at March 31, 2025, no amounts are due to related parties (March 31, 2024 - $102,000) of the Company. These amounts due to related parties in 2024 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.
| 13. | SEGMENTED INFORMATION |
The Company is engaged in the acquisition, exploration and development of mineral properties in Norway and the United States. Segment reporting is aligned with the manner in which management monitors business performance. Prior to aggregation, each exploration project is considered an individual operating segment. The Nussir and REAS acquisitions have been aggregated into a single reportable segment.
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Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
All non-current assets and exploration expenditures are located in, and incurred within, the United States or Norway. Materially all of the cash and general administrative costs are held and incurred by the Canadian parent company. The following is a summary of non-current assets by reportable segment:
| March 31, 2025 | March 31, 2024 | |||||||||||||||
| Property, Plant | Property, Plant | |||||||||||||||
| Mineral Properties | and Equipment | Mineral Properties | and Equipment | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Blue Moon | 698,007 | - | 698,007 | - | ||||||||||||
| Nussir | 95,587,020 | 28,353,788 | - | - | ||||||||||||
| NSG | 20,230,896 | - | - | - | ||||||||||||
| Corporate | - | 9,525 | - | - | ||||||||||||
| Total | 116,515,923 | 28,363,313 | 698,007 | - | ||||||||||||
| 14. | SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS |
The changes in the Company’s non-cash working capital items relating to operating activities for the years indicated below are as follows:
| 2025 | 2024 | |||||||
| For the three months ended March 31, | $ | $ | ||||||
| Changes in other receivables and prepaid expenses | 45,848 | - | ||||||
| Changes in accounts payable and accrued liabilities | 972,966 | (1,902 | ) | |||||
| CHANGE IN NON-CASH WORKING CAPITAL | 1,018,814 | (1,902 | ) | |||||
| 15. | CAPITAL MANAGEMENT |
The Company is a mineral exploration and development company focusing on advancing its projects in Norway and the United States, including the Nussir and Sulitjelma copper projects and the Blue Moon polymetallic project. Its principal source of funding is the issuance of equity securities.
The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its projects. As at March 31, 2025, certain conditions and events cast significant doubt upon the Company’s ability to continue as a going concern. Refer to note 1(b) for more information.
The Company manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives.
There has been no change in the Company’s capital management practices during the year. Blue Moon does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.
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Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
| 16. | FINANCIAL INSTRUMENT RISK |
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. The carrying value of the Company’s financial instruments consisting of cash, restricted cash, other receivables and prepaid expenses, marketable securities, accounts payable and accrued liabilities, deferred income and subscription receipts approximate fair value due to the short term nature of the instruments.
| a) | Liquidity risk |
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to note 1(b) for more information regarding the Company’s liquidity risk.
| b) | Credit risk |
The Company is exposed to credit risk on its cash, restricted cash and GST receivables. To reduce credit risk, substantially all cash is on deposit at major banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in California, and Finnmarkseiendommen (“FeFo“) the land management authority in Norway. As at March 31, 2025, GST receivables was $101,461 (December 31, 2024 - $41,139). Restricted cash is comprised of bonds valued at $6,302 (December 31, 2024 $6,302) held by the BLM and cash held in a restricted account valued at $149,405 held by FeFo. The Company’s exposure to credit risk is limited to the carrying amount of its cash, restricted cash and GST accounts receivable. Accordingly, the Company considers its exposure to credit risk minimal.
| c) | Market Risk |
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
Sensitivity Analysis
The Company, through its subsidiaries, operates in the United States and Norway and is exposed to foreign exchange risk arising from changes in the US dollar and Norwegian krone against the Canadian dollar. A 10% fluctuation in either the US dollar or Norwegian krone relative to the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
- 20 -
Blue Moon Metals Inc.
Notes to the Condensed Interim Consolidated Financial Statements
For the three months ended March 31,
2025
(unaudited – prepared by management)
(Expressed in Canadian dollars)
Market Price risk
| i. | Equity price risk |
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period.
| ii. | Commodity price risk |
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
| 17. | COMMITMENTS |
The Company entered into an underground mining contract with Leonhard Nilsen & Sønner (“LNS”) for the development of the Nussir project. Under the terms of the agreement, the Company is required to make a NOK 30 million mobilization payment in advance of LNS commencing any site activities. The Company settled the fee in the second quarter of 2025, prior to the contractor mobilizing. Except as otherwise disclosed in the financial statements, there are no other commitments.
| 18. | SUBSEQUENT EVENTS |
| a) | Private placement |
On May 8, 2025, the Company closed a private placement by issuing 376,833 common shares at $3.00 per share for gross proceeds of $1,130,499.
| b) | Option and RSU grant |
On April 21, 2025, the Company issued 60,000 stock options at an exercise price of $4.10 and 25,000 RSUs to its employees. On May 8, 2025, it issued 24,000 stock options at an exercise price of $3.00 to a consultant.
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Exhibit 99.75

BLUE MOON METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
The following management discussion and analysis (“MD&A”) of Blue Moon Metals Inc. (“Blue Moon” or the “Company”) has been prepared as of May 23, 2025, and provides an analysis of the Company’s results of operations for the three months ended March 31, 2025.
This discussion is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as certain forward-looking statements relating to its potential future performance. The information should be read in conjunction with the Blue Moon unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025, Blue Moon’s audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the notes thereto, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”). Blue Moon's material accounting policies are described in note 3 of the aforementioned audited consolidated financial statements. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise indicated.
The operations of the Company are speculative due to the high-risk nature of the mining industry. Blue Moon faces risks that are generally applicable to its industry and others that are specific to its operations. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. Such risk factors could materially affect the value of the Company’s assets, and future operating results of the Company and could cause actual results to differ materially from those described this MD&A. Reference is made to the discussion of forward-looking statements at the end of this document.
DESCRIPTION OF THE BUSINESS
Blue Moon is a mineral exploration and development company and is focused on advancing its three polymetallic brownfield projects in Tier 1 mining jurisdictions: the Nussir copper-gold-silver property in Norway, the Blue Moon zinc-copper-gold-silver property in California, USA, and the Sulitjelma copper-zinc property in Norway. All three projects have the potential to be developed into underground mines and following the receipt of approval by the Bureau of Land Management (“BLM”) for a portal and tunnel at the Blue Moon volcanogenic massive sulphide (“VMS”) deposit, the Company now considers the Nussir project and the Blue Moon project as its material properties.
Blue Moon is listed on the TSX Venture Exchange under the symbol “MOON” and is quoted on the OTCQX under symbol “BMOOF”.
CORPORATE
Acquisitions
On February 26, 2025, the Company closed the previously announced acquisitions of Nussir ASA (“Nussir”), which owns the Nussir project and Nye Sulitjelma Gruver SA (“NSG”), which owns indirectly the Sulitjelma project (collectively, the “Transactions”). Both projects are brownfield projects in northern Norway. 99.7% of Nussir shareholders and 100% of NSG shareholders supported the respective transactions. On closing, Blue Moon issued a total of 29,776,149 common shares in Blue Moon (the “Consideration Shares”) to shareholders of Nussir and NSG for 93.55% of the issued and outstanding shares of Nussir and 100% of the issued and outstanding shares of NSG. The Consideration Shares so issued were subject to TSXV Tier 2 escrow schedule, to be released over thirty-six (36) months. The Company was eligible to graduate to a Tier 1 company, and submitted an application for the Tier 1 graduation. TSXV approval was granted for the Company to graduate to a Tier 1 company when the TSXV halt was lifted on March 14, 2025. As a Tier 1 company, the shorter Tier 1 escrow release schedule applied, resulting in an effective escrow period being that of the shortened Tier 1 escrow release schedule, with 25% released on the date of the TSXV bulletin, and thereafter on each of the six, twelve and eighteen months following the date thereof.
On March 6, 2025, the Company completed the acquisition of all the shares in Repparfjord Eiendom AS (“REAS”), a private Norwegian company, from Wergeland Eigedom AS (“WG”), along with associated ship loading equipment and infrastructure related to aggregate mining, port area and some properties adjacent to Nussir’s project (the “REAS Transaction”). REAS has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land. Pursuant to the terms of the REAS Transaction, the Company paid 180 million NOK (approximately US$16 million) as consideration, this being a combination of 4.21 million Blue Moon Shares (the “WG Consideration Shares”) and approximately US$7.2 million in cash. As part of the REAS Transaction, the Company entered into an agreement with WG (the “Agreement”) whereby WG will be able to sublease part of the land to continue their aggregate production, for annual sublease payment fees to REAS, and WG also agreed to acquire certain agreed upon volumes of waste rock from the Nussir project for a minimum price of 15 NOK per tonne. The WG Consideration Shares are under the same Tier 1 escrow release schedule as the Consideration Shares of the Nussir and NSG Transactions.
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
As a result of the Nussir, NSG and REAS acquisitions, the Company acquired two brownfield critical minerals projects in a Tier 1 jurisdiction as well as most of the required infrastructure for the Nussir mine.
Equity financing
On May 8, 2025, pursuant to the previously announced agreement with LNS (as defined below), LNS acquired 376,833 common shares in the Company at a share price of $3.00 per share through a non-brokered private placement for gross proceeds of $1,130,499.
On March 7, 2025, the Company closed the second tranche of financing from Hartree of 1,750,000 shares for gross proceeds of $5.25 million. The shares were subject to a statutory hold period of four months and one day from the date of issuance. (See below for Hartree investment).
On February 26, 2025, the Company closed a non-brokered placement of 47,660 shares with an officer of the Company for gross proceeds of $142,980. The placement was priced at $3.00 per share and the shares were subject to a statutory hold period of four months and one day from the date of issuance.
On December 19, 2024, concurrent with the Nussir and NSG Transactions, the Company closed a brokered unit financing (the “Concurrent Financing”), for gross proceeds of $30,000,093, issuing 1,000,003 units (the “Units”) at $30.00 per Unit. Each Unit consists of one common share of Blue Moon (a “Unit Share”) and nine subscription receipts (the “Subscription Receipts”) with 10% of the price per Unit allocated to the Unit Share and 90% of the price per Unit allocated to that of the Subscription Receipts. The net proceeds of the Unit Share were released to the Company upon closing and were non-refundable. Net proceeds of the Subscription Units were held in escrow until the completion of the Transactions, when each Subscription Receipt was converted into one common share of the Company without payment of additional consideration, and the issued shares were subject to the customary four months plus one day from the date when the Subscription Receipts were issued (that is, until, April 20, 2025). On February 26, 2025, the Company closed the Transactions and the escrowed funds were released.
Strategic investors in the financing included:
Hartree Partners LP (“Hartree”)
Hartree subscribed to $7.25 million Units and had been granted an option to subscribe in up to $7.75 million worth of Blue Moon Shares at pre-agreed conditions. In return, Hartree received pro-rata pre-emptive rights in respect of future equity issuances of Blue Moon, as long as Hartree owns 5% of the issued and outstanding common shares, have the right to appoint an nominee to the Blue Moon board of directors (the “Board”) by the end of December 2025 and the right to participate on a technical committee. The Company agreed to enter into a long term offtake agreement for Nussir concentrate production, with a right of last offer for a portion of the offtake volumes at the Blue Moon and the NSG projects. In addition, Hartree and Blue Moon entered into an Memorandum of Understanding (“MOU”) for up to US$20 million secured bridge loan. On March 7, 2025, the Company closed the second tranche of financing from Hartree for an amount of $5.25 million.
Wheaton Precious Metals Corp. (“Wheaton”)
Wheaton subscribed to $4.95 million Units. In addition, an affiliate of Wheaton has acquired a corporate-wide right of first refusal (“ROFR”) on any precious metals streams or royalties on Blue Moon’s properties for $50,000.
Leonard Nilsen & Sønner AS (“LNS”)
LNS subscribed to approximately $4.2 million Units (equivalent of NOK33 million) in Blue Moon Shares and committed to two further tranches of approximately $1.1 million (equivalent of NOK8.5 million) each, with the first tranche being made at the start of the Nussir decline construction and the second being ten months after the start of decline construction. The subscription price for these additional tranches will be the higher of $0.30 per share or the maximum discount permitted by the Venture Exchange (“TSXV”). The discount is based on the following tiers:
| i) | up to 25% if the market price is between $0.01 and $0.50 per share; |
| ii) | up to 20% if the market price is between $0.51 and $2.00 per share; and |
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
iii) Up to 15% if the market price is above $2.00 per share.
The market price is defined by the TSXV as the last Blue Moon trade that occurred on the TSXV prior to the pricing of the equity facility. The Company retains the right to delay the follow-on investments in the event the Company is in a blackout period, until such blackout period has ended. However, any such postponement cannot extend beyond December 31, 2026. If LNS owns 5% of the issued and outstanding common shares, they have the right to appoint a Board member by the end of December 2025.
Nussir has entered into a mining contract with LNS for comprehensive mining services to the Company during the construction and operation of the Nussir project. On May 8, 2025, the Company announced the mobilization for the underground development of the exploration decline and confirmation of underground mining parameters at the Nussir project.
On August 30, 2024, the Company closed a non-brokered private placement for gross proceeds of $924,000. The private placement was priced at $0.35 per common share.
Share consolidation and graduation to TSX Tier 1
On March 3, 2025, the Company announced its intention to complete a share consolidation of one (1) post-consolidation share for every ten (10) pre-consolidation shares. On March 14, 2025, when trading resumed on the TSXV after being halted since the announcement of the Nussir and NSG Transactions, the common shares of the Company began trading on the TSXV on a post-consolidated basis. All references to number of shares and per share amounts have been retroactively restated to reflect the consolidation.
Reinstatement of quotation on the OTCQB followed by upgrade to OTCQX
Following the March 14, 2025 unhalting of the Company’s shares on the TSXV, the Company applied for and was granted on April 14, 2025 the reinstatement of its quote on the OTCQB® Venture Market. This was followed by the Company being upgraded to trade on the OTCQX® Best Market on April 15, 2025. The OTCQX Market is the highest tier of the US OTC markets and it is expected to enhance the Company’s visibility and provide improved accessibility to its US investors.
Board changes and management appointments
On April 21, 2025, the Company continues to grow its senior management and appointed Ms. Boi Linh Doig as its Vice President, Mining.
On February 26, 2025, following the completion of the Nussir and NSG Transactions, Francis Johnstone and Karin Thorburn, both formerly on the board of directors of Nussir, joined the Blue Moon board, while Patrick McGrath resigned. In addition, Skott Mealer joined as President and Chief Operating Officer, and Theodore Veligrakis joined as Vice President, Exploration.
On November 1, 2024, the Company appointed Christian Kargl-Simard as President and Chief Executive Officer and Frances Kwong as Chief Financial Officer and Corporate Secretary replacing Patrick McGrath and Varun Prasad, while Garfield MacVeigh and Christian Aramayo were appointed as advisors to the Board.
On October 17, 2024, the Company appointed Maryse Bélanger, Christian Kargl-Simard and Haytham Hodaly to the board of directors, replacing Pedro Fonesca and Jonathan Gagné.
On July 3, 2024, the Company appointed Pedro Fonesca to the board of directors, replacing Enrique Correa.
Engagement of market maker
On May 8, 2025, the Company announced the engagement of Red Cloud Securities as its market maker to provide market stability and liquidity for the Company’s common shares on the TSXV with a monthly fee of $7,000 for a minimum term of three months.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
PROPERTY OVERVIEW AND DEVELOPMENT
Nussir Property (Finnmark, Norway)
On February 26, 2025, the Company acquired the Nussir project, a polymetallic deposit which contains copper, silver and gold located at the Finnmark county in northern Norway. It is an underground development project that benefits from existing critical infrastructure located next to the property (access, power and port).
On February 27, 2025, the Company filed its maiden National Instrument (“NI”) 43-101 Technical Report, titled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” dated January 24, 2025, on www.sedarplus.com. It is available on the Company’s website at www.bluemoonmetals.com.
The updated MRE is shown below:
Notes:
| (1) | CIM definitions were followed for MRE. |
| (2) | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. |
| (3) | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. |
| (4) | MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining. |
| (5) | Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. |
| (6) | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. |
| (7) | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. |
| (8) | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| (9) | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
On March 6, 2025, the Company acquired of all the shares of REAS, from WG. The acquisition includes critical infrastructure adjacent to the Nussir Project, notably the Øyen Industrial Land, a deep-water port facility with ship-loading and conveyor systems, a fully permitted and operating aggregate mine and buildings suitable for housing, administration and processing. This site is permitted and zoned for mining and processing activities and includes a large process plant building capable of supporting a 6,000 tpd flotation plant, along with access to low-cost industrial power.
Under the agreement, WG retains sublease rights for aggregate production and has committed to purchasing waste rock from Nussir at a minimum price of NOK 15 per tonne.
Blue Moon Property (California, USA)
The Blue Moon project is a VMS deposit which contains zinc, gold, silver, copper and lead. 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 industrial service centre of Reno. Zinc and copper are currently on the USGS list of metals critical to the US economy and national security.
On April 15, 2025, the Company announced that it has received approval by BLM to construct a portal and tunnel to enable underground mineral exploration activities at the Blue Moon project. This is an important permitting milestone for the development of the Blue Moon project, as the initial portal and decline will provide access for infill and exploration drilling, allow for examination of geology, rock mechanics and underground mining conditions, and can also be utilized as the main haulage route once the mine moves into production. With the receipt of the BLM approval, the Company has commenced detailed exploration decline engineering and has initiated a request for proposal process to select mining contractor with an expected start date of the decline construction to be in the next few months, to support a feasibility study to be completed in 24 months.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
On October 10, 2024, the Company initiated a Preliminary Economic Assessment (“PEA”) on the Blue Moon project to be led by Micon International Ltd (“Micon”) and Resource Development Associates, Inc (“RDA”). On March 3, 2025, the Company announced an updated Mineral Resource estimate (“Mineral Resource Estimate” or “MRE”) and the results of the PEA for the Blue Moon VMS deposit, summarized as an independent NI 43-101 Technical Report, was filed on April 15, 2025. See March 3, 2025 press release for summary of results.
In conjunction with the PEA, the Company announced an updated MRE for the project, with an effective date of December 24, 2024. The MRE is available on the Company’s website and is based on 87 drill holes totalling 122,364 feet of drilling with 2,631 individual assay intervals. The estimate outlined the following resources:
Indicated Resources:
| ZnEq | ||||||||
| Domain (Vein) | Cutoff | Tons | ZnEq % | Cu % | Pb % | Zn % | Au opt | Ag opt |
| Main | 2.9% | 3,073,000 | 12.66 | 0.78 | 0.16 | 5.90 | 0.04 | 1.14 |
| East | 2.9% | 498,000 | 18.99 | 0.47 | 0.63 | 6.64 | 0.09 | 3.72 |
| West | 2.9% | 78,000 | 9.5 | 0.62 | 0.33 | 4.41 | 0.03 | 0.93 |
| Total | 3,650,000 | 13.46 | 0.73 | 0.23 | 5.97 | 0.04 | 1.49 | |
| Cu | Pb | Zn | Au | Ag | ||||
| Metal | Mlbs | Mlbs | Mlbs | Moz | Moz | |||
| Main | 47.94 | 10.08 | 362.76 | 0.11 | 3.51 | |||
| East | 4.67 | 6.29 | 66.15 | 0.04 | 1.85 | |||
| West | 0.97 | 0.52 | 6.91 | 0.00 | 0.07 | |||
| Total | 53.59 | 16.90 | 435.83 | 0.16 | 5.43 |
Inferred Resources:
| ZnEq | ||||||||
| Domain (Vein) | Cutoff | Tons | ZnEq % | Cu % | Pb % | Zn % | Au opt | Ag opt |
| Main | 2.9% | 3,261,000 | 11.41 | 0.52 | 0.23 | 5.68 | 0.04 | 1.15 |
| East | 2.9% | 994,000 | 15.49 | 0.59 | 0.56 | 5.04 | 0.07 | 2.43 |
| West | 2.9% | 173,000 | 6.28 | 0.73 | 0.22 | 1.98 | 0.02 | 0.40 |
| Total | 4,428,000 | 12.12 | 0.54 | 0.30 | 5.39 | 0.04 | 1.41 | |
| Cu | Pb | Zn | Au | Ag | ||||
| Metal | Mlbs | Mlbs | Mlbs | Moz | Moz | |||
| Main | 33.65 | 14.74 | 370.27 | 0.11 | 3.76 | |||
| East | 11.80 | 11.20 | 100.11 | 0.07 | 2.42 | |||
| West | 2.52 | 0.74 | 6.84 | 0.00 | 0.07 | |||
| Total | 47.97 | 26.68 | 477.22 | 0.19 | 6.25 |
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-$2200/oz, Ag-$27/oz, Cu-$4.25/lb., Pb-$0.90/lb., Zn-$1.25/lb. | |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%. | |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0) + (Ag opt * 25.46)+(Au opt * 1896.40))/23.83. |
| (5) | There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. |
| (6) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (7) | Figures may not add up due to rounding. |
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
| (8) | Tonnages shown are short tons. |
| (9) | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
Sulitjelma Property (Nordland county, Norway)
On February 26, 2025, the Company acquired the Sulitjelma project, a polymetallic deposit which contains copper and zinc located in northern Norway. Sulitjelma previously hosted Norway’s largest mining operation with historical production between 1891 and 1991 of 26 million tonnes of 1.80% Cu with additional zinc, sulphur, gold and silver credits.
On April 10, 2025, the Company announced its maiden MRE for the Sulitjelma VMS deposit. This is summarized in an NI 43-101 technical report, which was filed on SEDAR+ on April 20, 2025.
The constrained MRE is as follows:
| Inferred Resources By Zone | Sub-Totals | |||||||||
| Region | Zone | Tonnes | Cu | Zn | Cu_Eq | APT* | Tonnes | Cu | Zn | Cu_Eq |
| Kt | % | % | % | m | Kt | % | % | % | ||
| 2 | 4,188 | 1.45 | 0.35 | 1.50 | 5.2 | |||||
| 3 | 1,499 | 0.95 | 0.19 | 0.98 | 5.5 | |||||
| 5 | 2,188 | 0.85 | 0.37 | 0.88 | 15.7 | |||||
| Rupsi/Dypet | 6 | 410 | 1.40 | 0.24 | 1.43 | 3.6 | ||||
| 7 | 126 | 0.77 | 0.15 | 0.79 | 2.4 | |||||
| 8 | 484 | 0.89 | 0.11 | 0.91 | 6.8 | |||||
| 9 | 163 | 2.01 | 0.25 | 2.05 | 2.5 | |||||
| 10 | 201 | 1.39 | 0.36 | 1.45 | 2.9 | 9,258 | 1.19 | 0.31 | 1.24 | |
| 2 | 3,031 | 0.88 | 0.07 | 0.89 | 4.2 | |||||
| Hankabakken II | 3 | 4,711 | 0.86 | 0.05 | 0.86 | 3.1 | ||||
| 5 | 453 | 1.00 | 0.02 | 1.00 | 9.1 | 4,955 | 0.88 | 0.06 | 0.89 | |
| 2 | 455 | 1.15 | 0.19 | 1.18 | 3.6 | |||||
| Sagmo | 3 | 193 | 1.56 | 0.14 | 1.58 | 6.4 | ||||
| 5 | 2,205 | 0.89 | 0.15 | 0.91 | 4.1 | 2,853 | 0.98 | 0.16 | 1.00 | |
| Total | 17,066 | 1.06 | 0.21 | 1.10 | 6.1 | |||||
* Apparent True Thickness
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorized Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% CuEq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and CuEq calculations included: Prices: $4.20/lb Cu, $1.25/lb Zn Processing recoveries: 92% Cu, 57% Zn Payabilities: 96.5% Cu, 86% Zn |
| 6. | The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade x 0.16) |
| 7. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 8. | A global density value of 3 t/m3 was assumed. |
| 9. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 10. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| 11. | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
Blue Moon will initially focus on the Rupsi and Dypet deposits where the Company has received Norwegian Government approval in Q1 2025 to extend an existing historical mine tunnel into the deposit by up to 1 km. The tunnel extension and the completion of 10,000 m of underground drilling are part of the recommendations in the technical report with a budget of 37 MNOK (approximately US$3.4M).
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
General Exploration Expenses
The Company’s exploration expenses for the periods presented were as follows:
| For the three months ended March 31, | 2025 | 2024 | ||||||||||||||||||||||
| Blue | Blue | |||||||||||||||||||||||
| Nussir | NSG | Moon | Total | Moon | Total | |||||||||||||||||||
| $ | $ | $ | $ | $ | $ | |||||||||||||||||||
| Claims costs | 1,200 | 2,190 | 6,459 | 9,849 | - | - | ||||||||||||||||||
| Camp operations | 192,989 | 23,623 | 17,845 | 234,457 | 10,328 | 10,328 | ||||||||||||||||||
| Engineering studies | 127,869 | 36,342 | 217,940 | 382,151 | - | - | ||||||||||||||||||
| Prospecting and geology | - | - | 16,189 | 16,189 | - | - | ||||||||||||||||||
| Permitting | - | - | 102,431 | 102,431 | - | - | ||||||||||||||||||
| TOTAL | 322,058 | 62,155 | 360,864 | 745,077 | 10,328 | 10,328 | ||||||||||||||||||
QUALIFIED PERSON
The technical information contained in this MD&A for the Company’s properties has been reviewed and approved by Dustin Small, P.Eng., as a non-Independent Qualified Person in accordance with National Instrument 43-101.
RESULTS OF OPERATIONS
| For the three months ended March 31, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Employee benefits | 277,523 | - | ||||||
| Professional and consulting fees | 155,651 | 9,631 | ||||||
| General exploration expenses | 745,077 | 10,328 | ||||||
| Filing and regulatory fees | 52,749 | 18,254 | ||||||
| General administrative costs | 41,232 | 4,163 | ||||||
| Share-based payments | 264,437 | 15,126 | ||||||
| Shareholder communication and travel | 105,944 | 6,895 | ||||||
| Depreciation | 379 | - | ||||||
| Foreign exchange gain | (8,226 | ) | (51 | ) | ||||
| Interest expense | 38 | 1,626 | ||||||
| Interest income | (146,445 | ) | (3,956 | ) | ||||
| Other income | (14,219 | ) | - | |||||
| NET LOSS | 1,474,140 | 62,016 | ||||||
THREE MONTHS ENDED MARCH 31, 2025
Blue Moon incurred a loss of $1,474,140 ($0.06 per common share) for the three months ended March 31, 2025, compared to a loss of $62,016 ($0.02 per common share) over the same period in 2024. These factors contributed to the key differences in the comparative figures, as follows:
Employee benefits and share based compensation increased by $277,523 and $249,311 respectively, during the three months ended March 31, 2025, compared to $NIL and $15,126 in the same period in 2024. This increase is due to the addition of new hires in the period, also in the prior year, personnel were engaged under consulting agreements rather than as employees.
Professional fees increased by $146,020 during the three months ended March 31, 2025, compared to the same period in 2024. The increase was primarily driven by higher legal fees incurred for general matters and other professional fees, including the addition of the Nussir and Sulitjelma projects.
Exploration expenses increased by $734,749 during the three months ended March 31, 2025, compared to same period in 2024. This primarily reflects the technical work undertaken to support the advancement of the Company’s key assets. At the Blue Moon project, the Company completed a PEA and updated MRE during the quarter. At the Nussir project, the Company filed a maiden
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
NI 43-101 technical report outlining its MRE and commenced engineering studies and underground planning activities in preparation for a construction decision. At the Sulitjelma project, the Company finalized its maiden MRE.
Shareholder communication and travel increased by $99,049 during the three months ended March 31, 2025, compared to the same period in 2024, reflecting higher corporate activities during the quarter.
Interest income increased by $142,489 during the three months ended March 31, 2025, compared to the same period in 2024. The increase is primarily due to the Company’s higher cash balance resulting from the equity financing completed in December 2024.
Other income increased by $14,219 during the three months ended March 31, 2025, compared to the same period in 2024. The increase relates to deferred income recognized under the operating agreement between REAS and WG, pursuant to which WG pays annual fees for access to the quay and for the continued operation of its quarry and aggregate business at the site.
LIQUIDITY AND CAPITAL RESOURCES
| For the three months ended March 31, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Cash provided by (used in) | ||||||||
| Operating activities | (212,955 | ) | (48,792 | ) | ||||
| Investing activities | (14,103,406 | ) | - | |||||
| Financing activities | 4,984,453 | (46,626 | ) | |||||
| Effects of foreign exchange on cash balances | (25,330 | ) | - | |||||
| CHANGE IN CASH AND RESTRICTED CASH | (9,357,238 | ) | (95,418 | ) | ||||
| Cash and restricted cash – beginning | 30,008,106 | 355,343 | ||||||
| CASH AND RESTRICTED CASH - ENDING | 20,650,868 | 259,925 | ||||||
Blue Moon had $20,650,868 in cash and restricted cash as at March 31, 2025 (December 31, 2024: $30,008,106). As at March 31, 2025, the Company had a working capital balance of $16,923,045 (December 31, 2024: $3,762,174). A summary of the significant financings and other activities during the three months ended March 31, 2025 is provided in the unaudited condensed interim consolidated financial statements for the three months ended March 31, 2025 and 2024.
Operating Activities
The main components of cash flows used for operating activities are discussed in the Results of Operations section, above.
Investing Activities
During the three months ended March 31, 2025, the Company used net cash of $14.1 million in investing activities. The primary components relate to the three acquisitions completed in the quarter.
Expenditures on mineral properties, plant and equipment totalled $3.9 million and reflect the transaction costs capitalized in connection with the acquisitions of Nussir and NSG. These costs were directly attributable to the asset acquisitions.
The acquisition of REAS, net of cash acquired, resulted in a net cash outflow of $11 million. This represents the cash consideration paid and transaction costs, offset by the cash held by REAS at the acquisition date.
Cash acquired in Nussir of $0.8 million and cash acquired in NSG of $10 thousand reflects the opening cash balance of these entities at the acquisition date.
Financing Activities
During the three months ended March 31, 2025, the Company generated net cash of $5.0 million from financing activities.
Net proceeds from the issuance of shares totalled $5.0 million. This includes the gross proceeds from a private placement with Hartree for $5.25 million and a separate private placement by an officer of the Company totalling $143 thousand. These proceeds were offset by related share issuance costs.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
During the three months ended March 31, 2024, the Company made loan principal and interest payments totalling $45,000 and $1,626 respectively related to a loan agreement entered into with a former director of the Company.
LIQUIDITY OUTLOOK
The equity financing in the fourth quarter of 2024 and the follow-on financing from Hartree and LNS in 2025 provided the liquidity needed to ramp up the activities aimed at advancing the Company’s Blue Moon, Nussir and Sulitjelma properties towards a construction decision. In addition to its ongoing exploration and development programs, the Company will continue to require additional funding to support property maintenance payments and general operations.
As part of the fourth quarter financing, the Company entered into an MOU with Hartree Partners to provide a secured bridge loan facility of up to US$20 million to provide financial flexibility during the construction of the Nussir Property. The financing package also included a subscription agreement with LNS, providing for multiple tranches of equity funding. These tranches are expected to be drawn upon alignment with project milestones.
The Company’s primary source of funding remains the issuance of common shares. As Blue Moon’s common shares are publicly traded, their market price is subject to factors beyond management’s control, including fluctuations in commodity prices, foreign exchange rates and broader market conditions. If capital is required during a period of share price weakness, the Company may face significant dilution to secure necessary funding or may be unable to raise sufficient capital to meet its obligations.
In addition to equity financing, the Company may also pursue strategic alternatives such as targeting royalty sales on its mineral properties, debt financing or divestiture of its investment of marketable securities to help fund the Company’s capital needs while minimizing equity dilution.
Loss and comprehensive loss
During the three months ended March 31, 2025, the increase in loss and comprehensive loss for the three months ended March 31, 2025, compared to primary quarters, is primarily attributable to higher exploration and project advancement costs related to the newly acquired Nussir and Sulitjelma properties, as well as continued technical work at the Blue Moon Property.
Exploration expenditures for three months ended March 31, 2024, were lower as a result of the Company’s limited cash resources during the period.
Cash and cash equivalents
Blue Moon raises funds, as required, in order to explore and develop its mineral properties and to conduct corporate activities. As a result, cash and cash equivalents are typically expected to decrease in periods where there is no financing transaction. The timing and amount of expenditures and financing transactions have caused the Company’s cash and cash equivalents balance to fluctuate from year to year.
During the three months ended March 31, 2025, the Company converted the subscription receipts issued in the December 2024 financing, raising gross proceeds of $27 million. In addition, a follow-on private placement from Hartree and a non-brokered private placement with an officer of the Company raised combined gross proceeds of approximately $5.4 million.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
SUMMARY OF QUARTERLY RESULTS
The following table sets forth selected unaudited quarterly financial information derived from financial information for each of the eight most recent quarters.
| As at and for the quarter ended | 31-Mar-25 | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | ||||||||||||
| Loss and comprehensive loss | $ | 1,328,403 | $ | 256,300 | $ | 71,732 | $ | 105,705 | ||||||||
| Loss per share attributable to Blue Moon shareholders – basic and diluted | 0.06 | 0.06 | 0.02 | 0.04 | ||||||||||||
| Cash and cash equivalents | 20,495,161 | 3,001,720 | 945,885 | 146,617 | ||||||||||||
| Total assets | 165,979,266 | 32,372,944 | 1,666,323 | 866,308 | ||||||||||||
| As at and for the quarter ended | 31-Mar-24 | 31-Dec-23 | 30-Sep-23 | 30-Jun-23 | ||||||||||||
| Loss and comprehensive loss | $ | 62,016 | $ | 82,975 | $ | 101,129 | $ | 81,005 | ||||||||
| Loss per share attributable to Blue Moon | 0.02 | 0.04 | 0.04 | 0.04 | ||||||||||||
| shareholders – basic and diluted | ||||||||||||||||
| Cash and cash equivalents | 259,925 | 355,343 | 451,105 | 576,876 | ||||||||||||
| Total assets | 986,437 | 1,076,387 | 1,174,068 | 1,301,338 | ||||||||||||
Historically, the Company’s primary source of funding was through the issuance of common shares, with activity levels closely tied to the strength of the capital markets. When capital markets are depressed, the Company’s activity level normally declines accordingly, stronger markets allow the Company to secure equity financing on favourable terms, enabling expansion of its exploration and development programs. In addition to equity financing, the Company may also explore alternative funding strategies, such as royalty agreements or divesting its investment in marketable securities, to support its growth objectives.
During the three months ended March 31, 2025, the Company achieved several key milestones as it progressed from exploration toward project development. Notably, the Company completed the acquisitions of the Nussir and Sulitjelma projects in Norway, including the purchase of REAS which holds the surface lease and infrastructure critical to the development of the Nussir project. At Blue Moon, the Company completed a PEA and filed an updated MRE. A maiden NI 43-101 technical report was filed for the Nussir project and a maiden MRE was finalized for the Sulitjelma project.
During the three months ended December 31, 2024, the Company advanced a PEA and updated resource estimate at Blue Moon, completed a financing to support the Nussir and Sulitjelma acquisitions, and shifted toward a development-focused strategy. The Yava project was also divested.
During the three months ended September 30, 2024, the Company raised $924,000 through a private placement and continued expenditures to maintain its mineral properties in good standing.
During the three months ended June 30, 2024, and in prior periods, activities primarily involved baseline work to comply with permit and regulatory requirements. The Company also initiated work on an updated resource estimate during the quarter ended September 30, 2023.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
RELATED PARTY TRANSACTION
Management compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the periods presented was as follows:
| For the three months ended March 31, | 2025 | 2024 | ||||||
| $ | $ | |||||||
| Wages and salaries | 325,821 | - | ||||||
| Consulting fees | - | 9,000 | ||||||
| Share-based payments | 245,391 | 11,345 | ||||||
| MANAGEMENT COMPENSATION | 571,212 | 20,345 | ||||||
As at March 31, 2025, no amounts are due to related parties (March 31, 2024 - $102,000) of the Company. These amounts due to related parties in 2024 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.
OUTSTANDING SHARE DATA
The table below summarizes the Company’s common shares and securities convertible into common shares as at the date of this MD&A.
| As at May 23, 2025 | ||||
| Common Shares | 51,486,089 | |||
| Stock Options | 540,500 | |||
| Deferred Share Units | 224,506 | |||
| Restricted Share Units | 62,500 | |||
CONTRACTUAL OBLIGATIONS
Other than as disclosed in note 17 of the financial statements, the Company has no contractual obligations, off-balance sheet arrangements or capital lease agreements. Neither the Company nor any of its subsidiaries is subject to any externally imposed capital requirements. The Company has no proposed transactions at this time.
FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. Financial instruments consist of cash, restricted cash, receivables, due to related parties, and accounts payable and accrued liabilities approximate fair value due to the short term nature of the instruments.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to Liquidity and Capital Resources for more information regarding the Company’s liquidity risk.
Credit risk
The Company is exposed to credit risk on its bank accounts, restricted cash and receivables. To reduce credit risk, substantially all cash is on deposit at Canadian chartered banks. Restricted cash are deposits held by BLM in California, and Finnmarkseiendommen (FeFo) the land management authority in Norway. Receivables consist of Canadian excise taxes receivable and other amounts due from government agencies. Accordingly, the Company considers its exposure to credit risk minimal.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, accounts payable and accrued liabilities, and capital expenditures that are denominated in US dollars and Norwegian Kroner.
Sensitivity Analysis
The Company, through its subsidiaries, operates in the United States and Norway and is exposed to foreign exchange risk arising from changes in the US dollar and Norwegian krone against the Canadian dollar. A 10% fluctuation in either the US dollar or Norwegian krone relative to the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
Market Price risk
| i. | Equity price risk |
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period.
| ii. | Commodity price risk |
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatility. The Company closely monitors commodity prices of zinc, copper, gold, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the three months ended March 31, 2025
FORWARD-LOOKING STATEMENTS
This Management Discussion and Analysis contains certain forward-looking statements concerning anticipated developments in Blue Moon’s operations in future periods. Statements that are not historical fact are forward looking information as that term is defined in NI 51-102 of the Canadian Securities Administrators. Certain forward looking information should also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures. Forward-looking statements and information (referred to herein together as “forward-looking statements”) are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The material factors or assumptions used to develop forward-looking statements include prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions and as more specifically disclosed throughout this document. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of Blue Moon and its subsidiaries may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. They include, but not limited to, statements regarding: the Company’s plans to advance the projects through additional exploration and technical studies, the timing of these exploration activities, the recommended exploration wrok programs and the budget thereof, the anticipated results of Technical Reports, the ability of the Company to obtain the necessary funding and permit, the ability to integrate the acquired companies and the maintenance of the social licences necessary to operate in the areas where the projects are located.
Blue Moon’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Blue Moon does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from Blue Moon's expectations include, but are not limited to, uncertainties involved in fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the exploration and development of properties and the issuance of required permits;the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.
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Exhibit 99.76
Form 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Christian Kargl-Simard, Chief Executive Officer of Blue Moon Metals Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended March 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 23, 2025
| Signed: “Christian Kargl-Simard” | |
| Chief Executive Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Nl 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.77
Form 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE
I, Frances Kwong, Chief Financial Officer of Blue Moon Metals Inc. certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together the “interim filings”) of Blue Moon Metals Inc. (the “issuer”) for the interim period ended March 31, 2025. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
Date: May 23, 2025
| Signed: “Frances Kwong” | |
| Chief Financial Officer |
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (Nl 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
| i) | controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| ii) | a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
Exhibit 99.78
REPORT NI 43-101
TECHNICAL REPORT ON THE
MINERAL RESOURCES OF THE
SULITJELMA PROJECT, NORWAY
Prepared for
Blue Moon Metals Inc.
by
Qualified Person:
Adam Wheeler, B.Sc, M.Sc, C. Eng., Eur Ing.
| Effective Date of MRE: | 20th February 2025 |
| Date of Report: | 20th May 2025 |
Adam Wheeler,
Mining Consultant, C. Eng, Eur Ing,
Cambrose Farm,
Redruth,
Cornwall, TR16 4HT,
England.
20th May, 2025
| Technical Report on the Mineral Resources of the Sulitjelma Project | 2 |
QUALIFIED PERSONS CERTIFICATE
Certificate Of Author
Adam Wheeler, Mining Consultant,
Cambrose Farm, Redruth, Cornwall, TR16 4HT, England.
Tel/Fax: (44) 1209-899042; E-mail: adamwheeler@btinternet.com
As the author of this “Technical Report on the Mineral Resources of the Sulitjelma Project, Norway”, I, A. Wheeler do hereby certify that:
| 1. | I am an independent mining consultant, based at Cambrose Farm, Redruth, Cornwall, TR16 4HT, England. |
| 2. | I hold the following academic qualifications: |
| B.Sc. (Mining) | Camborne School of Mines | 1981 | |
| M.Sc. (Mining Engineering) | Queen’s University (Canada) | 1982 |
| 3. | I am a registered Chartered Engineer (C. Eng and Eur. Ing) with the Engineering Council (UK). Reg. no. 371572. |
| 4. | I am a professional fellow (FIMMM) in good standing of the Institute of Materials, Minerals and Mining. |
| 5. | I have worked as a mining engineer in the minerals industry for over 40 years. I have experience with a wide variety of mineral deposits, resource and reserve estimation techniques. |
| 6. | I have read NI 43-101 and the technical report, which is the subject of this certificate, has been prepared in compliance with NI 43-101. By reason of my education, experience and professional registration, I fulfil the requirements of a “qualified person” as defined by NI 43-101. My work experience includes 5 years at an underground gold mine, 7 years as a mining engineer in the development and application of mining and geological software, and 30 years as an independent mining consultant, involved with resource and reserve estimation, evaluation and planning projects for both open pit and underground mining projects. |
| 7. | I am responsible for the preparation of the technical report titled “Technical Report on the Mineral Resources of the Sulitjelma Project, Norway”, and dated May 20th, 2025. I visited the project property on 2/12/2024. |
| 8. | As of the date hereof, to the best of my knowledge, information and belief, the technical report, which is the subject of this certificate, contains all scientific and technical information that is required to be disclosed to make such a technical report not misleading. |
| 9. | I am independent of Blue Moon Metals Inc, pursuant to section 1.5 of NI 43-101. |
| 10. | I have read the National Instrument and Form 43-101F1 (the “Form”) and the Technical Report has been prepared in compliance with NI 43-101 and the Form. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 3 |
DATE AND SIGNATURES PAGE
Herewith, my report entitled “Technical Report on the Mineral Resources of the Sulitjelma Project, Norway”, dated May 20th, 2025.
| “signed” | ||
| A. Wheeler, C.Eng., Eur. Ing. | Dated the 20th of May 2025 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 4 |
TABLE OF CONTENTS
| Page | |||
| QUALIFIED PERSONS CERTIFICATE | 2 | ||
| 1 | SUMMARY | 9 | |
| 1.1 | Overview | 9 | |
| 1.2 | Ownership | 9 | |
| 1.3 | Geology and Mineralisation | 9 | |
| 1.4 | Database and Resource Estimation | 10 | |
| 1.5 | Exploration Status | 11 | |
| 1.6 | Mineral Resource Estimation | 11 | |
| 1.7 | Results and Interpretations | 13 | |
| 1.8 | Conclusions | 13 | |
| 1.9 | Recommendations | 14 | |
| 1.9.1 Sample Preparation, Analyses, and Security | 14 | ||
| 1.9.2 Data Verification | 14 | ||
| 1.9.3 Exploration Program and Budget | 15 | ||
| 2 | INTRODUCTION | 16 | |
| 2.1 | Author | 16 | |
| 2.2 | Terms of Reference | 16 | |
| 2.3 | Units and Currency | 17 | |
| 3 | RELIANCE ON OTHER EXPERTS | 17 | |
| 4 | PROPERTY DESCRIPTION AND LOCATION | 17 | |
| 4.1 | Location | 17 | |
| 4.2 | Licenses | 19 | |
| 4.3 | Fees and Royalties | 23 | |
| 4.4 | Environmental Liabilities | 23 | |
| 5 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY | 24 | |
| 5.1 | Accessibility | 24 | |
| 5.2 | Site Description | 24 | |
| 5.3 | Climate | 26 | |
| 5.4 | Local Resources | 26 | |
| 5.5 | Infrastructure | 26 | |
| 5.6 | Power Supply | 27 | |
| 5.7 | Water Supply | 27 | |
| 6 | HISTORY | 29 | |
| 6.1 | Mining History | 29 | |
| 6.2 | Drilling | 30 | |
| 6.3 | Exploration | 31 | |
| 6.4 | Recent Project Developments | 33 | |
| 7 | GEOLOGICAL SETTING AND MINERALISATION | 34 | |
| 7.1 | Regional Geology | 34 | |
| 7.2 | Local Geology | 36 | |
| 7.3 | Mineralisation | 38 | |
| 8 | DEPOSIT TYPE | 40 | |
| 9 | EXPLORATION | 41 | |
| 10 | DRILLING | 41 | |
| 11 | SAMPLE PREPARATION, ANALYSIS AND SECURITY | 41 | |
| 12 | DATA VERIFICATION | 44 | |
| 12.1 | Site Visit | 44 | |
| 12.2 | Drill hole Core | 47 | |
| 12.3 | Collar Data | 50 | |
| 12.4 | Database | 51 | |
| 12.5 | Drill hole Data | 51 | |
| 12.6 | Density | 54 | |
| 13 | MINERAL PROCESSING AND METALLURGICAL TESTING | 55 | |
| 14 | MINERAL RESOURCE ESTIMATE | 58 | |
| 14.1 | Data Collation | 58 | |
| 14.2 | Interpretation | 60 | |
| 14.3 | Exploratory Data Analysis | 65 | |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 5 |
APPENDICES
| A | Summary of Drill hole Intersections |
| B | Resource Cross-Sections – Rupsi/Dypet |
| C | Resource Cross-Sections – Hankabakken II |
| D | Resource Cross-Sections - Sagmo |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 6 |
LIST OF TABLES
| Page | ||
| Table 1-1. | Sulitjelma Deposit Resource Estimation Summary | 12 |
| Table 1-2. | Proposed Budget | 15 |
| Table 4-1. | Summary of License Areas | 19 |
| Table 6-1. | Sulitjelma Mine Production Summary | 30 |
| Table 6-2. | Sulitjelma Drilling Summary | 30 |
| Table 6-3. | Summary of Core Diameters | 31 |
| Table 6-4. | Summary of Drake Exploration Sample Results | 31 |
| Table 11-1. | Summary of Limits of Detection | 42 |
| Table 12-1. | Summary of Check Density Measurements | 54 |
| Table 13-1. | Summary of 1984 Mill Production | 55 |
| Table 14-1. | Summary of Drill hole Database | 58 |
| Table 14-2. | Statistical Summaries – Interpreted Samples | 65 |
| Table 14-3. | Top-Cut Levels | 68 |
| Table 14-4. | Zone Orientations | 68 |
| Table 14-5. | Compositing Parameters | 68 |
| Table 14-6. | Statistical Summary– RD Composites | 70 |
| Table 14-7. | Statistical Summary– H2 Composites | 70 |
| Table 14-8. | Statistical Summary– SM Composites | 70 |
| Table 14-9. | Summary of Model Prototypes | 72 |
| Table 14-10. | Grade Estimation Parameters | 74 |
| Table 14-11. | Global Comparison of Average Grades | 77 |
| Table 14-12. | MSO Parameters | 79 |
| Table 14-13. | Cut-Off Grade and Cu_Eq Parameters | 80 |
| Table 14-14. | Grade-Tonnage Table – RD Region, Inferred Resources Only | 81 |
| Table 14-15. | Grade-Tonnage Table – H2 Region, Inferred Resources Only | 81 |
| Table 14-16. | Grade-Tonnage Table – SM Region, Inferred Resources Only | 81 |
| Table 14-17. | Grade-Tonnage Table – RD, H2 and SM Regions, Inferred Resources Only | 82 |
| Table 14-18. | Constrained Mineral Resource Estimate Statement | 82 |
| Table 26-1. | Proposed Budget | 90 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 7 |
LIST OF FIGURES
| Page | ||
| Figure 4-1. | Overall Map of Sulitjelma Location | 18 |
| Figure 4-2. | Northern Norway Map of Sulitjelma Location | 18 |
| Figure 4-3. | Plan of License Areas - Overall | 20 |
| Figure 4-4. | Plan of License Areas – North | 21 |
| Figure 4-5. | Plan of License Areas – South | 22 |
| Figure 5-1. | Plan of Local Sulitjelma Area | 25 |
| Figure 5-2. | Plan of Sulitjelma and Old Mine Workings | 25 |
| Figure 5-3. | Plan of Sandnes Water Supply | 27 |
| Figure 5-4. | Plan of Hydroelectric Power Plants in Sulitjelma Area | 28 |
| Figure 5-5. | Plan of Power Lines and Transformers in Sulitjelma Area | 28 |
| Figure 6-1. | Plan of VTEM Survey Extents – Drake Exploration 2014 | 32 |
| Figure 6-2. | Main Areas in Project Development | 33 |
| Figure 7-1. | Simplified Map of Scandinavian Caledonides | 34 |
| Figure 7-2. | Outline Geological Map Scandinavian Caledonides | 35 |
| Figure 7-3. | Profile Between Bodø and Sulitjelma | 35 |
| Figure 7-4. | Stratigraphy of Sulitjelma Ophiolite Complex – Pre-Folding/Faulting | 36 |
| Figure 7-5. | Simplified Geology Plan of Sulitjelma Area | 37 |
| Figure 7-6. | Profile of Sulitjelma Fold Nappe | 37 |
| Figure 7-7. | Stratigraphic Column of Sulitjelma in Northern Mineralisation Area | 38 |
| Figure 7-8. | S-N Profile Across Langvann Antiform | 38 |
| Figure 7-9. | Example of Folding in Giken II Mineralisation | 39 |
| Figure 11-1. | Histogram of Drilling Sample Lengths | 42 |
| Figure 11-2. | Photo of NGU Core Storage Facility – Lokken | 43 |
| Figure 12-1. | Pictures – Underground at Rupsi | 45 |
| Figure 12-2. | Surface Infrastructure - Former Processing Facilities | 45 |
| Figure 12-3. | Looking Westwards from Giken Mine | 46 |
| Figure 12-4. | Looking Southward towards Former Sagmo Mine Area | 46 |
| Figure 12-5. | Hole RUP-168 | 48 |
| Figure 12-6. | Hole RUP-136 | 49 |
| Figure 12-7. | Hole RUP-137 | 49 |
| Figure 12-8. | Histogram of Check Collar Elevation Differences – Rupsi and Sagmo | 50 |
| Figure 12-9. | Plan of Underground Drill holes vs Historical Map - Rupsi | 52 |
| Figure 12-10. | Plan of Underground Drill holes vs Historical Map - Sagmo | 52 |
| Figure 12-11. | Plan of Underground Drill holes vs Historical Map - Hankabakken | 52 |
| Figure 12-12. | Historic Profile | 53 |
| Figure 12-13. | Profile 6 with Imported Data | 53 |
| Figure 12-14. | Point Plot of Cu grade vs Density | 55 |
| Figure 13-1. | Photograph of As-Received Sample- for SGS Flotation Testing | 56 |
| Figure 13-2. | Test Flotation Flowsheet | 57 |
| Figure 14-1. | 3D View of All Drill holes, Looking North-West | 58 |
| Figure 14-2. | Plan Plot of Drill holes | 58 |
| Figure 14-3. | 3D View of RD Drill holes – Looking North-West | 59 |
| Figure 14-4. | 3D View of H2 Drill holes – Looking North-West | 59 |
| Figure 14-5. | 3D View of SM Drill holes – Looking North-West | 59 |
| Figure 14-6. | RD – Plan of Interpreted Veins | 61 |
| Figure 14-7. | 3D View of RD Interpreted Veins, Looking South-West | 61 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 8 |
| Figure 14-8. | Overall S-N Section Through RD Region | 62 |
| Figure 14-9. | S-N Section Through RD Mineralised Zones | 62 |
| Figure 14-10. | Plan of H2 Interpreted Zones | 63 |
| Figure 14-11. | 3D View of H2 Interpreted Zones, Looking South-West | 63 |
| Figure 14-12. | Plan of SM Interpreted Zones | 64 |
| Figure 14-13. | WE Long-Section of SM Interpreted Zones | 64 |
| Figure 14-14. | Log-Probability Plots of Cu Samples Within Interpreted Zones | 66 |
| Figure 14-15. | Log-Probability Plots of Zn Samples Within Interpreted Zones | 66 |
| Figure 14-16. | Point Plots of Cu vs Zn Grades | 66 |
| Figure 14-17. | Histograms of Vein True Thickness Values | 67 |
| Figure 14-18. | Sample Length Histograms by Zone | 67 |
| Figure 14-19. | Log-Probability Plots for Composites - Cu | 69 |
| Figure 14-20. | Log-Probability Plots for Composites – Zn | 69 |
| Figure 14-21. | RD – Cu Experimental Isotropic Variograms | 71 |
| Figure 14-22. | H2 - Cu Experimental Isotropic Variograms | 71 |
| Figure 14-23. | Plan of Model Prototypes | 73 |
| Figure 14-24. | Example Cross-Section – RD | 74 |
| Figure 14-25. | Example Cross-Section – H2 | 75 |
| Figure 14-26. | Example Cross-Section – SM | 75 |
| Figure 14-27. | Swath Plots – Cu | 78 |
| Figure 23-1. | Plan of Sulis Green Future License Areas | 84 |
| Figure 23-2. | Plan of VMS Exploration License Areas | 85 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 9 |
1 SUMMARY
1.1 Overview
Mr. Adam Wheeler, (C. Eng, Eur Ing.) was retained by Blue Moon Metals Inc. (“Blue Moon”), a TSX Venture Exchange listed (TSX-V.: MOON) company focused on the exploration and development of deposits in Norway and the USA, to prepare an independent Technical Report on the mineral resources of the Sulitjelma Project located in Nordland County, northern Norway. Sulitjelma Project is a former producer and a potential underground copper mining project. This Technical Report conforms to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). The Author has visited the Project on December 2nd, 2024. He also visited the central Norwegian core facility at the Norwegian Geological Survey (NGU), Lokken, on December 3rd, 2024, to inspect drill hole core from Sulitjelma.
The overall Sulitjelma Projects was former underground mining operations, occurring from 1891 – 1991. The mineral resource estimate described in this report reflects all the drilling data currently available. It should be noted that there are several different orebodies on the Sulitjelma Project, with one overall region measuring approximately 7km by 2km, and another smaller region about 3km away, measuring approximately 2km by 1km. The mineral resource estimation described here has focused on four deposit regions.
Resource estimation work was done using the Datamine mining software system, Studio RM, Version 2.1.125.0.
1.2 Ownership
Nye Sulitjelma Gruver (“NSG”) has 14 extraction licences and 16 exploration licences covering the Sulitjelma deposit areas within the Nordland district. Part of the Sagmo area is inside the Junkerdal National Park. Otherwise there are no protected areas for the other parts of the deposit.
Blue Moon acquired 100% of the issued and outstanding shares of NSG pursuant to a share purchase agreement dated December 19, 2024. As consideration, Blue Moon issued 56,079,997 common shares of Blue Moon to former NSG shareholders, who will also receive US$3M in cash milestone payments related to permitting for tailings discharge followed by receipt of the operating permit for the Sulitjelma Project.
1.3 Geology and Mineralisation
The volcanogenic massive sulphide (“VMS”) sulphide deposits at Sulitjelma Project are situated at the contact between submarine basalts and overlying sediments and they are interpreted to have been formed by volcanic-associated hydrothermal sedimentary exhalative processes on the Ordovician seafloor within a fault-controlled basin and are classified as being of Cyprus type VMS deposit.
Each deposit has a well-developed subjacent zone of hydrothermal alteration, the core of which appears abnormally enriched in potassium relative to the surrounding strata. Distinct mineralization facies are recognised as products of primary hydrothermal alteration, regional amphibolite-grade metamorphism and accompanying tectonic deformation. The widespread brecciation associated with the mineralised zones can partly explained by tectonism, but it may also be evidence of a cyclic catastrophic stage, during the evolution of the enclosing basalts.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 10 |
The overall district hosting the Sulitjelma Project is about 100 km2 in size, containing about 25 individual deposits. The VMS deposits are tabular and elongated, reaching 1,200 m in length and 300 m in width, typically dipping between 10 degrees and 45 degrees. The high-grade parts of the deposits that were mined historically rarely exceeded 5 m in thickness and typically averaged 2 m.
The mineralised zones typically consist of massive pyrite, pyrrhotite, chalcopyrite and sphalerite. Mineralisation can also be semi-massive, brecciated as well as disseminated. Well-known in the Sulitjelma Project area are large, rounded pyrite crystals, within a matrix of chalcopyrite, sphalerite and pyrrhotite.
Historically, the bulk of the material extracted at Sulitjelma Project was in what is known as the Northern Ore Field located north of Lake Langvann. The current resource estimation includes the Rupsi/Dypet and Hankabakken deposits, which are part of this Northern Ore Field. The other zone being evaluated in the current study is the Sagmo deposit, which is in the Southern Ore Field, south of Lake Langvann.
1.4 Database and Resource Estimation
In 2021, Norwegian geologists started to compile all available drill hole information and its related data, into Excel spreadsheets. The compiled information was transferred to Datamine, as separate .csv files for collar coordinates, drill hole survey data, assay results and lithology logs. After import of these data sets into Datamine, the different assay, collars and survey data files were combined into individual single files for each zone for work in 3D.
For the Sulitjelma Project, complete sets of data from 601 diamond drill holes have been collated, covering 78,144 m. Of these, 286 diamond drill holes have intersected mineralisation for the three regions which have been evaluated in the current study. 51 of these holes were drilled from surface, with the other 235 holes being drilled from underground.
The drilling data was then used to develop a sectional interpretation of mineralised intersections, based on lithology as well as a cut-off of broadly 0.3% CuEq. The interpreted zones have been extrapolated a maximum distance of approximately 100 m beyond the furthest intersection, both laterally and down-dip, from the outer-most drill hole intersections. The drilling grid spacing used was generally 200 to 250 m, so the extrapolation distance is generally half of the typical grid spacing.
Three separate block models were developed, for the Rupsi/Dypet, Hankabakken and Sagmo deposits. For each deposit, the same modelling methodology was applied. A digital terrain model (DTM) was generated, based on the centre points on each drill hole intersection. Approximate apparent thickness values were then estimated and used to develop a three-dimensional block model of each zone. Composite grades for copper and zinc were then estimated, based on inverse-distance weighting (squared). The previously exploited areas were allocated as mined by using perimeters from historical mine plans. These mined-out areas are therefore excluded from the current mineral resource estimation in this report.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 11 |
1.5 Exploration Status
The Sulitjelma Project is at development stage, and Blue Moon is evaluating a restart of operations of this historical producer. Historical diamond drilling was carried out between 1945 and 1988, during which operators completed 816 core drill holes for a total of 137,700 m. Other exploration work in the Sulitjelma Project area has included ground and airborne geophysical studies, geological mapping, outcrop and mine dump grab sampling, and regional lithogeochemical rock sampling for rocktype fingerprinting. In addition to the 25 deposits that have been identified, there are several mineralized occurrences both around the deposits and regionally that are either untested or only supported by limited drilling. This means that additional infill and exploration drilling is warranted to more fully test favourable stratigraphy both around the deposits and regionally.
Blue Moon has not yet done any active exploration work on the Sulitjelma Project since acquiring the property but is developing plans to do so.
The current exploration plan is to extend the existing Rupsi tunnel by approximately 1 km. From this new development access underground, a diamond drilling program of 10,000 m is planned. The new drilling data is expected to greatly assist with further geological and geotechnical modelling.
1.6 Mineral Resource Estimation
This Mineral Resource Estimation (“MRE”) work was carried out and prepared in compliance with Canadian National Instrument 43-101, and the mineral resources in this estimate were calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council May 10th, 2014.
Conforming with guidelines for “reasonable prospects for eventual economic extraction”, constrained evaluations were completed using a Mineable Shape Optimiser (MSO) to generate wireframes.
This mineral resource estimate of the Sulitjelma deposit is summarised in Table 1-1, related to a cut-off grade of 0.6% CuEq and a minimum thickness of 2.2 m.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 12 |
Table 1-1. Sulitjelma Deposit Resource Estimation Summary
Effective Date: 20th February 2025
| Inferred Resources | ||||
| Deposit | Tonnes | Cu | Zn | Cu_Eq |
| Kt | % | % | % | |
| Rupsi | 7,874 | 1.18 | 0.33 | 1.23 |
| Dypet | 1,384 | 1.23 | 0.20 | 1.27 |
| Hankabakken II | 4,955 | 0.88 | 0.06 | 0.89 |
| Sagmo | 2,853 | 0.98 | 0.16 | 1.00 |
| Total | 17,066 | 1.06 | 0.21 | 1.10 |
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorised Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.6% Cu_Eq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and Cu-equivalent (Cu_Eq) calculations included: |
| Prices: | USD4.20/lb Cu, USD1.25/lb Zn |
| Processing recoveries: | 92% Cu, 57% Zn |
| Payabilities: | 96.5% Cu, 86% Zn |
| 6. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 7 . | A global density value of 3 t/m3 was assumed. |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 13 |
1.7 Results and Interpretations
There are several opportunities to improve the current results presented in this report, which should be investigated further as part of the ongoing development of the Sulitjelma Project. Most of the deposits evaluated in this mineral resource estimation have some parts that are densely sampled, notably in areas in or close to the old underground workings. Going down-dip, the drill hole spacings are generally much wider, with more reliance on much longer underground drill holes, often with very poor intersection angles, or on relatively few surface drill holes.
Further drilling campaigns would therefore have a significant effect on the development of the project, in terms of:
| · | The use of twin drill holes to help verify all or part of the historical drilling data. |
| · | Potentially increase Inferred category material through additional drilling both down-dip and along-strike. |
| · | Decreasing drill spacing would greatly help in the estimation of Indicated category material. To achieve Indicated resource categorisation using any of the historical drill hole data, the results from twin drilling would have to help verify the use of all or part of the historical drill hole database. |
1.8 Conclusions
The updated mineral resource estimate as of February 20th, 2025, has these conclusions from the Author, which are as follows:
| · | The Sulitjelma mine processed approximately 26 Mt of ore over just under 100 years of production, with average grades of 1.80% Cu and 0.82% Zn. Approximately 10 Mt of ore were produced from zones nearby to the zones which have been evaluated in the current study. |
| · | The geological setting and character of the VMS mineralization identified to date on the Sulitjelma Project are of sufficient enough to justify additional exploration expenditures. |
| · | Most drill holes in the current database are related to the mineral resources at Sulitjelma Project in the four deposits, totalling 601 core drill holes for 78,144 metres. There is no core on site, but at the NGU core inventory at Lokken, approximately 19,330m Sulitjelma core are stored, from 469 holes that were drilled in and around the Sulitjelma zones being considered in this study. |
| · | Drilling has identified extensive, conformable, metasediments and metavolcanics with quite distinct mineralized zones, that remain open with respect to further exploration, and which in some areas have been mined extensively in the past. |
| · | The drilling related to the zones being currently evaluated took place between 1952 and 1988, while the mine was in production. There is very little information available about the drilling, sampling, sample preparation and analysis procedures. Similarly, there is almost no QAQC data available. |
| · | Very little data is available for rock density measurements. |
| · | Due to the proximity of the underground workings and the geometry of the deposit, many of the underground drill hole intersection angles are very poor, which complicates geological modelling. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 14 |
| · | Because of these factors, the author has assigned all of the current resource estimation to the Inferred category. |
1.9 Recommendations
1.9.1 Sample Preparation, Analyses, and Security
| · | QAQC Program. A rigorous quality control and quality assurance (“QAQC”) policy needs to be developed for standards, blanks and duplicate samples, for all on-going drilling and sampling work. This QAQC program will also need to use certified reference material (“CRM”) samples with similar lithologies and Cu/Zn grades to Sulitjelma Project. |
| · | Core Shack. A secure premises will be required for core logging and storage of drill core, as well as all returned pulp and reject material from the analytical laboratory. |
| · | Density Measurement equipment and procedures need to be set-up for any new drilling as well as check density measurements of historical core at Lokken. |
1.9.2 Data Verification
| · | Relogging of Drill Core. A relogging program should be completed of Sulitjelma Project historical drill core stored at Lokken. This work would be more extensive than any previous relogging exercise; noting that relogging will be difficult, as much of the core is extremely dirty. If possible, some check sampling should also be completed while relogging is ongoing, although in most cases there is little, or no drill core left in the core boxes from the originally sampled intersections. As well, additional sampling of previously unsampled drill core should be done, noting that at current cut-off levels for the mineral resource estimate, there are potentially extended or new mineralised intersections that could warrant follow-up. |
| · | Drilling Database. The current database needs to be enhanced so that YEAR identification data is recorded for each drill hole. This is very important, as in on-going verification and estimation work, it may be necessary to filter the historic data with relation to the date of age of the data available. |
| · | Twin Drilling. A twin drilling program should be completed during the next work program, to help verify all or part of the historical drilling data for each deposit. NSG have already planned the extension of an existing underground adit, the Rupsi tunnel, for the purpose of providing drilling access. A suggested starting proportion of twinning could be 5%, with respect to historic drill holes for each deposit. When the assay results are returned from the laboratory and analysed, it can be determined if and where further twin drilling would be required. |
| · | Drill Hole Collars. During summer, historic surface drill hole collars should be found and resurveyed, where possible. Depending on the extent of underground access, the location and resurveying of underground drill hole collars should also be attempted. |
| · | Mined-Out Extents. Depending on underground access, surveys should be made of mined-out areas adjacent to the evaluated resources. Modern equipment, including the use of drones, could help with this check survey process. |
| · | Metallurgical Program. A full metallurgical audit should be undertaken regarding the production recoveries and any reports on file. Once there is new material available from drilling that is representative of the deposits, a new metallurgical program should be planned to encompass flotation test work, variability analysis, and lock cycle testing to ensure process design in the plant is setup for maximizing metal recovery. |
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1.9.3 Exploration Program and Budget
For further development of the project, the Author recommends implementation of an exploration program. This work covers extension of the existing Rupsi tunnel by 1 km, in order to allow access, and then using of this new tunnel access to complete approximately 10,000 m of diamond drilling from underground. The intent of the drilling is to enable potentially increasing confidence in the resources in the Rupsi deposit, with upgrading of some material from an Inferred category to an Indicated category.
A summary breakdown of this work program is presented below, along with associated estimated costs expected to total approximately 4.6 M USD (Table 1-2).
Table 1-2. Proposed Budget
| Work Planned | Cost |
| M USD | |
| Extension of Rupsi Tunnel (1 km) | 3.4 |
| Diamond drilling (~10,000 m) | 1.2 |
| Total | 4.6 |
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2 INTRODUCTION
2.1 Author
This report was prepared by qualified person (QP) Adam Wheeler (C. Eng, Eur Ing, Fellow, Institute of Materials, Minerals and Mining) – herein referred to as the Author. He is an independent mining consultant and worked with assistance from Blue Moon technical personnel; to present updated mineral resource estimates as of February 20th, 2025. Adam Wheeler’s involvement with Sulitjelma started in 2021, with a site visit on 2nd December 2024 (1 Day). He also reviewed various drill core from Sulitjelma at the NGU core storage facilities in Løkken, on 3rd December 2024 (1 Day).
2.2 Terms of Reference
This independent Technical Report was commissioned by Blue Moon in connection with its acquisition of Nye Sulitjelma Gruver AS (NSG), and completed by the Author, an independent mining consultant. Blue Moon, Nussir ASA (“Nussir”) and NSG announced that they have entered into separate share purchase agreements on December 19, 2024, pursuant to which Blue Moon agreed to acquire all of the issued and outstanding common shares of Nussir and NSG. Both Nussir and NSG are private Norwegian companies with properties in northern Norway. Upon closing, Blue Moon acquired a 93.55% interest in Nussir for US$51.7M and a 100% interest in NSG for US$12M, both of which were satisfied in common shares of Blue Moon (the “Blue Moon Shares”) at a deemed price of C$0.30 per Blue Moon Share. Former 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 Sulitjelma Project. For additional details, please refer to Blue Moon’s news releases dated November 27, 2024, December 19, 2024 and February 27, 2025 (available on Blue Moon’s profile in SEDAR+ at www.sedarplus.ca).
The Author was previously retained by NSG to provide initial resource estimations during 2021 and 2022. The mineral resources presented herein have used resource block models generated from these periods, but with the evaluation updated so as to provide results according to 43-101 guidelines.
The Author has subsequently been retained by Blue Moon to provide an independent Technical Report on the Mineral Resources for the Sulitjelma Project that meets the provisions of CIM - Standards of Disclosure for Mineral Projects. The purpose of this current report is to provide an independent Technical Report in conformance with the standards required by NI 43-101 and Form 43-101F1. The estimate of mineral resources contained in this report conforms to the CIM Mineral Resource and Mineral Reserve definitions (May 2014) referred to in NI 43-101.
Based on the Property visits and review of the available literature and data, the Author takes responsibility for the information herein.
This Report is a compilation of proprietary and publicly available information. In support of the technical sections of this Report, the Author has independently reviewed reports, data, and information derived from work compiled by NSG as well as relevant geological publications, as listed in Section 27. These were used to verify background geological information regarding the regional and local geological setting and mineral deposit potential of the Property. The Author has deemed these reports, data, and information to be valid contributions, to the best of his knowledge. In addition to the site visit, Adam Wheeler reviewed available literature and documented results concerning the project and held discussions with technical personnel of Blue Moon.
| Adam Wheeler | 20th May 2025 |
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2.3 Units and Currency
All measurement units used in this report are metric, and currency is expressed in US Dollars, unless stated otherwise. A conversion rate of 10.45 Norwegian NOK to 1 USD has been used.
3 RELIANCE ON OTHER EXPERTS
For this report, the Author has relied on ownership information provided by Blue Moon. The Author has relied on Blue Moon with respect to the validity of the mineral title for tenure associated with the Sulitjelma Project.
The Author has relied on Blue Moon for guidance on applicable taxes, royalties, and other government levies or interests, applicable to revenue or income from the Project.
4 PROPERTY DESCRIPTION AND LOCATION
4.1 Location
The Sulitjelma Project is located in Northern Norway, at Latitude 67o 8’ 11’’ and Longitude 16o 4’ 30’’. It is approximately 74 km due east of the city of Bodø on the west coast of Norway and it is approximately 14 km west of the border between Norway and Sweden. Sulitjelma Project is approximately 31 km east of the portal town of Fauske, and approximately 31 km to the south-east of the Straumen container port.
The position of Sulitjelma Project is shown in Figure 4-1 and Figure 4-2.
| Adam Wheeler | 20th May 2025 |
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Figure 4-1. Overall Map of Sulitjelma Location

Figure 4-2. Northern Norway Map of Sulitjelma Location

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4.2 Licenses
The main license areas held by NSG are shown in Figure 4-2 and they are summarised in Table 4-1. All the deposits in the current study are covered either by the Mining Rights or Exploration Rights licenses referenced herein; noting that all the licenses listed in Table 4-1 relate to minerals that contain copper, zinc, gold or silver. The licenses are all registered within the Fauske Kommune, in the county of Nordland. The Project covers approximately 4,980 hectares in total, of which 624 hectares are covered by NSG’s Mining Rights.
NSG does not currently own any property or land. However, they have an option to buy the old mine buildings and its associated land from the local community.
The company VMS Exploration have Exploration Rights licenses that overlap the NSG’s licenses, but they do not have any Mining Rights licenses in the Sulitjelma area.
Table 4-1. Summary of License Areas
| Name | License Code | Type of rights | Holder | Expiration Date | Area m2 |
| Hankabakken 1 | 0009-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 203,000 |
| Hankabakken 2 | 0010-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 146,596 |
| Hankabakken 3 | 0011-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 111,264 |
| Hankabakken 4 | 0012-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 71,890 |
| Hankabakken 5 | 0013-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 500,000 |
| Giken/Charlotta 1 | 0014-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 1,000,000 |
| Giken/Charlotta 2 | 0015-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 500,000 |
| Rupsi | 0016-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 1,000,000 |
| Sagmo 1 | 0017-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 140,012 |
| Sagmo 2 | 0018-1/2012 | Mining rights | Sulitjelma Mineral AS | 2028-12-31 | 448,000 |
| Diamanten A | 0016-1/2015 | Mining rights | Sulitjelma Mineral AS | 2029-12-31 | 1,000,000 |
| Sagmo 3 | 0009/2023 | Mining rights | Nye Sulitjelma Gruver AS | 2033-12-31 | 900,000 |
| Sagmo 4 | 0010/2023 | Mining rights | Nye Sulitjelma Gruver AS | 2033-12-31 | 10,000 |
| Sagmo 5 | 0011/2023 | Mining rights | Nye Sulitjelma Gruver AS | 2033-12-31 | 210,000 |
| Sagmo 1 | 0125/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 3,000,000 |
| Sagmo 2 | 0126/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 357,056 |
| Sagmo 3 | 0127/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 868,000 |
| Sagmo 5 | 0129/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 91,000 |
| Sagmo 7 | 0131/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 10,000,000 |
| Avilon 1 | 0124/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 6,000,000 |
| Sulitjelma 1 | 0132/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 3,000,000 |
| Sulitjelma 10 | 0133/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 5,000,000 |
| Sulitjelma 2 | 0134/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 1,000,000 |
| Sulitjelma 3 | 0135/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 5,000,000 |
| Sulitjelma 4 | 0136/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 500,000 |
| Sulitjelma 5 | 0137/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 2,000,000 |
| Sulitjelma 6 | 0138/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 1,000,000 |
| Sulitjelma 7 | 0139/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 217,250 |
| Sulitjelma 8 | 0140/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 4,000,000 |
| Sulitjelma 9 | 0141/2022 | Exploration rights | Nye Sulitjelma Gruver AS | 2029-12-31 | 1,750,000 |
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Figure 4-3. Plan of License Areas - Overall
[Source: Norwegian Directorate of Mining]

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Figure 4-4. Plan of License Areas – North

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Figure 4-5. Plan of License Areas – South

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4.3 Fees and Royalties
Under the Norwegian Minerals Act, metals with a specific gravity of 5 g/cm³ or higher, including copper and zinc, are classified as state-owned minerals. These metals, which are of primary economic interest at Sulitjelma Project, require compensation to the state through payment of yearly fees to uphold the extraction and exploration permits. The fees are calculated based on the size of the areas in question and must be paid within 15th January each year.
Further, all extraction of state-owned minerals requires payment of an annual fee of 0.5% of the sales value of the extracted minerals to the landowner. In addition, an increased landowner fee of 0.5% is mandated for projects in Nordland County.
Blue Moon must pay a fee equivalent to 0.75% of the sales value of extracted minerals. The basis for calculating the fee will in general be the extractor's sales revenue (excluding VAT) from the sale of extracted quantities and quantities that potentially have sales value, but which the extractor processes on their own or otherwise utilizes without making a sale. The annual fee will be due for payment by March 31 of the following year.
4.4 Environmental Liabilities
The Sulitjelma project currently has no environmental liabilities, since any impact from historical mining operations rest with the Norwegian Government.
A permit for restart of initial mining activities must be acquired to conduct the exploration work described in Section 26.3. This permit has been applied for and the status of this application is expected during 2025. Apart from this, the Author is not aware of any other significant factors and risks that may affect access, title, or the right or ability to perform work on the property.
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| 5 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY |
5.1 Accessibility
There is an International Airport in Bodø on the west coast, with national and international flights daily. Bodø is 91 km by road to Sulitjelma. The European Highway E6 goes through the Municipal Center of Fauske. From here the regional #630 road goes eastward to Sulitjelma (38 km). This road is built for transport and is of a high standard and asphalted.
Established container port of Straumen can accommodate large ships and has weekly port calls. Straumen is a 54 km drive from Sulitjelma. The port in Fauske can be used for larger ships.
Fauske and Straumen are both ice-free during winter, making sea transport of supplies and export of concentrate directly to and from the site possible year-round.
5.2 Site Description
Sulitjelma is an old mining village, in Fauske Municipality in Nordland County, Norway. It is situated in a lush inland valley at an elevation of 140 metres (460 ft) above sea level. Most of the existing residences as well as the old mine infrastructure is located on the north and eastern banks Langvatnet lake. The lakes Lomivatnet, Kjelvatnet and Muorkkejávrre are located to the east and south of the village.
The 0.53-square-kilometre (130-acre) village of Sulitjelma has a population (2023) of 399.
Sulitjelma is virtually surrounded by mountains and glaciers. Sulitjelma is at the southern terminus of the Nordkalottruta hiking trail. There is a road connection to the town of Fauske, which is located approximately 31 km to the west. Winters in Sulitjelma have reliable snow cover that are on average 2 °C colder than in the town of Fauske. Sulitjelma Church and Sulitjelma Chapel are both located in the village. There are many historical mines in the area.
Most of the entrances to the historical mining areas are from horizontal adits heading north off the northern bank of Langvann lake. There are also the historical Sagmo mine workings approximately 2 km south of the lake. Plans of local Sulitjelma area, relative to the historical mine workings and old plant infrastructure, are shown in Figure 5-1 and Figure 5-2. The topography rises at about 10 degrees on the south side of the lake, and at about 27 degrees on the north side.
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Figure 5-1. Plan of Local Sulitjelma Area

Figure 5-2. Plan of Sulitjelma and Old Mine Workings

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5.3 Climate
Sulitjelma Project is located inside the Arctic Circle and has 24-hours of daylight from early May to the beginning of August with midnight sun between the beginning of June to the second week of July. The area has polar night for part of December because it has sunrise at 11 am and sunset before noon each day.
Average 24-hour temperatures at Sulitjelma Project range from -5o C in February to approximately from 12o C in July. Moderate summer temperatures normally last from May to September. Daytime temperatures are usually significantly warmer than the 24-hr average from March to September, while there is very little diurnal temperature variation from November to early February, as the sun is very low or below the horizon most of the day.
Precipitation is heaviest from September to March, often as snow, typically over 130 mm a day in this period. The average annual precipitation is approximately 1 m.
The Project is operable year-round.
5.4 Local Resources
There is a small local tourist industry in Sulitjelma, with a mining museum and trips along one of the remaining mine tunnels. Sulitjelma is at the southern terminus of the Nordkalottruta hiking trail. There is production of sapphire glass at the industrial area in Sandnes, near to the old processing plant.
The Langvann lake is a potential location for future tailings placement.
The town of Fauske, 31 km to the west, has a population of approximately 10,000 and it has many different types of manufacturing companies.
5.5 Infrastructure
There is paved road access all the way to Sulitjelma. There are still many buildings and infrastructure on site, from the former mining operations, that could be useful for any restart of mining operations. NSG have the exclusive right to buy the former process plant at a very low price. Along with the permit for restart of mining operations (which has been applied for) this will give NSG sufficient surface rights for mining and processing operations, as well as access to water, power and potential waste and tailings disposal areas.
Outotec completed a historical Preliminary Feasibility Study on Sulitjelma in 2013. This included cost estimation of developing a new plant. Outotec visited the site twice during this period, and concluded that the old process buildings remain in relatively good condition, and a new processing plant could be developed using existing conveyor tunnels and premises with only minor adjustments, such as drilling holes and grouting.
For mobile telecommunications there is a 5G network widely available in the Mine area and Fauske.
There is a local hospital in Fauske (31 km east of Sulitjelma) and a regional hospital in Bodø (74 km due east of Sulitjelma).
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The main industries in Fauske include tourism, energy, marble and dolomite quarries. The main industries in Bodø include energy, construction and aviation.
5.6 Power Supply
High voltage power lines are available on site, supplied by multiple hydroelectric power stations in the area. A plan of the local hydroelectric power stations is shown in Figure 5-4. A plan of the power lines and transformers is shown in Figure 5-5. The approximately W-E lines are 110-170 kV, and the approximately north-south lines are 32 – 66 kV.
In Sulitjelma, 1,072 GWh is produced annually (average production) from 5 power plants, all owned by Salten Kraftsamband (SKS). Most of the power is surplus power that is exported from Sulitjelma. Local distribution takes place via a transformer station close to the old flotation building at the Sandnes industrial area. From here, the power is distributed internally into Sulitjelma mainly through 5 kV overhead lines..
5.7 Water Supply
There are existing facilities for process water and potable water at site. The process water comes from the outlet water from hydropower and could be used as a supply for a processing plant. The local water supply at Sandnes, in and around the old processing plant area, is shown in Figure 5-3.
Figure 5-3. Plan of Sandnes Water Supply

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Figure 5-4. Plan of Hydroelectric Power Plants in Sulitjelma Area
Figure 5-5. Plan of Power Lines and Transformers in Sulitjelma Area

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6 HISTORY
6.1 Mining History
There have been historical mineral resources and mineral reserves that led to historical production at the Sulitjelma Project. Blue Moon is not treating any historical estimates as current mineral reserves or mineral resources.
The Author of this report has not done sufficient work to classify any historical estimate associated with the Sulitjelma Project, as current mineral reserves or mineral resources. If the Author has referred to any historical estimates, the reader is cautioned not to treat them, or any part of them, as current. The historical production summarized below are included simply to provide the reader with a complete history of the Sulitjelma Project. The Author of this report has reviewed the information in this section, as well as that within the cited references, and have determined that it is suitable for disclosure.
All stakeholders are cautioned that none are considered current and therefore should not rely on them due to being superseded by the mineral resource estimate of this report.
Copper has been mined in Norway for several hundred years, noting the first documented copper mine being the Verlohme Sohn Mine in Kongsberg 1490.
The first deposit discovered in Sulitjelma Project area was found by a Lapp, Mons Petter, in 1858. The Swedish consul Nils Persson was granted a mining lease in 1886, and after initial investigations and preliminary mining in1887, he established a mining company in 1891, the Sulitjelma Aktiebolag. The mines in the Sulitjelma Project area became the largest mining enterprise in Norway of the 20th century, with an estimate of 75,000-man years of labour. The largest number of employees was reached in 1913, amounting to 1,750. The company was reorganized in 1933, under the name of A/S Sulitjelma Gruber, and from 1937 the major shareholders were Norwegians. In 1931, a 50-year mining licence was established. In 1965, Elkem bought up to 90% ownership. In 1983, the Elkem decided that they did not want to continue mining due to low copper prices (below NOK 10/kg) and a lack of mining investment. Copper smelting ceased in 1987, which was followed by cessation of mining operations on June 28,1991. Over the production history, the mines of Sulitjelma Project produced copper, zinc and sulphur, mining 26 Mt of ore, with average grades of 1.8% Cu, 0.82% Zn and 20% S.
The copper concentrates and blister copper produced at the site might also yield some future potential benefits with respect to gold and silver. It appears that there has been no follow-up metallurgical work undertaken since this finding to further the understanding of both gold and silver in the VMS deposits that compose the Sulitjelma Project.
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Table 6-1. Sulitjelma Mine Production Summary
| Grades | Content | |||||||||
| Production | ||||||||||
| Mine Unit | Start | Stop | Tonnes | Cu | Zn | S | Cu | Zn | S | Rate |
| Year | Year | Mt | % | % | % | Kt | Kt | Kt | Ktpa | |
| Jakobsbakken | 1896 | 1968 | 4.47 | 1.55 | 2.42 | 31.0 | 69 | 108 | 1,385 | 62 |
| Mons Petter | 1887 | 1912 | 0.04 | 2.78 | - | 28.6 | 1 | - | 11 | 2 |
| Giken 1 | 1892 | 1973 | 3.19 | 2.50 | 0.76 | 23.8 | 80 | 24 | 760 | 39 |
| Mons Petter 2 | 1975 | 1986 | 2.02 | 1.75 | 0.49 | 21.1 | 35 | 10 | 426 | 184 |
| Anna | 1908 | 1923 | 0.03 | 3.86 | - | 20.4 | 1 | - | 6 | 2 |
| Ny-Sulitjelma | 1893 | 1965 | 2.59 | 1.99 | 0.55 | 20.2 | 51 | 14 | 522 | 36 |
| Sagmo | 1906 | 1987 | 1.94 | 1.70 | 0.42 | 19.8 | 33 | 8 | 385 | 24 |
| Charlotta 1 | 1894 | 1971 | 1.15 | 2.31 | 0.60 | 19.0 | 27 | 7 | 219 | 15 |
| Holmsen/Gudrun | 1912 | 1961 | 0.71 | 1.49 | 0.55 | 18.4 | 11 | 4 | 130 | 14 |
| Furuhaugen | 1896 | 1921 | 0.37 | 1.65 | - | 17.5 | 6 | - | 65 | 15 |
| Giken 2 | 1961 | 1991 | 3.29 | 1.81 | 0.45 | 16.2 | 60 | 15 | 533 | 110 |
| Sture | 1904 | 1959 | 0.25 | 1.66 | 0.53 | 16.2 | 4 | 1 | 40 | 5 |
| Charlotta 2 | 1961 | 1990 | 1.83 | 1.79 | 0.49 | 15.9 | 33 | 9 | 291 | 63 |
| Hankabakken 1 | 1901 | 1981 | 1.29 | 1.44 | 0.41 | 15.1 | 19 | 5 | 195 | 16 |
| Helsingborg | 1908 | 1909 | 0.00 | 1.54 | - | 14.4 | 0.02 | - | 0.14 | 1 |
| Palmberg 1 | 1917 | 1943 | 0.04 | 1.10 | 0.50 | 13.4 | 0.47 | 0.22 | 6 | 2 |
| Hankabakken 2 | 1963 | 1988 | 0.89 | 1.22 | 0.24 | 12.3 | 11 | 2 | 109 | 36 |
| Bursi | 1902 | 1981 | 1.96 | 1.49 | 0.31 | 12.1 | 29 | 6 | 237 | 25 |
| Total | 1887 | 1991 | 26.06 | 1.80 | 0.82 | 20.4 | 470 | 214 | 5,320 | 251 |
6.2 Drilling
A summary of historic drilling at Sulitjelma Project is shown in Table 6-2. The inventories of drill core stored at the Lokken facility contains 816 diamond drill holes, totalling 137,699 m. These drill holes were completed over period of 43-years between 1945 and 1988. Specifically regarding the Sulitjelma Project area, 642 holes were completed, totalling 97,202 m, completed over a 36-year period between 1952 and 1988. From these holes, the inventory data records that 41,155 m of this core is stored at Lokken, representing 42% of the drilled total.
The database used for the mineral resource estimate described in this report contains 601 historic drill holes, totalling 78,144 m.
Table 6-2. Sulitjelma Drilling Summary
| Holes in | Drilled | ||
| DB | Length (m) | Years | |
| All | 816 | 137,699 | 1945-1988 |
| Areas Being Evaluated | 642 | 97,202 | 1952-1988 |
| Current Database | 601 | 78,144 | 1952-1988 |
The drill core diameters of the completed drill holes in the Sulitjelma Project area are summarised in Table 6-3. The data related to 10 of the holes, within the currently evaluated areas, do not have a recorded core diameter.
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Table 6-3. Summary of Core Diameters
| Diameter (mm) | Holes | Proportion (%) |
| 22 | 147 | 23% |
| 32 | 251 | 40% |
| 36 (BQ) | 234 | 37% |
| Total | 632 | 100% |
6.3 Exploration
An Australian exploration company, Drake Resources, conducted exploration activities in the Sulitjelma Project area between 2014 and 2015. Initial work involved a 2014 airborne geophysical (“VTEM”) survey, which enabled identification of priority copper/zinc targets. The priority targets were then groomed through ground-based electromagnetic (EM) geophysics survey, as well as taking samples from outcrops as well as from an individual mine dump, as summarised in Table 6-4. These geophysics survey limits are shown in Figure 6-1.
Table 6-4. Summary of Drake Exploration Sample Results
| Sample | Sample Type | Weight | Easting | Northing | Cu | Zn | Pb | Ag |
| Number | Kg | % | % | % | ppm | |||
| SJV0010 | Outcrop grab | 0.84 | 540,871 | 7,448,410 | 0.84 | 0.03 | 0 | 2 |
| SJV0011 | Outcrop grab | 0.67 | 556,221 | 7,443,696 | 0.77 | 0.32 | 0 | 1 |
| SJV0012 | Outcrop grab | 1.18 | 556,201 | 7,443,694 | 0.32 | 0.10 | 0 | 1 |
| SJV0013 | Mine dump grab | 0.76 | 545,121 | 7,448,850 | 0.89 | 1.68 | 0.01 | 7 |
| SJV0014 | Mine dump grab | 1.05 | 543,440 | 7,442,355 | 0.34 | 0.02 | 0.67 | 45 |
| SJV0015 | Mine dump grab | 1.72 | 543,440 | 7,442,355 | 0.17 | 0.06 | 3.77 | 224 |
| SJV0016 | Mine dump grab | 2.11 | 543,440 | 7,442,355 | 0.20 | 0.02 | >10.00 | 645 |
| SJV0017 | Mine dump grab | 1.29 | 543,440 | 7,442,355 | 1.61 | 0.82 | 2.46 | 104 |
| SJV0018 | Mine dump grab | 1.3 | 549,493 | 7,447,319 | 4.40 | 1.19 | 0.05 | 24 |
| SJV0019 | Mine dump grab | 1.52 | 549,493 | 7,447,319 | 1.95 | 1.66 | 0.08 | 21 |
In 2014, exploration work was also carried out in the Diamanten area, which is approximately 10km south of the Sagmo deposit, as also shown in Figure 6-1. 10 samples were taken from 3 drill holes, with one sample assaying 4.7% Cu. The Diamanten area is untouched by mining, and it is within one of NSG’s mining licenses.
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Figure 6-1. Plan of VTEM Survey Extents – Drake Exploration 2014
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6.4 Recent Project Developments
The company Nye Sulitjelma Gruver (“NSG”) was established in 2011. The mining rights for the Nordgruvefeltet and Sagmo areas were secured by NSG in 2012.
A regulation plan was developed for the area in 2016, with a focus on impact assessment, which was approved by the Fauske municipality. In 2020, an application was made for a permit for a restart of initial mining activities in accordance with the Pollution Act and sent to the Norwegian Environment Agency. The status of this application is expected this year. Further project developments are summarised below:
| 2020 | - Start of current mineral resource estimation project work. |
| 2021 | - Start of planning for initial mining area and waste rock deposition. |
| - Acquisition of Sulitjelma Mineral (the previous owners) by NSG. |
| - NSG categorised as “pilot project” in Nordland County. |
| 2022 | - More detailed planning of Rupsi tunnel and exploration drilling. |
| - Request made for potential electric power demand of 10MW capacity. |
| 2023 | - Application to Directorate for Minerals for extension of Rupsi tunnel. NSG have received basic agreement and are expecting formal declaration. |
| 2024 | - Detailed Zoning Plan made for Rupsi and Avilon. Avilon is 300 m away for waste deposition. The focus of this zoning plan includes the areas shown in Figure 6-2. |
Figure 6-2. Main Areas in Project Development

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 34 |
7 GEOLOGICAL SETTING AND MINERALISATION
7.1 Regional Geology
The stratigraphic sequence, which contains many Scandinavian pyritic deposits, lies in the middle and upper Köli nappes of the upper allochthon, part of the Caledonide orogen, a belt of lower Paleozoic rocks extending some 2,000 km along the western margin of the Scandinavian peninsula. The geographic location of Sulitjelma and its position within the Caledonides is shown in Figure 7-1.
The Sulitjelma region is underlain by a granitic gneiss basement of Precambrian age, which is exposed in several tectonic windows. This basement is a continuation of the Precambrian of the adjoining Baltic Shield. The Caledonian rocks above this basement are relatively thin and have been divided into several structural units, separated by early thrusts and affected by later metamorphism and folding.
Figure 7-1. Simplified Map of Scandinavian Caledonides

In the Sulitjelma region two nappe units have been distinguished (Figure 7-2 and Figure 7-3), of which the upper one, a varied series of metasediments, is termed the Sulitjelma Schist Sequence. The lower unit consists of amphibolites above calcareous schists and phyllites.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 35 |
Figure 7-2. Outline Geological Map Scandinavian Caledonides
[Compiled by Nicholson (1969), 66oN to 68oN]

Figure 7-3. Profile Between Bodø and Sulitjelma
[Compiled by Nicholson (1969), Ref A-A’ from Figure 7-2]

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 36 |
7.2 Local Geology
A plan of the surface geology for the Sulitjelma Project area is shown in Figure 7-5. The Furulund Group and the Sulitjelma amphibolites contain the volcanogenic massive sulphide (“VMS”) mineralisation. The lithology of Furulund Group consists of calcareous phyllites and schists, very well-banded and in parts rich in garnet and hornblende. The group includes basic intrusions, which are now metadolerites with coarse-grained interiors and highly deformed margins.
The Sulitjelma Project area deposits are located at the junction of a dominantly basaltic sequence, the Otervatn Volcanic Formation, with the overlying thick sedimentary unit: the Furulund Group. This basaltic segment forms the extrusive portion of the Sulitjelma Ophiolite Complex (Boyle, 1989) shown in Figure 7-4. The Sulitjelma Gabbro Complex and the sheeted Mietjerpakte Intrusive Complex have been interpreted by Boyle (1980) as the intrusive and hypabyssal portions. The stratigraphic and igneous relations of the rocks of the area have been reviewed and a model for the emplacement of the Sulitjelma fold nappe presented by Boyle (1987). Geochemical studies by Boyle (1982, 1989) and Cook (1987) have been interpreted to show that the Sulitjelma Ophiolite Complex represents a fragment of ensialic marginal basin which closed and was obducted during the Scandian orogenic phase and emplaced as a large-scale fold nappe (Figure 7-6).
The stratigraphy of the Sulitjelma Project area has undergone amphibolite-grade metamorphism. Polyphase penetrative deformation of the sequence has resulted in widespread stratigraphic inversion. This has led the actual stratigraphy shown in Figure 7-7, as well as the relative positions of mineralised zones shown in the section in Figure 7-6. The plan locations of the main deposits are shown in Figure 7-5.
Figure 7-4. Stratigraphy of Sulitjelma Ophiolite Complex – Pre-Folding/Faulting
[After] Boyle (1987)]
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 37 |
Figure 7-5. Simplified Geology Plan of Sulitjelma Area
[After Cook et al 1990]

Figure 7-6. Profile of Sulitjelma Fold Nappe
[After Boyle, 1987]
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 38 |
Figure 7-7. Stratigraphic Column of Sulitjelma in Northern Mineralisation Area
Figure 7-8. S-N Profile Across Langvann Antiform

7.3 Mineralisation
The deposits are interpreted as being originally formed at a single stratigraphic interval on the Ordovician seafloor (Cook et al, 1990), which fits the VMS genetic model. Each deposit has a well-developed subjacent zone of hydrothermal alteration, in which the core of each alteration zone appears to be abnormally enriched in potassium relative to the surrounding strata. The core of these alteration zones is typically enveloped by a chloritic alteration zone characterized by an increasing Fe/(Fe d- Mg) ratio away from the deposit.
Distinct sulphide mineralization facies are recognized as products of primary hydrothermal alteration, regional amphibolite--grade metamorphism, and accompanying penetrative tectonic deformation. Metals in these zones of hydrothermal alteration are interpreted as having resulted from leaching from the enclosing basalts, which display widespread physical and chemical effects of hydrothermal leaching. The widespread brecciation associated with the deposits can partly be explained by tectonism; it may also be evidence of a cyclic catastrophic stage during the evolution of the sea-floor hydrothermal system.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 39 |
The Sulitjelma Gabbro Complex shows textural features in accordance with rapid cooling by seawater and it is believed that a subvolcanic intrusion represents the heat source which drove the hydrothermal convection cell.
The highly altered geochemistry of the main lithologies, due to hydrothermal alteration, and the widespread presence of chlorite as the major silicate mineral makes them distinctive and readily recognizable at surface outcrop. The chloritization is either due to widespread retrograde metamorphism to greenschist grade or to abnormal fluid conditions during prograde metamorphism which prevented the crystallization of Ca amphiboles. Small but distinct, although somewhat erratic, dispersal halos of trace elements exist in the strata-bound horizons of chloritic alteration and extend up to 300 m away from the deposits. Zn, Pb, Co, Ag, Cd, As, Bi, and Se form the most readily detectable halos. The size and orientation of the halos are strongly controlled by structural deformation of the sequence.
Major minerals in the VMS deposits are pyrite, chalcopyrite, sphalerite, and pyrrhotite. Galena and arsenopyrite are minor minerals. The minerals typically contain metablastic pyrite in a matrix of chalcopyrite, sphalerite, and pyrrhotite, with the pyrite commonly displaying either cataclastic deformation textures or annealed to 120° triple junctions. The famous large, rounded pyrite crystals, 1 cm or larger, termed “durchbewe-gung” (through-movement) fabrics by early German workers, have been the subject of much interest. They have been interpreted as the results of the deformation which accompanied regional metamorphism and are aligned parallel to the schistosity of the enclosing rock. Gangue minerals include quartz, iron- and titanium-oxides, and locally, anhydrite.
Several of the deposits display variations in mineralogy, notably the Sagmo deposit, possessing more pyrrhotite than pyrite. At the Mons Petter deposit, there is a widespread, distinct facies of the mineralization composed of magnetite, pyrite and sphalerite. Grades of precious metals in all the deposits are generally low.
Differential mobilization of the mineralization induced by metamorphism and tectonism is recognized at various scales (Figure 7-9). Fold hinges within the mineralised zones typically display considerable enrichment of the more ductile sulphide phases, particularly chalcopyrite and pyrrhotite. The mineralization is often also thickened in the necks of the folds and thinned on the limbs. The mineralogy of the subjacent potassic zone is usually K-feldspar, biotite and albite, with varying proportions of quartz, albite, quartz, chlorite, hornblende, actinolite and sulphides.
Figure 7-9. Example of Folding in Giken II Mineralisation
[After Cook et al, 1990]

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 40 |
8 DEPOSIT TYPE
The Sulitjelma Project area contains more than 20 different VMS deposits, which are recognised as stratiform, strata-bound pyritic Cu-Zn sulphide bodies, the products of volcanic-associated hydrothermal sedimentary exhalative formation. There are many shared characteristics of Cyprus-type VMS deposits such as being hosted by pillowed mafic volcanic rocks of ophiolitic affinity, examples of which include those in Cyprus itself, the Semail ophiolite in Oman and the Ergani district in Turkey.
These deposits are interpreted as having been originally formed at a single stratigraphic interval on the Ordovician seafloor. The stratigraphy of the Sulitjelma Project area has undergone amphibolite-grade metamorphism, and polyphase penetrative deformation of the sequence has resulted in widespread stratigraphic inversion, as well as overlapping of different parts of the original strata, giving what are now effectively different beds.
Each individual deposit is elongate or tabular in shape and is confined to a single stratigraphic interval and they are typically 500 to 1,200 m in length, 200 to 400 m in width, and from 1 to 15 m in thickness. In the northern ore field, these deposits are typically dipping from 10 to 45 degrees to the north-east. Each deposit lies on a distinct axis, most deposits in the northern field having long axes trending northwest-southeast. These lithologies, together with the deposits and enclosing envelopes of alteration, have been isoclinally folded by simple shear, such that they now appear stacked up within the stratigraphy, giving the appearance of multiple mineralised zones.
Each deposit has a well-developed subjacent zone of alteration, in which the core of each alteration zone appears to be abnormally enriched in potassium relative to the surrounding strata. The potassically enriched core is enveloped by a more typical chloritic alteration zone characterized by an increasing Fe/(Fe + Mg) ratio away from the deposit. There are distinct facies in the mineralization that are recognized as products of primary hydrothermal zonation, regional amphibolite-grade metamorphism, and accompanying penetrative tectonic deformation. The metals in the deposits are interpreted as having resulted from leaching of the enclosing basalts, which display widespread the physical and chemical effects of hydrothermal leaching.
Typically, the deposits are overlain by amphibolites or schists, with basalts of the Otervatn Volcanic Formation below. However, with the isoclinal folding and stratigraphic inversion, means that variations can occur, often with amphibolites both above and below the deposits.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 41 |
9 EXPLORATION
Blue Moon has not carried out any exploration work on the property. For a description of historical exploration work, refer to Section 6 - History.
10 DRILLING
Blue Moon has not carried out any drilling work on the property. For a description of historical exploration work, refer to Section 6 - History.
11 SAMPLE PREPARATION, ANALYSIS AND SECURITY
A thorough review of available information on the Sulitjelma Project yields very little quality control and quality assurance (“QAQC”) data that is available regarding sample preparation, laboratory analytical procedures, including the performance standards, blanks and duplicates. There is also no information available about chain of custody security procedures from the historic drilling activities. However, it is presumed that the prior operators conducted both sampling and analytical procedures in accordance with the industry best practices of the time, based on the information shown below.
In terms of sample collection, it can be seen from the remaining Sulitjelma Project drill core at Lokken that sampling was focused on mineralised intersections, with the initial samples being taken by sawing of the drill core in half and leaving the remnant half core in the core box.
The fact that so much of the Sulitjelma Project drill core is still in reasonable condition at Lokken, demonstrates the sound safeguarding procedures which must have been in place when the original samples were taken.
Core diameters, as summarised in Table 6-3, range from 22 mm to 36 mm (BQ). For the current database, a histogram of sample lengths is shown in Figure 11-1.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 42 |
Figure 11-1. Histogram of Drilling Sample Lengths

It can be seen from this histogram most of the samples have been taken with a 1 m length, and a lower number at 0.5 m, 2 m and 3 m. There is also a spread of intermediate sample lengths.
There are no records describing the assay methods used. However, from examination of the compiled assay data, the limits of detection can be inferred, as summarised in Table 11-1.
The NGU inventory in Lokken, where all the remaining Sulitjelma Project drill core is currently stored, is a well maintained and secure facility. There does not appear to be any storage of sample rejects or pulps.
Table 11-1. Summary of Limits of Detection
| Element | Value | Unit |
| Cu | 0.01 | % |
| Zn | 0.01 | % |
| Pb | 0.01 | ppm |
| S | 0.08 | % |
| Fe | - | % |
| Au | 0.01 | ppm |
| Ag | 0.1 | ppm |
The absence of QAQC of course entails a risk with the available drill hole data. This is discussed in more detail in section 25.1.3.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 43 |
Figure 11-2. Photo of NGU Core Storage Facility – Lokken
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 44 |
12 DATA VERIFICATION
Data verification steps completed by the Author for the Sulitjelma Project include:
| · | Site visits to Sulitjelma in December 2024, including both surface and underground reviews. |
| · | Check review of example Sulitjelma Project drill core at the NGU core storage in Lokken. Check of surface drill collar elevation data relative to surface topography data. |
| · | Check of drill hole database integrity. |
| · | Additional checking of drill hole data against pre-existing, historical mine plans and cross-sections. |
| · | Check density measurements of samples from drill core |
12.1 Site Visit
The Author’s site visit on 2nd December 2024 covered the following:
| - | Visiting NSG’s head office in Fauske, Norway. |
| - | Historical underground development – walking along Rupsi tunnel and into parts of the mine workings. |
| - | Touring around the Process Plant buildings at Sandnes (east end of Lake) |
| - | Visiting the museum facilities and into the tunnel at the historical Giken mine. |
In the Author’s opinion, the Rupsi tunnel is in very good condition. Copper mineralisation is visible on many walls near the stope excavations, as is the nature of the tight ductile folding. The stope workings are also accessible, the remnant pillars clearly visible. It seems likely that it would be possible, with enough time, to enter much further into the old workings and the check the location of some old drill hole collars. The tunnel into the historical Giken mine also appears to be in very good condition, having a working rail track, so that it can be used as a tourist destination for trips underground with a mine tram car in the summer months.
The existing processing building also appear to be in reasonable condition.
Unfortunately, due to snow cover at the time of the site visit, it was not possible to review the position of any historical surface drill hole collars. See Item 12.3 for additional information regarding the drill collar locations.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 45 |
Figure 12-1. Pictures – Underground at Rupsi
[Upper Left: Entrance to Rupsi Tunnel; Upper Right: Old Chute, Lower Left: Along Rupsi Tunnel; Lower Right: Old Stoped Workings]
Figure 12-2. Surface Infrastructure - Former Processing Facilities

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 46 |
Figure 12-3. Looking Westwards from Giken Mine

Figure 12-4. Looking Southward towards Former Sagmo Mine Area

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 47 |
12.2 Drill hole Core
A review was made of drill hole core stored the NGU core storage facility at Lokken. A total of 9 drill holes were selected randomly for review, all of which are part of the database used in the current resource estimation work. Historical drill hole logs and other drillhole information is stored in the NGU facility at Lokken or at NSG’s offices in Fauske. The logs are in different forms, including typed out tables, pro-forma tables filled in by hand, hand-written notes and geological sections. Most of the data now available in Excel form corresponds with scanned copies of the original drill hole information.
The drill holes selected for review came from the Rupsi, Hankabakken and Sagmo mines. Example photos from this review, with some key features highlighted, as shown in Figure 12-5 to Figure 12-7.
Observations from this review process include the following:
| · | The inventory of Sulitjelma Project drill hole core stored at Lokken appears to be generally accurate to the historical descriptions. All drill holes requested and their related core boxes could generally be found by the staff at Lokken. |
| · | Some of the drill holes, mainly for waste intersections, have been reduced to “compressed” sections, in that 10cm of core has been taken from each metre of the original core, so boxes with a 10m length are representing 100m of actual drill core. This modification is recorded at the core inventory in ‘%core available’ column. |
| · | For some of the previously sampled intersections, there is no core left. The most likely explanation is that the original core was too small and/or friable to allow sawing, or due to additional samples being taken from the same intersections. |
| · | For the sampled intersections with higher-grades, where the core is cut, it is still available for review, and it corresponds well with observations of sulphide mineralisation, generally pyrite and chalcopyrite. |
| · | Rounded pyrite crystals are seen in many intersections, which is a very distinctive texture of the mineralisation at the Sulitjelma Project. |
| · | Some of the sampled intervals are very short, but in many instances, there is lot of apparent mineralisation that has not been sampled. This may be a function of the high cut-offs when the mines were in production previously. |
| · | The digitally logged lithology codes appear to correspond reasonably well with the Author’s observations of the selected drill core being reviewed. |
| · | Most of the core boxes retrieved for the core review were in good condition. However, it was observed that some of the boxes appear to have been left open and as a result, the drill core appears to be in bad condition and extremely dirty. For any detailed relogging exercise, the drill core would need to carefully clean, and it may not be possible in some cases due to the deterioration and heavy staining. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 48 |
Figure 12-5. Hole RUP-168
[From 620 m – To 630m]
Many sulphidic intersections outside of sampled intersections

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| Technical Report on the Mineral Resources of the Sulitjelma Project | 49 |
Figure 12-6. Hole RUP-136
[From 540m to 550m]
Logged as Chlorite-Breccia

Figure 12-7. Hole RUP-137
[From 570m to 9 580m]
Red Blocked out portion = 3m averaging 1.28% Cu, logged as Massive Sulphide

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| Technical Report on the Mineral Resources of the Sulitjelma Project | 50 |
12.3 Collar Data
There are 48 surface holes in the Rupsi and Sagmo regions that were used in the current mineral resource estimation. The database collar elevations were compared with check elevations obtained from the reference National Height Model data, stemming from laser scanning and image matching (Hoydedata.no from 2016 and 2019). These elevation differences, either positive or negative, are summarised in Figure 12-8. An analysis shows that the median and mean differences are close to zero, indicating an absence of bias. However, the lowest 10% of the population are -7.5 m below and top 10% exceed by 4.5m the median and mean values. These two populations are a causes of concern and should be re-examined. For any future survey, additional checks are required for drill hole collars that can be located.
Figure 12-8. Histogram of Check Collar Elevation Differences – Rupsi and Sagmo

For the Hankabakken II region, the supplied data of the 63 surface, drill hole collars had incorrect elevation data, stemming from use of a wrong topographic model. For the updated mineral resource estimation described in this report, the drill hole collar elevations were set to the elevations derived from the National Height Model data.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 51 |
12.4 Database
During the import and desurveying of drill hole data during the data verification, for Rupsi, Dypet, and Hankabakan deposits, the only errors were as follows:
| · | There was no survey data for holes 6 drill holes, out of a total of 518 drill holes. These holes without survey data were subsequently excluded. |
| · | Also, there was no lithology data specifically for 62 Hankabakken holes. In cases where no lithology data was available, grade data only was used for interpretation purposes. |
For the Sagmo deposit, the only errors were as follows:
| · | There was no survey data for two drill holes (81 and 82), out of a total of 89 drill holes; these two holes were therefore excluded. |
| · | For drill hole lithology information, only 1 drill hole was lacking data. |
| · | Also, 3 holes had assays, yet did not have corresponding drill collar information and downhole survey data. These holes were subsequently excluded. |
The Author completed further checks of database integrity through operations including:
| · | Range checks., on coordinate and Cu grade values. |
| · | Drill hole combination reports. . |
| · | Statistical analysis |
| · | Visualisation and plotting. |
The drill hole combination reports list out in detail all the data from each hole for each of the different files involved in combination and desurveying (determination of 3D sample positions) of all drillhole data.
The visualisation and plotting checks include generation of sections from the processed drillhole data, and comparing these with the original hand-drawn profiles.
The assay database contained 3,728 samples, but these only contained Cu and Zn assays for the most part. Approximately 25% of the samples in the database had a reported Ag value in g/t or oz/t.
12.5 Drill hole Data
The Author conducted checks of the underground drill hole data against historical underground level and stope plans, as shown in the examples in Figure 12-9 to Figure 12-11. These historical plans showed a good correspondence with the underground collar positions in the digital database.
Drill hole and topographic data were also checked against historic hand-drawn profiles, as shown in Figure 12-12 and Figure 12-13. This comparison also showed good correspondence.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 52 |
Figure 12-9. Plan of Underground Drill holes vs Historical Map - Rupsi

Figure 12-10. Plan of Underground Drill holes vs Historical Map - Sagmo

Figure 12-11. Plan of Underground Drill holes vs Historical Map - Hankabakken

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| Technical Report on the Mineral Resources of the Sulitjelma Project | 53 |
Figure 12-12. Historic Profile

Figure 12-13. Profile 6 with Imported Data
[Section also shows interpreted model in the current estimation]

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 54 |
12.6 Density
The Author noted that there is little information available for historical density measurements for the Sulitjelma Project. It was then decided by the Author to make a small batch of check density measurements on the historical drill core. Samples were selected by the Author, and the measurements were taken by Blue Moon employees in the NGU storage facility at Lokken in February 2025. A summary of these density measurements is presented in Table 12-1.
Table 12-1. Summary of Check Density Measurements
| SampleID BHID | Box (m) | FROM | Cu % | Density | ||
| (m) | t/m3 | |||||
| 1 | RUP_136 | 536-539 | 536.5 | 0.52 | 2.96 | |
| 2 | RUP_137 | 570-580 | 572.5 | - | 2.97 | |
| 3 | RUP_137 | 570-580 | 578.75 | 1.24 | 2.90 | |
| 4 | RUP_128B | 390-400 | 399.45 | - | 2.87 | |
| 5 | RUP_128B | 390-400 | 399.55 | - | 2.79 | |
| 6 | RUP_130 | 430-440 | 439.45 | 0.38 | 2.76 | |
| 7 | RUP_130 | 470-480 | 474.5 | 0.61 | 2.83 | |
| 8 | RUP_130 | 470-480 | 475.4 | 0.29 | 2.77 | |
| 9 | RUP_130 | 470-480 | 476.2 | 0.96 | 2.83 | |
| 10 | HANK_184A | 40-50 | 40.8 | - | 2.98 | |
| 11 | HANK_184F | 100-110 | 100.3 | 1.09 | 3.20 | |
| 12 | HANK_184F | 100-110 | 107.4 | 0.96 | 2.84 | |
| 13 | Sagmo_67G | 40-50 | 43.9 | 2.19 | 3.33 | |
| 14 | Sagmo_67G | 40-50 | 47.3 | 0.49 | 3.83 | |
| 15 | Sagmo_67H | 50-60 | 52.3 | 2.66 | 3.62 | |
| 16 | Sagmo_67H | 50-60 | 57.5 | - | 2.81 | |
| Average | 3.02 | |||||
The density sample measurements were chosen to cover different lithologies as well as to include both mineralised material and waste. Samples were tested from each of the different deposits being evaluated. A graph showing the variation of density versus copper grade, for those samples assayed, is shown in Figure 12-14. This graph indicates that there may be some relationship between density and grade, although significantly more density measurements would be required to confirm this hypothesis.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 55 |
Figure 12-14. Point Plot of Cu grade vs Density

The overall average density of 3.02 t/m3 from the check density measurements supports the assumed global density of 3 t/ m3 that was used in the current mineral resource estimation work in this report.
13 MINERAL PROCESSING AND METALLURGICAL TESTING
There is very little information regarding the historical processing facilities. However, Table 13-1 shows a summary of the mill production from 1984. This shows a plant recovery for Cu of 97.5% from that time.
Table 13-1. Summary of 1984 Mill Production
| Product | Tons | % Cu | % Zn | % S | Tons Cu | Tons Zn | Tons S | Recovery % |
| Mill Feed | 450,000 | 1.69 | 0.45 | 18.0 | 7,605 | 2,025 | 81,000 | |
| Cu concentrate | 25,136 | 29.50 | 1.25 | 34.1 | 7,415 | 314 | 8,571 | 97.5 |
| Zn concentrate | 1,610 | 1.40 | 51.0 | 32.7 | 22.5 | 821 | 526 | 40.5 |
| S concentrate | 118,428 | 0.03 | 0.20 | 51.0 | 35.5 | 237 | 60,398 | 74.6 |
| Tailings | 304,826 | 0.04 | 0.21 | 3.77 | 121.9 | 640 | 11,492 |
More recent flotation testwork was completed by SGS Mineral Services in 2020, and the results sent to Sarb Consulting (“Sarb”). The testwork results were used by Sarb in their own study to assess the environmental geochemical effects of potential tailings disposal in Langvatnet.
A flotation program was completed on a sample from Sulitjelma, in order to develop a flotation flowsheet and produce flotation tailings for long-term sub-water leach testing. Five rougher tests and three cleaner tests were performed and flotation results were obtained. The testwork was completed at SGS Vancouver Metallurgy, and included sample preparation, flotation, and product characterization.
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| Technical Report on the Mineral Resources of the Sulitjelma Project | 56 |
A photograph of this sample is shown in Figure 13-1. This 36kg of material was collected from wall rock in the old Dypet mine, with average grades of 3.44%Cu and 0.5%Zn.
Figure 13-1. Photograph of As-Received Sample- for SGS Flotation Testing
The sample was stage-crushed to -10 mesh, homogenized, split into 2 kg test charges, and preserved in a freezer prior to flotation. A head sample was submitted for an ICP-Scan and whole rock analysis (WRA). The sample was massive sulphide material and assayed 3.44% Cu, 0.5% Zn, 33% Fe, and 35.4% S.
Five rougher flotation tests were performed to optimize the flotation conditions in order to maximize the copper and zinc recovery into separate concentrates. The tests were performed at a primary grind size k80 of approximately 140 µm. Lime was added in both the copper and zinc circuits to increase the pH and depress pyrite. Collectors 3418A, SIPX, and 5100 were tested in the copper flotation while SIPX and 3894 were tested in the zinc flotation. Zinc sulphate was used to depress sphalerite in the copper circuit while copper sulphate was used to re-activate sphalerite in the zinc circuit.
Three cleaner tests were completed by employing the same flotation conditions. The first test was performed to confirm the flotation results while the other two tests were completed to produce tailings for environmental testwork. The overall test flotation flowsheet is presented in Figure 13-2.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 57 |
Figure 13-2. Test Flotation Flowsheet

SGS concluded that, based on the supplied sample, the material responded well to a conventional, sequential copper/zinc flotation flowsheet. Under the conditions established in open circuit flotation tests, copper recoveries of 90-95% can be expected for a concentrate grade of approximately 30% Cu can be expected, along with a zinc recovery of 50-55% for a concentrate grade of 45-50% Zn. Zinc “loss” to the copper concentrate was approximately 30%.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 58 |
14 MINERAL RESOURCE ESTIMATE
14.1 Data Collation
The mineral resource estimation for this report was based on all available drill hole data. A summary of the current drill hole database is shown below. Plans and 3D views of the data are shown in Figure 14-1 to Figure 14-5.
Table 14-1. Summary of Drill hole Database
| Average | |||||
| Region | Holes | Length | Length/ Hole | Samples | |
| Name | Code | m | m | ||
| Rupsi/Dypet | RD | 260 | 50,277 | 193 | 1,908 |
| Hankabakken II | H2 | 254 | 18,429 | 73 | 1,380 |
| Sagmo | SM | 87 | 9,438 | 108 | 440 |
| Total | 601 | 78,144 | 130 | 3,728 | |
Figure 14-1. 3D View of All Drill holes, Looking North-West

Figure 14-2. Plan Plot of Drill holes

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Figure 14-3. 3D View of RD Drill holes – Looking North-West
Figure 14-4. 3D View of H2 Drill holes – Looking North-West

Figure 14-5. 3D View of SM Drill holes – Looking North-West

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| Technical Report on the Mineral Resources of the Sulitjelma Project | 60 |
14.2 Interpretation
The interpretations of most of the VMS mineralization was made using the following procedure:
| 1. | Identification of possible intersections, based on a cut-off of 0.36% Cu over length of 1 m, as well as marked lithological differences. |
| 2. | Interpretation of strings connecting VMS mineralization composite centres, with similar orientations and geometries to those shown on supplied geological profiles. |
| 3. | Assignment of a ZONE, to discriminate the different VMS mineralization. |
| 4. | Generation of DTMs describing VMS mineralization centrelines. |
The Author noted the following difficulties with the interpretation:
| · | Erratic and sporadic layout of holes. |
| · | Few specific geological characteristics to assist with vein identification. | |
| · | Many underground holes have very poor intersection angles. |
Plans and 3D views of the vein centre DTMs are shown in Figure 14-6 to Figure 14-7 as well as Figure 14-10 to Figure 14-13. In the Rupsi-Dypet (“RD”) deposits, there are 8 separate zones have been interpreted, 3 zones in each the Hankabakken II (H2) deposit, and another 3 zones in Sagmo deposit (“SM”). Most of the boundaries of mineralization are extremely sharp, with much lower grades or unsampled core outside of the flagged intersections.
The lithology log data was used to create LeapFrog Geo (version 5.0.3) models of the principal lithologies. Example sections of the RD zone, for the interpreted mineralised zones with respect to local geology, are shown in Figure 14-8 and Figure 14-9.
A summary of all the intersections from the zones is shown in Appendix A.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 61 |
Figure 14-6. RD – Plan of Interpreted Veins

Figure 14-7. 3D View of RD Interpreted Veins, Looking South-West
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 62 |
Figure 14-8. Overall S-N Section Through RD Region
Figure 14-9. S-N Section Through RD Mineralised Zones
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 63 |
Figure 14-10. Plan of H2 Interpreted Zones

Figure 14-11. 3D View of H2 Interpreted Zones, Looking South-West

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 64 |
Figure 14-12. Plan of SM Interpreted Zones
Figure 14-13. WE Long-Section of SM Interpreted Zones
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 65 |
14.3 Exploratory Data Analysis
A statistical summary of the mineralized samples, captured within the interpretation limits of the wireframes, is shown in Table 14-2. Log-probability plots of these captured samples, for each deposit, are shown in Figure 14-14 to Figure 14-15, for Cu and Zn, respectively. Most of these are showing close to log-normal distributions.
Table 14-2. Statistical Summaries – Interpreted Samples
| FIELD | ZONE | NUMBER | MIN | MAX | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 | |
| Cu_pct | 2 | 71 | 0.14 | 16.82 | 1.01 | 1.87 | 1.37 | 135.5 | 0.30 | 0.67 | 3.85 | |
| Cu_pct | 3 | 26 | 0.19 | 4.24 | 0.84 | 0.34 | 0.58 | 69.3 | 0.28 | 0.62 | 1.47 | |
| Cu_pct | 5 | 78 | 0.00 | 3.76 | 0.68 | 0.41 | 0.64 | 93.8 | 0.09 | 0.52 | 1.48 | |
| Cu_pct | 6 | 99 | 0.14 | 11.45 | 2.18 | 4.99 | 2.23 | 102.5 | 0.35 | 1.47 | 4.67 | |
| Cu_pct | 7 | 37 | 0.07 | 17.49 | 1.14 | 2.02 | 1.42 | 125.0 | 0.21 | 0.88 | 4.32 | |
| Cu_pct | 8 | 26 | 0.03 | 15.66 | 1.48 | 4.00 | 2.00 | 135.0 | 0.32 | 0.86 | 5.24 | |
| Cu_pct | 9 | 24 | 0.02 | 5.41 | 1.08 | 1.15 | 1.07 | 98.9 | 0.17 | 0.78 | 3.23 | |
| Cu_pct | 10 | 53 | 0.27 | 14.18 | 2.07 | 3.63 | 1.91 | 92.3 | 0.34 | 1.56 | 5.57 | |
| RD | Cu_pct | All | 414 | 0.00 | 17.49 | 1.56 | 3.36 | 1.83 | 117.2 | 0.27 | 0.86 | 4.18 |
| Zn_pct | 2 | 68 | 0.01 | 1.81 | 0.29 | 0.09 | 0.30 | 103.0 | 0.06 | 0.22 | 0.63 | |
| Zn_pct | 3 | 17 | 0.01 | 2.35 | 0.35 | 0.33 | 0.57 | 166.0 | 0.03 | 0.20 | 1.62 | |
| Zn_pct | 5 | 78 | 0.03 | 2.19 | 0.25 | 0.19 | 0.43 | 173.0 | 0.04 | 0.12 | 0.40 | |
| Zn_pct | 6 | 90 | 0.01 | 2.20 | 0.37 | 0.19 | 0.43 | 115.2 | 0.08 | 0.22 | 1.24 | |
| Zn_pct | 7 | 29 | 0.03 | 1.47 | 0.23 | 0.05 | 0.23 | 100.2 | 0.05 | 0.22 | 0.79 | |
| Zn_pct | 8 | 26 | 0.01 | 2.81 | 0.23 | 0.32 | 0.56 | 244.9 | 0.02 | 0.06 | 0.89 | |
| Zn_pct | 9 | 16 | 0.00 | 5.57 | 0.17 | 0.22 | 0.47 | 272.1 | 0.00 | 0.09 | 1.21 | |
| Zn_pct | 10 | 18 | 0.01 | 2.57 | 0.58 | 0.48 | 0.69 | 120.1 | 0.04 | 0.44 | 1.88 | |
| Zn_pct | All | 342 | 0.00 | 5.57 | 0.32 | 0.20 | 0.45 | 143.6 | 0.04 | 0.18 | 0.95 |
| FIELD | ZONE | NUMBER | MIN | MAX | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 | |
| Cu_pct | 2 | 564 | 0 | 7.75 | 0.88 | 0.60 | 0.77 | 87.6 | 0.27 | 0.65 | 1.88 | |
| Cu_pct | 3 | 212 | 0 | 3.77 | 0.82 | 0.38 | 0.62 | 75.7 | 0.19 | 0.55 | 1.45 | |
| Cu_pct | 5 | 83 | 0.2 | 8.60 | 1.03 | 1.34 | 1.16 | 113.0 | 0.27 | 0.66 | 1.74 | |
| H2 | Cu_pct | All | 859 | 0 | 8.60 | 0.88 | 0.61 | 0.78 | 89.2 | 0.25 | 0.62 | 1.80 |
| Zn_pct | 2 | 111 | 0 | 0.68 | 0.08 | 0.01 | 0.11 | 131.0 | 0.01 | 0.04 | 0.22 | |
| Zn_pct | 3 | 63 | 0 | 7.00 | 0.24 | 1.00 | 1.00 | 414.7 | 0.02 | 0.07 | 0.28 | |
| Zn_pct | 5 | 13 | 0 | 0.36 | 0.12 | 0.01 | 0.09 | 81.5 | 0.04 | 0.10 | 0.31 | |
| Zn_pct | All | 187 | 0 | 7.00 | 0.14 | 0.39 | 0.62 | 432.1 | 0.01 | 0.05 | 0.28 |
| FIELD | ZONE | NUMBER | MIN | MAX | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 | |
| Cu_pct | 2 | 169 | 0.08 | 13.10 | 0.95 | 1.31 | 1.14 | 119.9 | 0.34 | 0.79 | 1.62 | |
| Cu_pct | 3 | 17 | 0.64 | 3.12 | 1.65 | 0.60 | 0.77 | 46.8 | 0.68 | 1.51 | 2.45 | |
| Cu_pct | 5 | 182 | 0.10 | 3.20 | 1.00 | 0.34 | 0.58 | 58.3 | 0.46 | 0.85 | 1.79 | |
| SM | Cu_pct | All | 368 | 0.08 | 13.10 | 1.01 | 0.80 | 0.89 | 88.9 | 0.39 | 0.81 | 1.78 |
| Zn_pct | 2 | 169 | 0.01 | 0.47 | 0.15 | 0.01 | 0.10 | 66.4 | 0.04 | 0.15 | 0.29 | |
| Zn_pct | 3 | 9 | 0.15 | 0.28 | 0.22 | 0.00 | 0.04 | 18.6 | 0.14 | 0.23 | 0.27 | |
| Zn_pct | 5 | 182 | 0.02 | 0.40 | 0.15 | 0.01 | 0.08 | 50.4 | 0.07 | 0.15 | 0.25 | |
| Zn_pct | All | 360 | 0.01 | 0.47 | 0.15 | 0.01 | 0.09 | 57.2 | 0.05 | 0.15 | 0.27 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 66 |
Figure 14-14. Log-Probability Plots of Cu Samples Within Interpreted Zones
Figure 14-15. Log-Probability Plots of Zn Samples Within Interpreted Zones
Point plots of Cu vs Zn assays, on logarithmic scales, are shown in Figure 14-16. These show generally a positive correlation, with higher grades of Cu generally being accompanied by higher grades of Zn, particularly for RD and SM.
Figure 14-16. Point Plots of Cu vs Zn Grades

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 67 |
For each of the drill hole intersections, the true thickness was calculated, based on the average dip and dip direction of each zone. These derived true thickness values are plotted as histograms in Figure 14-17. All these distributions are skewed, with most of the thicknesses being below 5m, also with additional high thickness values. This reflects the sporadic thickening of the zones.
Figure 14-17. Histograms of Vein True Thickness Values

Histograms reflecting the different sample lengths used for each zone are show in Figure 14-18. For SM, fewer samples greater than 3m long were used in SM, with most of the samples being 0.5, 1m or 2m. For RD and H2, most of the samples taken were either 0.5m or 1m. It is evident that in general samples were broken on lithological breaks. Within consistent lithologies, it is not clear how the basic sample length was decided. But it must be remembered that the drill hole database covers a long historic interval of 36 years, which many changes in geological personnel.
Figure 14-18. Sample Length Histograms by Zone
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 68 |
14.4 Compositing
Samples within the interpreted zones were examined for outlier grades, using log-probability plots and decile analyses. This process enabled reasonable outlier levels to be determined, as summarised in Table 14-3. The results were applied as capping levels to the identified zone samples, prior to creating composites. In the case of RD and H2, 5 m downhole composites were created. The composite lengths were slightly variable to be the same lengths across each intersection. This is because parts of these zones are thicker than 5 m, so cross-mineralization composites would not provide enough detail for grade estimation into the mineral resource. For SM, only cross-mineralization composites were created, as the apparent true thickness is seldom above 10m.
Table 14-3. Top-Cut Levels
| REGION | Cu % | Zn % |
| RD | 10 | 2 |
| H2 | 4 | 0.7 |
| SM | 3.5 | - |
After the composites were created, an apparent true thicknesses for mineralization were determined, based on the drill hole orientation and the general orientation of each zone. The zone orientations are summarised in Table 14-4Table 14-5.
Table 14-4. Zone Orientations
| REGION | ZONE | Dip Direction | Dip |
| 2 | 20 | 16 | |
| 3 | 20 | 17 | |
| 5 | 20 | 18 | |
| RD | 6 | 20 | 24 |
| 7 | 20 | 50 | |
| 8 | 20 | 25 | |
| 9 | 20 | 27 | |
| 10 | 10 | 30 | |
| 2 | 353 | 35 | |
| H2 | 3 | 354 | 36 |
| 5 | 348 | 34 | |
| 2 | 276 | 9 | |
| SM | 3 | 291 | 11 |
| 5 | 234 | 4 |
A summary of the compositing parameters is shown in Table 14-5.
Table 14-5. Compositing Parameters
| Minimum | Minmum | |
| REGION | Gap | Composite Length |
| m | m | |
| RD | 0.1 | 5 |
| H2 | 0.1 | 5 |
| SM | 0.1 | Intersection |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 69 |
14.5 Geostatistics
Statistics from the generated composites are shown in Table 14-6 to Table 14-8. Log-probability plots of the composite grades are shown in Figure 14-19 and Figure 14-20. Cu variograms for the RD and H2 composite data are shown in Figure 14-21 and Figure 14-22. The experimental variograms indicate a range of approximately 100m.
Figure 14-19. Log-Probability Plots for Composites - Cu
Figure 14-20. Log-Probability Plots for Composites – Zn
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 70 |
Table 14-6. Statistical Summary– RD Composites
[TRUETHK = True Thickness in m]
| FIELD | ZONE | NUMBER | MIN | MAX | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 |
| Cu_pct | 2 | 17 | 0.31 | 6.82 | 1.10 | 1.60 | 1.26 | 115.33 | 0.39 | 0.74 | 2.77 |
| Cu_pct | 3 | 8 | 0.30 | 1.40 | 0.83 | 0.12 | 0.34 | 41.57 | 0.26 | 0.67 | 1.18 |
| Cu_pct | 5 | 5 | 0.42 | 1.05 | 0.68 | 0.06 | 0.23 | 34.38 | 0.36 | 0.71 | 1.00 |
| Cu_pct | 6 | 23 | 0.41 | 8.00 | 1.84 | 1.07 | 1.03 | 56.12 | 0.47 | 1.95 | 3.50 |
| Cu_pct | 7 | 9 | 0.39 | 3.09 | 1.03 | 0.42 | 0.65 | 63.32 | 0.35 | 1.96 | 2.26 |
| Cu_pct | 8 | 8 | 0.36 | 5.26 | 1.19 | 0.98 | 0.99 | 82.95 | 0.31 | 1.95 | 4.50 |
| Cu_pct | 9 | 11 | 0.37 | 5.10 | 1.02 | 1.08 | 1.04 | 101.89 | 0.38 | 0.73 | 3.19 |
| Cu_pct | 10 | 8 | 0.32 | 5.12 | 2.12 | 1.95 | 1.40 | 65.87 | 0.32 | 1.56 | 4.81 |
| Cu_pct | All | 89 | 0.30 | 8.00 | 1.14 | 1.03 | 1.02 | 89.02 | 0.42 | 1.16 | 3.59 |
| Zn_pct | 2 | 16 | 0.01 | 1.42 | 0.30 | 0.06 | 0.24 | 78.61 | 0.02 | 0.23 | 0.71 |
| Zn_pct | 3 | 6 | 0.01 | 1.54 | 0.29 | 0.18 | 0.43 | 149.72 | - | 0.17 | 0.73 |
| Zn_pct | 5 | 4 | 0.03 | 0.64 | 0.25 | 0.05 | 0.23 | 90.42 | 0.01 | 0.10 | 0.44 |
| Zn_pct | 6 | 20 | 0.01 | 1.51 | 0.27 | 0.04 | 0.21 | 77.24 | 0.02 | 0.28 | 0.75 |
| Zn_pct | 7 | 5 | 0.09 | 0.72 | 0.21 | 0.02 | 0.15 | 74.06 | 0.03 | 0.38 | 0.55 |
| Zn_pct | 8 | 8 | 0.02 | 2.81 | 0.15 | 0.17 | 0.42 | 271.89 | 0.02 | 0.22 | 0.95 |
| Zn_pct | 9 | 7 | 0.00 | 1.03 | 0.18 | 0.11 | 0.33 | 190.33 | 0.00 | 0.06 | 0.96 |
| Zn_pct | 10 | 4 | 0.01 | 1.07 | 0.53 | 0.12 | 0.35 | 65.49 | - | 0.50 | 0.92 |
| Zn_pct | All | 70 | 0.00 | 2.81 | 0.26 | 0.09 | 0.29 | 113.16 | 0.02 | 0.22 | 0.92 |
| TRUETHK | 2 | 17 | 0.96 | 14.58 | 5.85 | 17.52 | 4.19 | 71.51 | 0.97 | 3.92 | 11.13 |
| TRUETHK | 3 | 8 | 0.95 | 9.39 | 5.38 | 9.55 | 3.09 | 57.48 | 0.77 | 5.27 | 8.79 |
| TRUETHK | 5 | 5 | 1.76 | 47.12 | 15.43 | 289.48 | 17.01 | 110.25 | 0.71 | 5.10 | 33.23 |
| TRUETHK | 6 | 23 | 0.15 | 9.67 | 3.10 | 4.19 | 2.05 | 66.06 | 0.40 | 2.95 | 5.21 |
| TRUETHK | 7 | 9 | 0.02 | 7.23 | 2.37 | 7.35 | 2.71 | 114.19 | 0.02 | 1.08 | 6.97 |
| TRUETHK | 8 | 8 | 0.71 | 18.67 | 5.08 | 42.68 | 6.53 | 128.56 | 0.69 | 1.31 | 14.55 |
| TRUETHK | 9 | 11 | 0.33 | 6.04 | 2.33 | 3.22 | 1.79 | 76.90 | 0.36 | 1.48 | 5.20 |
| TRUETHK | 10 | 8 | 0.10 | 3.18 | 0.87 | 1.07 | 1.04 | 119.24 | 0.10 | 0.22 | 1.92 |
| TRUETHK | All | 89 | 0.02 | 47.12 | 4.33 | 36.49 | 6.04 | 139.43 | 0.26 | 2.95 | 9.62 |
Table 14-7. Statistical Summary– H2 Composites
| FIELD | ZONE | NUMBER | MINIMUM | MAXIMUM | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 |
| Cu_pct | 2 | 119 | 0.31 | 4.00 | 0.91 | 0.19 | 0.44 | 48.6 | 0.39 | 0.76 | 1.47 |
| Cu_pct | 3 | 54 | 0.31 | 2.70 | 0.87 | 0.25 | 0.50 | 57.5 | 0.39 | 0.80 | 1.60 |
| Cu_pct | 5 | 12 | 0.31 | 1.74 | 0.93 | 0.18 | 0.43 | 45.8 | 0.34 | 0.99 | 1.22 |
| Cu_pct | All | 185 | 0.31 | 4.00 | 0.90 | 0.21 | 0.45 | 50.2 | 0.39 | 0.77 | 1.57 |
| Zn_pct | 2 | 34 | 0.00 | 0.36 | 0.07 | 0.003 | 0.05 | 73.8 | 0.01 | 0.06 | 0.16 |
| Zn_pct | 3 | 15 | 0.01 | 0.41 | 0.13 | 0.010 | 0.10 | 78.5 | 0.02 | 0.12 | 0.31 |
| Zn_pct | 5 | 4 | 0.05 | 0.30 | 0.09 | 0.002 | 0.05 | 53.2 | 0.03 | 0.12 | 0.23 |
| Zn_pct | All | 53 | 0.00 | 0.41 | 0.09 | 0.006 | 0.07 | 82.0 | 0.01 | 0.08 | 0.24 |
| TRUETHK | 2 | 119 | 0.02 | 17.7 | 4.3 | 13.3 | 3.6 | 84.0 | 0.4 | 3.5 | 9.0 |
| TRUETHK | 3 | 55 | 0.46 | 15.5 | 3.1 | 11.4 | 3.4 | 107.3 | 0.5 | 2.0 | 8.4 |
| TRUETHK | 5 | 12 | 0.72 | 20.0 | 7.9 | 40.9 | 6.4 | 81.3 | 0.7 | 7.8 | 15.1 |
| TRUETHK | All | 186 | 0.02 | 20.0 | 4.2 | 15.7 | 4.0 | 94.1 | 0.6 | 2.3 | 9.7 |
Table 14-8. Statistical Summary– SM Composites
| FIELD | ZONE | NUMBER | MIN | MAX | MEAN | VARIANCE | STANDDEV | COVARTN% | PCTL10 | PCTL50 | PCTL90 |
| Cu_pct | 2 | 42 | 0.31 | 1.62 | 0.92 | 0.17 | 0.41 | 44.94 | 0.41 | 0.79 | 1.32 |
| Cu_pct | 3 | 3 | 1.60 | 1.72 | 1.66 | 0.00 | 0.04 | 2.67 | 1.54 | 1.69 | 1.71 |
| Cu_pct | 5 | 32 | 0.34 | 1.81 | 0.99 | 0.08 | 0.29 | 29.13 | 0.48 | 0.93 | 1.31 |
| Cu_pct | All | 77 | 0.31 | 1.81 | 1.00 | 0.15 | 0.38 | 38.30 | 0.46 | 0.90 | 1.44 |
| Zn_pct | 2 | 42 | 0.01 | 0.39 | 0.15 | 0.01 | 0.08 | 55.65 | 0.03 | 0.12 | 0.25 |
| Zn_pct | 3 | 2 | 0.22 | 0.23 | 0.22 | 0.00 | 0.00 | 0.56 | 0.22 | 0.23 | 0.23 |
| Zn_pct | 5 | 32 | 0.03 | 0.28 | 0.15 | 0.00 | 0.05 | 33.57 | 0.09 | 0.15 | 0.23 |
| Zn_pct | All | 76 | 0.01 | 0.39 | 0.16 | 0.00 | 0.07 | 44.34 | 0.04 | 0.15 | 0.24 |
| TRUETHK | 2 | 42 | 0.00 | 15.84 | 2.65 | 10.08 | 3.17 | 119.99 | 0.15 | 1.31 | 6.43 |
| TRUETHK | 3 | 3 | 1.75 | 9.43 | 5.71 | 9.86 | 3.14 | 54.95 | 5.97 | 8.39 | |
| TRUETHK | 5 | 32 | 0.30 | 13.55 | 4.03 | 11.73 | 3.43 | 85.04 | 0.97 | 2.31 | 8.44 |
| TRUETHK | All | 77 | 0.00 | 15.84 | 3.34 | 11.44 | 3.38 | 101.26 | 0.31 | 1.80 | 7.96 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 71 |
Figure 14-21. RD – Cu Experimental Isotropic Variograms

Figure 14-22. H2 - Cu Experimental Isotropic Variograms

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 72 |
14.7 Volumetric Modelling
Separate volumetric block models were set up for each of the SD, H2 and RD deposits using the following procedure:
| 1. | DTM Creation. A DTM was generated, based on the centre of each intersection. Some additional control strings were used to limit define the extent of each DTM. |
| 2. | Prototype. A model prototype was set up, using 10m x 10m blocks laterally, and columnar (variable height blocks in the Z direction) for SM and 5m high parent blocks for RD and H2. |
| 3. | Initial Zone Modelling. Based on the DTMs, zone blocks were generated with an artificially set 2m sub-cell height. |
| 4. | Thickness Estimation. Composite apparent true thickness values were estimated into zone sub-blocks, using inverse-distance weighting. The sub-cell heights were then set to the estimated thickness values. |
A summary of the model prototypes is shown in Table 14-9, which are depicted in plan in Figure 14-23. Prior to estimation, blocks were split vertically into 5m high sub-cells.
Table 14-9. Summary of Model Prototypes
| RD | Minumum | Maximum | Size | Number | Extent | |
| X | 543,500 | 547,000 | 5 | 700 | 3,500 | |
| Y | 7,448,100 | 7,450,000 | 5 | 380 | 1,900 | |
| Z | - | 500 | 350 | 850 | 1 | 850 |
| H2 | Minumum | Maximum | Size | Number | Extent | |
| X | 547,120 | 549,100 | 5 | 396 | 1,980 | |
| Y | 7,447,060 | 7,448,600 | 5 | 308 | 1,540 | |
| Z | - | 400 | 600 | 1,000 | 1 | 1,000 |
| SM | Minumum | Maximum | Size | Number | Extent | |
| X | 542,000 | 543,000 | 10 | 100 | 1,000 | |
| Y | 7,444,800 | 7,445,900 | 10 | 110 | 1,100 | |
| Z | 250 | 450 | 200 | 1 | 200 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 73 |
Figure 14-23. Plan of Model Prototypes
[Blue = Drill holes in current database; Green = 10m surface contours]

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 74 |
14.8 Grade Estimation
Cu and Zn grade values were estimated into the zone sub-blocks, using inverse-distance weighting. Alternative values were also estimated using nearest-neighbour estimation, for validation purposes. The estimation parameters applied are summarised in Table 14-10.
Table 14-10. Grade Estimation Parameters
| Distances (m): | ||||||||
| Max. Minimum | ||||||||
| Field | Search | Along- | Down- | Cross- | Minimum | Maximum | Comps Per | No. of |
| Volume | Strike | Dip | Strike | Composites | Composites | Drillhole | Drillholes | |
| 1 | 50 | 50 | 10 | 3 | 15 | 2 | 2 | |
| Cu/Zn | 2 | 100 | 100 | 20 | 3 | 15 | 2 | 2 |
| 3 | 200 | 200 | 40 | 1 | 7 | 2 | 1 | |
Notes
. Main grades estimated using ID^2
. Grades also estimated NN, for validation purposes
. Density value 3t/m3 assumed
. Blocks for estimation in RD and H2 sized 10m x 10m x 5m
. Blocks for estimation in SM sized 10m x 10m x Columnar
A global density of 3t/m3 was assumed, as discussed in Section 12.6. Example cross-sections of the estimated grade models are shown in Figure 14-24 to Figure 14-26. A complete set of grade sections for RD, SM and H2 deposits are shown in Appendices B, C and D respectively.
Figure 14-24. Example Cross-Section – RD

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 75 |
Figure 14-25. Example Cross-Section – H2

Figure 14-26. Example Cross-Section – SM

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 76 |
14.9 Resource Classification
Definitions for resource categories used in this report are consistent with CIM (2014) definitions incorporated by reference into NI 43-101. In the CIM classification, a Mineral Resource is defined as “a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity, and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are classified into Measured, Indicated, and Inferred categories. A Mineral Reserve is defined as the “economically mineable part of a Measured and/or Indicated Mineral Resource” demonstrated by studies at pre-feasibility or feasibility level as appropriate. Mineral Reserves are classified into Proven and Probable categories.
All mineral resources estimated in this study have been classified as Inferred category. The rationale for this decision includes the following:
| · | A complete lack of QAQC samples in the available data sets. However, it is believed prior operators conducted their work in accordance with the best practices of the period. This is supported by the continued existence of core and related inventory data at Lokken. |
| · | Extremely limited density data sets available. |
| · | Limited underground geological mapping information. |
| · | Dependence on some drill holes with very poor intersection angles. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 77 |
14.10 Model Validation
For the mineral resource estimation, model validation included the following steps:
14.10.1 Cross-Sections
Cross-sections were prepared for each deposit and for each of their respective zones, then compared with the downhole composite data. These sections are shown in Appendix B, C and D.
14.10.2 Global Comparison of Grades
The overall average sample and composite metal grades were compared with global average grades from each block model, as interpolated by inverse-distance weighting and nearest neighbour. These results are summarised below in Table 14-11, showing reasonably good correspondence.
Table 14-11. Global Comparison of Average Grades
| FIELD | ZONE | Samples Composites | Model ID | Model NN | |
| Cu_pct | 2 | 0.88 | 0.91 | 0.78 | 0.74 |
| Cu_pct | 3 | 0.82 | 0.87 | 0.80 | 0.76 |
| Cu_pct | 5 | 1.03 | 0.93 | 0.97 | 0.94 |
| Zn_pct | 2 | 0.08 | 0.07 | 0.07 | 0.07 |
| Zn_pct | 3 | 0.24 | 0.13 | 0.13 | 0.15 |
| Zn_pct | 5 | 0.12 | 0.09 | 0.12 | 0.13 |
14.10.3 Local Comparison of Grades
Average grades along vertical columnar (50 m thick) block model slices were determined, derived from the inverse-distance and nearest neighbour grades. These were shown, along with the average composites’ grades and total tonnages on the same slices, in comparative swath plots for Cu, as shown in Figure 14-27. These graphs show that the average block model grades compare reasonably well with the corresponding average composite grades.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 78 |
Figure 14-27. Swath Plots – Cu

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 79 |
14.11 Resource Evaluation
For reporting purposes for a mineral resource estimate connected with a potential future underground mining operation, to comply with ‘reasonable prospects of eventual economic extraction’ guidelines, the following steps were completed:
| 1) | Cut-Off. An economic cut-off grade was determined, applicable to underground mining at Sulitjelma deposit, as summarised in Table 14-13. This also shows the parameters used to determine a copper-equivalent (Cu_Eq) grade values, derived from both Cu and Zn. The assumed recovery values come from the 2020 testwork. The Cu_Eq parameters stem from price, recovery and payability values. The cut-off applied for resource evaluation was 0.6% CuEq. |
| 2) | Constraining Volumes. A mineable shape optimisation (“MSO”) was run (Datamine process MSO), to generate reasonably practical constraining wireframe volumes for a mineral resource estimate. The parameters used in this optimisation are summarised in Table 14-12 This applied selectivity means that a small amount of sub-0.6%Cu_Eq material is taken within the estimation process (‘must-take’) and some +0.6%Cu_Eq material is excluded. |
| 3) | Evaluation. The estimation of Inferred mineral resources was broken down by zone and deposit, and they are summarised in Table 14-18, showing grades of Cu and Zn, as well as average apparent true thickness values. Grade-tonnage tables of the different regions, as well as overall, are shown in Table 14-14 to Table 14-17. |
Table 14-12. MSO Parameters
| Factor | Unit | Value |
| Cut-Off | %Cu_Eq | 0.6 |
| Minimum height | m | 2.2 |
| Minimum length along strike | m | 10 |
| Minimum length down-dip | m | 10 |
| Minimum waste pillar thickness | m | 7 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 80 |
Table 14-13. Cut-Off Grade and Cu_Eq Parameters
| Values | ||
| Cu Metal Price | 4.2 | $/lb |
| 9,259 | $/t | |
| Cu Processing | ||
| Processing Recovery | 92.0% | |
| Concentrate Grade | 29.5% | % Cu |
| Assumed Feed Grade | 0.83% | % Cu |
| Cu Smelter Terms | ||
| TC/RC | 65 | $/t conc |
| 220 | $/t Cu product | |
| Freight Charge | 70 | $/t conc |
| 2 37 | $/t Cu product | |
| Payability | 96.5% | |
| Operating Costs | ||
| Mining | 35 | $/t |
| G&A + infra + closure + royalty | 5 | $/t |
| Processing | 10 | $/t |
| Total = mining, G&A, processing | 50 | |
| Breakeven Cu Cut-Off | 0.6% | %Cu |
| Zn Contribution to Cu_Equivalent | ||
| Zn metal price | 1.25 | $/lb |
| 2,756 | $/t | |
| Zn processing recovery | 57% | |
| Zn Concentrate Grade | 51% | %Zn |
| Zn payability | 86% | |
| CuEq Coefficient | 0.16 | %CuEq/%Zn |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 81 |
Table 14-14. Grade-Tonnage Table – RD Region, Inferred Resources Only

Table 14-15. Grade-Tonnage Table – H2 Region, Inferred Resources Only

Table 14-16. Grade-Tonnage Table – SM Region, Inferred Resources Only

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 82 |
Table 14-17. Grade-Tonnage Table – RD, H2 and SM Regions, Inferred Resources Only

Table 14-18. Constrained Mineral Resource Estimate Statement
Effective Date: 20th February 2025
| Inferred Resources By Zone | Sub-Totals | |||||||||
| Region | Zone | Tonnes | Cu | Zn | Cu_Eq | Thickness | Tonnes | Cu | Zn | Cu_Eq |
| Kt | % | % | % | m | Kt | % | % | % | ||
| 2 | 4,188 | 1.45 | 0.35 | 1.50 | 5.2 | |||||
| Rupsi | 3 | 1,499 | 0.95 | 0.19 | 0.98 | 5.5 | ||||
| 5 | 2,188 | 0.82 | 0.37 | 0.88 | 15.7 | 7,874 | 1.18 | 0.33 | 1.23 | |
| 6 | 410 | 1.40 | 0.24 | 1.43 | 3.6 | |||||
| 7 | 126 | 0.77 | 0.15 | 0.79 | 2.4 | |||||
| Dypet | 8 | 484 | 0.89 | 0.11 | 0.91 | 6.8 | ||||
| 9 | 163 | 2.01 | 0.25 | 2.05 | 2.5 | |||||
| 10 | 201 | 1.39 | 0.36 | 1.45 | 2.9 | 1,384 | 1.23 | 0.20 | 1.27 | |
| 2 | 3,031 | 0.88 | 0.07 | 0.89 | 4.2 | |||||
| Hankabakken II | 3 | 1,471 | 0.86 | 0.05 | 0.86 | 3.1 | ||||
| 5 | 453 | 1.00 | 0.02 | 1.00 | 9.1 | 4,955 | 0.88 | 0.06 | 0.89 | |
| 2 | 455 | 1.15 | 0.19 | 1.18 | 3.6 | |||||
| Sagmo | 3 | 193 | 1.56 | 0.14 | 1.58 | 6.4 | ||||
| 5 | 2,205 | 0.89 | 0.15 | 0.91 | 4.1 | 2,853 | 0.98 | 0.16 | 1.00 | |
| Total | 17,066 | 1.06 | 0.21 | 1.10 | 6.1 | |||||
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorised Inferred; no Measured or Indicated resources. |
| 3. | Thickness reported above shows the average Apparent True Thickness values. |
| 4. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 5. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% Cu_Eq, related to potential underground mining. |
| 6. | Assumed parameters for the cut-off grade and Cu-equivalent (Cu_Eq) calculations included: |
| Prices: | USD 4.20/lb Cu, USD 1.25/lb Zn | |
| Processing recoveries: | 92% Cu, 57% Zn | |
| Payabilities: | 96.5% Cu, 86% Zn |
| 7. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 8. | A global density value of 3 t/m3 was assumed. |
| 9. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 10. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 83 |
15 MINERAL RESERVE ESTIMATES
Not applicable
16 MINING METHODS
Not applicable
17 RECOVERY METHODS
Not applicable
18 PROJECT INFRASTRUCTURE
Not applicable
19 MARKET STUDIES AND CONTRACTS
Not applicable
20 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL IMPACT
Not applicable
21 CAPITAL AND OPERATING COSTS
Not applicable
22 ECONOMIC ANALYSIS
Not applicable
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 84 |
23 ADJACENT PROPERTIES
There are two other Exploration companies with exploration licenses in or close to Sulitjelma:
Sulis Green Future has exploration licenses immediately to the north of NSG’s licenses (Figure 23-1).
VMS Exploration have exploration licenses to the north as well as overlying NSG’s licenses. They do not have any Mining licenses in the Sulitjelma area (Figure 23-2).
This information is publicly disclosed and the source of this information is from the Norwegian Mapping Authorities web site (Kartverket).
The Author has not visited these other properties and is therefore unable to verify information pertaining to the presence of mineralization on the adjacent properties. These properties are not necessarily indicative of the mineralization associated with the Sulitjelma project that is the subject of this report. The information provided in this section is simply intended to provide examples of other properties that exist in the region. The Author is not aware of any historical estimates of mineral resources or mineral reserves relating to these adjacent properties.
Figure 23-1. Plan of Sulis Green Future License Areas
[Sulis Green Future licenses in Blue; Sulitjelma licenses in Black]
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 85 |
Figure 23-2. Plan of VMS Exploration License Areas
[VMS Exploration licenses in Blue; Sulitjelma licenses in Black]

| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 86 |
24 OTHER RELEVANT INFORMATION
Not applicable.
25 INTERPRETATION AND CONCLUSIONS
25.1 Risks and Uncertainties
There are several risks and uncertainties associated with the Sulitjelma project that should be considered; however, there are also several generic risks that are associated with nearly all exploration and mining project, including but not limited to the following:
| · | Sensitivity of the mineral resource to metal pricing |
| · | Supply chain cost escalation for contractors and service providers |
| · | Possible exploration permitting difficulties, related costs, and resulting delays |
The project specific risks and uncertainties that the Author has identified are discussed in this section of the report.
25.1.1 Drill holes
There are some errors associated with elevation of surface drill hole collars. These errors can be mitigated with check measurements of surface drill hole collars using a differential GPS. It would also be recommended to have a LiDAR survey flown over the Sulitjelma Project area for cross checking with the differential GPS survey. Similarly, if and where possible, check surveys should also be made of available underground drill hole collars.
25.1.2 Density Measurements.
There is a considerable lack of available density data for samples collected from drill core associated with any of the deposits. This lack of density data creates a corresponding risk with respect to the tonnage estimation. The risk can be mitigated in the future by collecting more density measurements of available drill core, as well as proactively taking density measurements from drill core during any new diamond drilling.
25.1.3 Historic QA/QC Procedures.
There is almost no information available on historical QAQC. To help mitigate the risks associated with use of the historical drill hole data, a twin drilling program would be required. A full QAQC program would need to be followed for the sampling associated with such updated drilling. The twin holes need to duplicate a small proportion of the original drill holes for each deposit or at least end up with new mineralised intersections that are similar to the original, historical intersections. Statistical results between the twinned drill holes would need to demonstrate a good correspondence between the current and historical assay data.
Without such a verification exercise, it is unlikely that the historical drilling data would be acceptable to use for the categorisation of Indicated resources.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 87 |
25.1.4 Mined-Out Areas
The extent of historic mined-out areas has been taken from old plans but should be validated. There is a risk that inaccuracies of this data of the historical mined-out areas could affect the estimation of currently available resources. This risk could be mitigated by updated volumetric surveys of mined out areas. Although access might be difficult in some areas, modern survey equipment, including the use of drones, could help with this analysis.
25.2 Results and Interpretations
There are several opportunities to improve the current results, that should be investigated further as part of the ongoing development of the Sulitjelma project.
Most of the regions evaluated in this study have some parts which are relatively densely sampled, in areas in or close to the old underground workings. Going down-dip, the drill hole spacings are generally much wider, with more reliance on much longer underground drill holes, often with very poor intersection angles, or on relatively few surface drill holes.
Further drilling campaigns could therefore have a significant effect on the development of the project, in terms of:
| · | The use of twin holes to help verify all or part of the historical drilling data. |
| · | Increased Inferred resource quantities with more closely spaced drilling down-dip and along-strike, as well as extension of the mineralised resources. |
| · | Estimation of some Indicated resources with even more closely spaced drilling. To achieve Indicated resource categorisation using any of the historical drill hole data, the results from twin drilling would have to help verify the use of all or part of the historical drill hole database. |
Additional drilling should be designed to enable a significant proportion of the deposit to be reclassified into a higher category of confidence, such as Indicated category, as well as provide a more accurate interpretation of geology and mineralised zones. Stakeholders should be cautioned that additional drilling is not a guarantee for upgrading the confidence of an existing resource category.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 88 |
25.3 Conclusions
The updated mineral resource estimate with an effective date of February 20th, 2025, has these conclusions from the Author and are as follows:
| · | The geological setting and character of the massive and semi-massive sulphide mineralisation, hosted within a chlorite-biotite breccia, as well as the Cu and Zn production history, are of sufficient merit to justify additional exploration expenditures. |
| · | Most historic drill holes in the current database related to the mineral resources at Sulitjelma are located in 3 different regions, totalling 601 core drill holes a total meterage of 78,144 metres. The regions being evaluated are on the periphery of older mined-out areas. |
| · | Historic drilling has identified strata-bound zones that are generally extensions of previously mined areas above, are well mineralized and remain open to depth. |
| · | The Author has reviewed the available sample data, and although the there is a lack of QAQC information available, the Author is of the opinion that the database for the mineral resource is of sufficient quality to estimate mineral resources for an Inferred category. |
| · | Mineral resources were estimated using a 0.6% copper-equivalent cut-off value for potential underground extraction. This cut-off level would also need to be studied further in the future. |
| · | The mineral resource estimate for the Sulitjelma deposit is presented in Table 25.1 below. There is general support for the project, at the current stage of mineral resource development, from the affected communities in the area, as those communities will benefit from local employment. There is a good dialogue with people from the local reindeer district. |
Table 25.1. Mineral Resource Estimate Summary for the Sulitjelma deposit
Effective Date: 20th February 2025
| Inferred Resources | ||||
| Region | Tonnes | Cu | Zn | Cu_Eq |
| Kt | % | % | % | |
| Rupsi/ Dypet | 9,258 | 1.19 | 0.31 | 1.24 |
| Hankabakken II | 4,955 | 0.88 | 0.06 | 0.89 |
| Sagmo | 2,853 | 0.98 | 0.16 | 1.00 |
| Total | 17,066 | 1.06 | 0.21 | 1.10 |
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorised Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.6% Cu_Eq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and Cu-equivalent (Cu_Eq) calculations included: |
| Prices: | USD 4.20/lb Cu, USD 1.25/lb Zn | |
| Processing recoveries: | 92% Cu, 57% Zn | |
| Payabilities: | 96.5% Cu, 86% Zn |
| 6. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 7. | A global density value of 3 t/m3 was assumed. |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 89 |
26 RECOMMENDATIONS
26.1 Sample Preparation, Analyses, and Security
| · | QAQC Program. Develop rigorous quality control and quality assurance (“QAQC”) policy for standards, blanks and duplicate samples for all on-going drilling and sampling work that meets or exceeds all industry best practice standards. |
| · | CRMs. The QAQC program will also need to include the selection of certified reference material (“CRM”) that are sourced from a similar deposit type and possess metal values close to the typical grades of the Sulitjelma Project for copper and zinc. It is noted that when both gold and silver are better characterized, it might be needed to adjust the CRMs to accommodate the precious metal content. |
| · | Laboratories. As well as using an ISO certified primary laboratory, the QAQC program will also require an umpire or secondary independent laboratory, which should also be ISO certified. A percentage of the new samples should be emitted using select analysis methodologies that are like the primary laboratory. This comparison will provide assurances that any variation of metal grades seen in the analytical certificates are valid and respected. |
| · | Core Shack. A secure premises will be required for drill core logging that can also provide storage for the drill core and all returned pulps and reject materials from the analytical facilities. |
| · | Density Measurement. Equipment needs to be put into place and procedures established for density measurement from the drill core of any new work program, as well as collect check density measurements from historical core at Lokken. |
| · | Point Load Testing (“PLT”). To enhance any geomechanical measurements, a PLT needs to be acquired and used in the core shack on drill core from any new work program. These measurements compliment the collection of RQD and RMR during the core logging process, and can be used by engineers in the future for helping refine the ground support requirements. |
26.2 Data Verification
| · | Relogging of Drill Core. A relogging program should be completed of Sulitjelma Project historical drill core stored at Lokken. This work would be more extensive than any previous relogging exercise; noting that relogging will be difficult, as much of the core is extremely dirty. If possible, some check sampling should also be completed while relogging is ongoing, although in most cases there is little, or no drill core left in the core boxes from the originally sampled intersections. As well, additional sampling of previously unsampled drill core should be done, noting that at current cut-off levels for the mineral resource estimate, there are potentially extended or new mineralised intersections that could warrant follow-up. |
| · | Drilling Database. The current database needs to be enhanced so that YEAR identification data is recorded for each drill hole. This is very important, as in on-going verification and estimation work, it may be necessary to filter the historic data with relation to the date of age of the data available. |
| · | Twin Drilling. A twin drilling program should be completed during the next work program, to help verify all or part of the historical drilling data for each deposit. NSG have already planned the extension of an existing underground adit, the Rupsi tunnel, for the purpose of providing drilling access. A suggested starting proportion of twinning could be 5%, with respect to historic drill holes for each deposit. When the assay results are returned from the laboratory and analysed, it can be determined if and where further twin drilling would be required. |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 90 |
| · | Drill Hole Collars. During summer, historic surface drill hole collars should be found and resurveyed, where possible. Depending on the extent of underground access, the location and resurveying of underground drill hole collars should also be attempted. |
| · | Mined-Out Extents. Again, depending on underground access, surveys should be made of mined-out areas adjacent to the evaluated resources. Modern equipment, including the use of drones, could help with this check survey process. |
| · | Metallurgical Program. A full metallurgical audit should be undertaken regarding the production recoveries and any reports on file. Once there is new material available from drilling that is representative of the deposits, a new metallurgical program should be planned to encompass flotation test work, variability analysis, and lock cycle testing to ensure process design in the plant is setup for maximizing metal recovery. |
26.3 Exploration Program and Budget
For further development of the project, the Author recommends the exploration program already outlined by NSG. This work covers extension of the existing Rupsi tunnel by 1,000 m, and then using of this new tunnel to complete approximately 10,000 m of diamond drilling from underground. The intent of the drilling is to potentially upgrade confidence for the resources in the Rupsi deposit from Inferred category to Indicated category and allow some geomechanical modelling.
A summary breakdown of this work program is presented below, along with associated estimated costs expected to total approximately 4.6 M USD (Table 26-1).
Table 26-1. Proposed Budget
| Work Planned | Cost |
| M USD | |
| Extension of Rupsi Tunnel (1 km) | 3.4 |
| Diamond drilling (~10,000 m) | 1.2 |
| Total | 4.6 |
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | 91 |
27 REFERENCES
Cook, Halls and Kaspersen, 1990. The Geology of the Sulitjelma Ore Field, Northern Norway-- Some New Interpretations. Economic Geology, Vol 85, pp 1720-1737.
Drake Resources, 2015. Quarterly Activities Report, September 2015.
Geis, H, 1978. Structural Control of Stratiform Sulfide Deposits, with A New Example from Sulitjelma. Economic Geology, Vol 73, pp. 1161-1177.
Nordrum, F.S., 1999. Minerals from the Sulitjelma Copper Mines, North Norway.
Outotec, 2013. Preliminary Feasibility Study, Nye Sulitjelma AS.
Promin, 2021. Lokken Fieldwork Report – Relogging of Old Drill Cores.
Sarb Consulting, 2020. Environmental Geochemical Assessment of Tailings Disposal in Langvatnet, Nye Sulitjelma Mines.
SGS Canada, 2020. An Investigation into The Flotation of Sample from Sulitjelma Mine. Report prepared for Sarb Consulting.
Wilson, M.R.. 1973. The Geological Setting of the Sulitjelma Ore Bodies, Central Norwegian Caledonides. Economic Geology, Vol 68, pp. 307-316.
| Adam Wheeler | 20th May 2025 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | February 2025 |
Appendix A
Summary of Drill Hole Intersections
February 2025
| Appendix A – Summary of Intersections | Technical Report on the Mineral Resources of the Sulitjelma Project | |||
| February 2025 |
Intersections – Rupsi/Dypet
[TRUETHK = True Thickness in metres]
| BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | |||||||||||||||||||||||||||||
| 1 | 399.2 | 402.2 | 3.0 | 2.9 | 4.42 | 0.25 | 2 | 140 | 635.0 | 656.0 | 21.0 | 18.7 | 0.93 | 0.04 | 8 | |||||||||||||||||||||||||||||
| 1 | 485.2 | 495.0 | 9.8 | 9.4 | 1.40 | 0.20 | 3 | 141 | 516.0 | 519.2 | 3.2 | 3.0 | 0.64 | 0.05 | 6 | |||||||||||||||||||||||||||||
| 3 | 413.0 | 414.0 | 1.0 | 1.0 | 0.70 | 0.17 | 2 | 141 | 540.8 | 551.2 | 10.4 | 6.9 | 0.39 | 0.09 | 7 | |||||||||||||||||||||||||||||
| 3 | 439.0 | 445.9 | 6.9 | 6.7 | 0.77 | 0.01 | 3 | 141 | 562.0 | 568.0 | 6.0 | 5.4 | 0.37 | 0.00 | 9 | |||||||||||||||||||||||||||||
| 3 | 452.0 | 456.0 | 4.0 | 3.8 | 0.94 | 0.07 | 5 | 155 | 16.1 | 24.4 | 8.4 | 4.8 | 3.06 | 0.42 | 6 | |||||||||||||||||||||||||||||
| 4 | 547.5 | 559.0 | 11.6 | 11.4 | 1.23 | 0.23 | 2 | 156 | 28.3 | 36.4 | 8.1 | 2.8 | 2.10 | 0.48 | 6 | |||||||||||||||||||||||||||||
| 5 | 536.0 | 539.0 | 3.0 | 3.0 | 0.94 | 0.02 | 2 | 158 | 94.6 | 111.1 | 16.6 | 2.1 | 3.45 | 0.65 | 6 | |||||||||||||||||||||||||||||
| 6 | 576.4 | 579.9 | 3.4 | 3.1 | 1.18 | 0.51 | 2 | 159 | 38.0 | 48.3 | 10.3 | 0.2 | 8.00 | 1.51 | 6 | |||||||||||||||||||||||||||||
| 8 | 625.0 | 628.6 | 3.6 | 3.2 | 6.82 | 0.65 | 2 | 162 | 71.3 | 80.4 | 9.2 | 2.3 | 1.16 | 0.13 | 9 | |||||||||||||||||||||||||||||
| 8 | 676.0 | 681.8 | 5.8 | 5.1 | 0.42 | 0.03 | 5 | 167 | 34.2 | 40.4 | 6.2 | 1.5 | 2.39 | 0.75 | 6 | |||||||||||||||||||||||||||||
| 9 | 380.5 | 381.5 | 1.0 | 1.0 | 2.06 | 1.42 | 2 | 168 | 32.4 | 42.0 | 9.6 | 3.0 | 4.23 | 0.44 | 6 | |||||||||||||||||||||||||||||
| 10 | 692.7 | 704.0 | 11.3 | 11.0 | 0.71 | 0.64 | 2 | 168 | 149.4 | 151.5 | 2.1 | 0.8 | 5.26 | 2.81 | 8 | |||||||||||||||||||||||||||||
| 10 | 712.0 | 716.0 | 4.0 | 3.9 | 0.68 | 1.54 | 3 | 169 | 87.0 | 123.7 | 36.7 | 9.7 | 1.81 | 0.14 | 6 | |||||||||||||||||||||||||||||
| 10 | 721.0 | 741.0 | 20.0 | 19.3 | 1.05 | 0.64 | 5 | 169 | 221.3 | 230.0 | 8.8 | 3.3 | 2.82 | 0.49 | 8 | |||||||||||||||||||||||||||||
| 11 | 785.0 | 786.0 | 1.0 | 1.0 | 0.31 | 0.01 | 2 | 170 | 29.0 | 39.5 | 10.5 | 3.7 | 2.55 | 0.29 | 6 | |||||||||||||||||||||||||||||
| 12 | 725.0 | 735.0 | 10.0 | 9.5 | 0.42 | 0.08 | 2 | 176 | 62.6 | 65.4 | 2.8 | 1.4 | 2.04 | 0.49 | 8 | |||||||||||||||||||||||||||||
| 12 | 740.0 | 741.0 | 1.0 | 0.9 | 0.30 | 0.07 | 3 | 187 | 34.0 | 38.0 | 4.0 | 2.2 | 1.38 | 0.28 | 6 | |||||||||||||||||||||||||||||
| 12 | 752.0 | 802.0 | 50.0 | 47.1 | 0.54 | 0.13 | 5 | 187 | 92.1 | 93.7 | 1.7 | 0.9 | 4.31 | 0.38 | 8 | |||||||||||||||||||||||||||||
| 19 | 337.3 | 339.3 | 2.0 | 1.9 | 0.66 | 3 | 188 | 116.0 | 118.8 | 2.8 | 0.7 | 0.67 | 0.06 | 6 | ||||||||||||||||||||||||||||||
| 20 | 319.1 | 323.8 | 4.7 | 3.9 | 1.17 | 2 | 188 | 128.4 | 135.0 | 6.7 | 1.4 | 0.73 | 0.06 | 9 | ||||||||||||||||||||||||||||||
| 20 | 387.9 | 392.2 | 4.3 | 3.2 | 1.13 | 3 | 189 | 60.0 | 76.2 | 16.2 | 5.3 | 0.93 | 0.18 | 6 | ||||||||||||||||||||||||||||||
| 20 | 397.6 | 400.0 | 2.4 | 1.8 | 0.71 | 5 | 189 | 131.6 | 133.9 | 2.3 | 0.6 | 1.49 | 0.92 | 9 | ||||||||||||||||||||||||||||||
| 41 | 24.9 | 31.0 | 6.1 | 6.0 | 0.47 | 9 | 189 | 153.5 | 157.0 | 3.5 | 1.0 | 0.66 | 0.02 | 9 | ||||||||||||||||||||||||||||||
| 42 | 24.1 | 26.6 | 2.5 | 2.4 | 2.17 | 6 | 189 | 189.0 | 193.0 | 4.0 | 1.2 | 0.36 | 0.06 | 8 | ||||||||||||||||||||||||||||||
| 61 | 0.0 | 13.9 | 13.9 | 5.0 | 2.80 | 6 | 189 | 202.0 | 204.3 | 2.3 | 0.7 | 1.86 | 0.02 | 8 | ||||||||||||||||||||||||||||||
| 61 | 75.3 | 76.4 | 1.1 | 0.3 | 5.10 | 9 | 190 | 53.7 | 61.4 | 7.7 | 2.8 | 1.93 | 0.33 | 6 | ||||||||||||||||||||||||||||||
| 63 | 0.0 | 3.8 | 3.8 | 0.1 | 1.99 | 7 | 190 | 105.2 | 107.0 | 1.8 | 0.1 | 3.09 | 0.38 | 7 | ||||||||||||||||||||||||||||||
| 63 | 65.0 | 66.4 | 1.4 | 0.0 | 1.96 | 7 | 191 | 65.0 | 86.3 | 21.3 | 3.5 | 1.95 | 0.46 | 6 | ||||||||||||||||||||||||||||||
| 64 | 15.4 | 16.5 | 1.1 | 1.1 | 0.80 | 7 | 191 | 172.5 | 174.2 | 1.6 | 0.3 | 3.52 | 1.41 | 6 | ||||||||||||||||||||||||||||||
| 66 | 19.3 | 22.8 | 3.5 | 3.2 | 1.17 | 6 | 192 | 117.6 | 146.4 | 28.8 | 5.7 | 0.55 | 0.21 | 6 | ||||||||||||||||||||||||||||||
| 66 | 45.3 | 48.3 | 3.1 | 2.8 | 0.49 | 9 | 192 | 244.9 | 252.3 | 7.5 | 1.6 | 1.31 | 0.39 | 7 | ||||||||||||||||||||||||||||||
| 68 | 15.7 | 19.3 | 3.6 | 3.4 | 2.17 | 7 | 192 | 289.7 | 323.0 | 33.3 | 7.2 | 0.90 | 0.21 | 7 | ||||||||||||||||||||||||||||||
| 68 | 28.0 | 29.4 | 1.4 | 1.3 | 0.72 | 9 | 193 | 130.0 | 139.6 | 9.6 | 1.7 | 0.60 | 0.23 | 6 | ||||||||||||||||||||||||||||||
| 89 | 86.2 | 159.0 | 72.9 | 0.2 | 2.10 | 10 | 214 | 329.7 | 333.0 | 3.3 | 0.2 | 0.77 | 0.68 | 10 | ||||||||||||||||||||||||||||||
| 91 | 261.5 | 264.7 | 3.2 | 0.1 | 5.12 | 10 | 214 | 342.0 | 344.0 | 2.0 | 0.1 | 0.32 | 0.01 | 10 | ||||||||||||||||||||||||||||||
| 92 | 147.6 | 178.5 | 30.9 | 1.6 | 1.71 | 10 | 215 | 114.4 | 131.0 | 16.6 | 3.2 | 1.40 | 0.31 | 10 | ||||||||||||||||||||||||||||||
| 93 | 124.7 | 132.0 | 7.3 | 0.3 | 0.34 | 10 | 218 | 166.3 | 181.0 | 14.7 | 1.3 | 4.74 | 1.07 | 10 | ||||||||||||||||||||||||||||||
| 135 | 559.0 | 563.0 | 4.0 | 3.6 | 1.97 | 0.03 | 6 | 250 | 384.5 | 396.2 | 11.7 | 10.7 | 0.61 | 0.19 | 2 | |||||||||||||||||||||||||||||
| 135 | 569.1 | 572.5 | 3.4 | 3.0 | 3.38 | 0.05 | 9 | 251 | 347.4 | 351.6 | 4.2 | 3.6 | 1.99 | 0.80 | 2 | |||||||||||||||||||||||||||||
| 137 | 637.0 | 638.0 | 1.0 | 0.9 | 0.44 | 0.01 | 6 | 253 | 248.7 | 254.4 | 5.7 | 5.3 | 0.49 | 0.23 | 2 | |||||||||||||||||||||||||||||
| 138 | 607.0 | 611.0 | 4.0 | 3.6 | 0.41 | 0.02 | 6 | 254 | 265.8 | 274.5 | 8.7 | 8.6 | 0.64 | 0.20 | 3 | |||||||||||||||||||||||||||||
| 138 | 621.0 | 622.6 | 1.7 | 1.5 | 1.38 | 1.03 | 9 | 255 | 268.6 | 277.2 | 8.6 | 8.4 | 0.48 | 0.14 | 3 | |||||||||||||||||||||||||||||
| 138 | 646.0 | 661.0 | 15.0 | 13.5 | 0.63 | 0.03 | 8 | 257 | 440.3 | 455.2 | 15.0 | 14.6 | 0.74 | 0.26 | 2 | |||||||||||||||||||||||||||||
| 140 | 614.5 | 616.0 | 1.5 | 0.9 | 2.09 | 0.72 | 7 | 260 | 430.1 | 435.0 | 4.9 | 4.7 | 0.57 | 0.19 | 2 | |||||||||||||||||||||||||||||
| 264 | 479.2 | 489.3 | 10.1 | 9.6 | 0.49 | 0.13 | 2 |
| Adam Wheeler | 2 |
| Appendix A – Summary of Intersections | Technical Report on the Mineral Resources of the Sulitjelma Project | |||
| February 2025 |
Intersections – Hankabakken II (1of 2)
| BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | |||||||||||||||||||||||||||||
| 123 | 137.6 | 163.7 | 26.0 | 8.6 | 1.30 | 0.02 | 3 | 341 | 0.0 | 7.0 | 7.0 | 6.9 | 0.75 | - | 2 | |||||||||||||||||||||||||||||
| 125 | 140.3 | 152.8 | 12.6 | 3.0 | 1.11 | 0.02 | 3 | 342 | 0.0 | 3.1 | 3.1 | 3.0 | 1.48 | - | 3 | |||||||||||||||||||||||||||||
| 130 | 139.0 | 142.0 | 3.0 | 0.5 | 0.64 | 0.01 | 3 | 344 | 2.0 | 5.0 | 3.0 | 2.9 | 0.77 | - | 3 | |||||||||||||||||||||||||||||
| 130 | 156.9 | 160.0 | 3.1 | 0.5 | 0.55 | 0.03 | 3 | 345 | 0.0 | 2.0 | 2.0 | 2.0 | 1.10 | - | 2 | |||||||||||||||||||||||||||||
| 130 | 202.5 | 209.0 | 6.5 | 0.9 | 1.47 | - | 2 | 347 | 0.0 | 1.8 | 1.8 | 1.8 | 1.22 | - | 5 | |||||||||||||||||||||||||||||
| 213 | 236.7 | 270.0 | 33.3 | 15.5 | 0.38 | 0.09 | 3 | 348 | 3.5 | 6.5 | 3.0 | 2.9 | 1.05 | - | 2 | |||||||||||||||||||||||||||||
| 213 | 278.0 | 284.0 | 6.0 | 2.9 | 0.81 | 0.15 | 3 | 349 | 0.0 | 1.0 | 1.0 | 1.0 | 1.20 | - | 2 | |||||||||||||||||||||||||||||
| 272 | 134.0 | 138.1 | 4.1 | 3.9 | 0.71 | 0.05 | 2 | 351 | 10.6 | 12.0 | 1.4 | 1.4 | 0.93 | - | 2 | |||||||||||||||||||||||||||||
| 273 | 89.3 | 101.6 | 12.3 | 11.9 | 0.88 | 0.01 | 2 | 355 | 0.0 | 1.8 | 1.8 | 1.8 | 1.14 | - | 2 | |||||||||||||||||||||||||||||
| 274 | 97.0 | 108.0 | 11.0 | 10.2 | 0.81 | 0.01 | 2 | 356 | 5.6 | 7.9 | 2.3 | 2.3 | 0.57 | - | 3 | |||||||||||||||||||||||||||||
| 275 | 113.7 | 119.7 | 5.9 | 5.0 | 0.54 | 0.05 | 2 | 358 | 3.4 | 7.7 | 4.3 | 4.2 | 0.83 | - | 2 | |||||||||||||||||||||||||||||
| 276 | 77.3 | 86.9 | 9.6 | 8.9 | 0.72 | 0.01 | 2 | 361 | 0.0 | 14.7 | 14.7 | 3.8 | 1.02 | - | 2 | |||||||||||||||||||||||||||||
| 277 | 88.4 | 90.6 | 2.3 | 1.9 | 0.66 | 0.01 | 2 | 364 | 0.0 | 5.5 | 5.5 | 4.7 | 1.61 | - | 2 | |||||||||||||||||||||||||||||
| 294 | 67.1 | 80.9 | 13.8 | 13.6 | 0.47 | 0.12 | 2 | 365 | 7.0 | 31.0 | 24.0 | 11.9 | 0.77 | - | 2 | |||||||||||||||||||||||||||||
| 295 | 105.0 | 106.7 | 1.7 | 1.1 | 0.48 | 0.00 | 2 | 366 | 0.0 | 5.0 | 5.0 | 4.0 | 0.89 | - | 3 | |||||||||||||||||||||||||||||
| 295 | 110.9 | 113.0 | 2.1 | 1.3 | 0.47 | 0.24 | 3 | 366 | 10.0 | 21.7 | 11.7 | 9.4 | 1.13 | - | 2 | |||||||||||||||||||||||||||||
| 296 | 120.0 | 138.0 | 18.0 | 11.5 | 0.60 | 0.08 | 3 | 368 | 285.2 | 288.0 | 2.8 | 0.4 | 0.44 | - | 2 | |||||||||||||||||||||||||||||
| 297 | 100.0 | 102.4 | 2.4 | 1.7 | 0.45 | 0.08 | 2 | 368 | 294.6 | 314.4 | 19.8 | 2.6 | 0.95 | - | 2 | |||||||||||||||||||||||||||||
| 298 | 29.2 | 34.8 | 5.7 | 3.7 | 0.94 | 0.01 | 2 | 369 | 244.0 | 245.9 | 1.9 | 0.5 | 0.49 | - | 3 | |||||||||||||||||||||||||||||
| 299 | 23.3 | 28.4 | 5.2 | 4.6 | 0.98 | 0.01 | 2 | 369 | 256.0 | 258.0 | 2.0 | 0.5 | 0.54 | - | 3 | |||||||||||||||||||||||||||||
| 300 | 19.4 | 31.1 | 11.7 | 11.7 | 1.21 | 0.07 | 2 | 369 | 263.0 | 273.0 | 10.0 | 2.5 | 0.50 | - | 3 | |||||||||||||||||||||||||||||
| 301 | 47.0 | 65.8 | 18.8 | 15.4 | 0.87 | 0.13 | 2 | 371 | 110.0 | 125.0 | 15.0 | 5.3 | 0.52 | - | 2 | |||||||||||||||||||||||||||||
| 303 | 33.6 | 47.9 | 14.3 | 11.9 | 0.66 | 0.10 | 5 | 371 | 129.5 | 167.0 | 37.5 | 14.6 | 0.48 | - | 3 | |||||||||||||||||||||||||||||
| 304 | 56.2 | 59.3 | 3.1 | 0.9 | 1.01 | 0.30 | 5 | 373 | 552.0 | 554.0 | 2.0 | 0.9 | 0.40 | - | 2 | |||||||||||||||||||||||||||||
| 305 | 102.7 | 109.0 | 6.3 | 0.7 | 1.03 | 0.14 | 5 | 377 | 5.0 | 6.0 | 1.0 | 1.0 | 0.31 | - | 5 | |||||||||||||||||||||||||||||
| 306 | 50.2 | 60.5 | 10.3 | 10.1 | 1.13 | 0.06 | 2 | 378 | 0.0 | 9.0 | 9.0 | 8.9 | 0.45 | - | 5 | |||||||||||||||||||||||||||||
| 306 | 65.0 | 70.0 | 5.0 | 4.9 | 0.43 | 0.41 | 3 | 379 | 1.7 | 9.0 | 7.3 | 7.3 | 0.36 | - | 2 | |||||||||||||||||||||||||||||
| 308 | 40.3 | 47.0 | 6.7 | 6.7 | 1.22 | 0.05 | 5 | 380 | 0.0 | 13.0 | 13.0 | 12.9 | 0.57 | - | 5 | |||||||||||||||||||||||||||||
| 308 | 55.7 | 58.3 | 2.6 | 2.6 | 1.01 | 0.24 | 2 | 381 | 2.0 | 3.0 | 1.0 | 1.0 | 0.48 | - | 2 | |||||||||||||||||||||||||||||
| 310 | 90.3 | 92.4 | 2.1 | 1.7 | 0.82 | 0.06 | 2 | 382 | 9.8 | 11.7 | 1.9 | 1.8 | 0.31 | - | 2 | |||||||||||||||||||||||||||||
| 310 | 98.3 | 102.5 | 4.2 | 3.4 | 0.53 | 0.21 | 3 | 383 | 0.0 | 2.3 | 2.3 | 2.2 | 0.72 | - | 3 | |||||||||||||||||||||||||||||
| 312 | 103.4 | 115.5 | 12.1 | 8.4 | 0.50 | 0.10 | 2 | 386 | 5.0 | 10.6 | 5.6 | 5.3 | 1.00 | - | 2 | |||||||||||||||||||||||||||||
| 322 | 262.0 | 264.0 | 2.0 | 1.5 | 0.35 | 0.04 | 2 | 388 | 0.0 | 7.9 | 7.9 | 7.7 | 0.82 | - | 2 | |||||||||||||||||||||||||||||
| 322 | 275.0 | 281.3 | 6.3 | 4.7 | 0.68 | 0.12 | 3 | 389 | 0.0 | 6.8 | 6.8 | 6.7 | 0.98 | - | 2 | |||||||||||||||||||||||||||||
| 323 | 237.0 | 245.0 | 8.0 | 7.6 | 0.63 | 0.17 | 2 | 390 | 0.0 | 2.5 | 2.5 | 2.4 | 2.16 | - | 3 | |||||||||||||||||||||||||||||
| 324 | 4.0 | 7.0 | 3.0 | 2.1 | 0.53 | - | 2 | 391 | 12.5 | 19.6 | 7.2 | 5.1 | 1.75 | - | 2 | |||||||||||||||||||||||||||||
| 325 | 0.0 | 12.0 | 12.0 | 11.4 | 0.44 | - | 2 | 391 | 24.5 | 27.6 | 3.1 | 2.2 | 0.35 | - | 3 | |||||||||||||||||||||||||||||
| 326 | 0.0 | 13.0 | 13.0 | 12.1 | 0.70 | - | 2 | 392 | 55.5 | 62.5 | 7.0 | 1.8 | 1.14 | - | 2 | |||||||||||||||||||||||||||||
| 327 | 0.0 | 19.0 | 19.0 | 17.7 | 1.10 | - | 2 | 392 | 69.6 | 75.0 | 5.4 | 1.3 | 0.40 | - | 3 | |||||||||||||||||||||||||||||
| 328 | 0.0 | 21.0 | 21.0 | 20.0 | 0.96 | - | 5 | 392 | 81.0 | 83.0 | 2.0 | 0.5 | 0.72 | - | 3 | |||||||||||||||||||||||||||||
| 329 | 0.0 | 16.5 | 16.5 | 15.7 | 1.74 | - | 5 | 392 | 88.3 | 90.7 | 2.4 | 0.6 | 0.86 | - | 3 | |||||||||||||||||||||||||||||
| 331 | 43.4 | 56.0 | 12.6 | 12.2 | 0.64 | - | 5 | 393 | 24.5 | 36.5 | 12.0 | 5.1 | 1.15 | - | 2 | |||||||||||||||||||||||||||||
| 334 | 5.0 | 15.0 | 10.0 | 8.5 | 1.69 | - | 2 | 393 | 40.7 | 44.0 | 3.3 | 1.3 | 0.67 | - | 3 | |||||||||||||||||||||||||||||
| 336 | 0.0 | 2.0 | 2.0 | 1.8 | 1.16 | - | 5 | 394 | 0.4 | 2.2 | 1.8 | 1.8 | 0.56 | - | 2 | |||||||||||||||||||||||||||||
| 338 | 6.8 | 8.0 | 1.2 | 1.2 | 0.65 | - | 2 | 398 | 33.4 | 46.3 | 12.9 | 3.6 | 0.87 | - | 2 | |||||||||||||||||||||||||||||
| 339 | 0.0 | 4.5 | 4.5 | 4.5 | 1.08 | - | 2 | 398 | 53.6 | 55.0 | 1.4 | 0.4 | 0.40 | - | 2 | |||||||||||||||||||||||||||||
| 340 | 1.5 | 3.0 | 1.5 | 1.5 | 0.69 | - | 3 | 398 | 65.7 | 67.8 | 2.1 | 0.6 | 0.50 | - | 2 |
| Adam Wheeler | 3 |
| Appendix A – Summary of Intersections | Technical Report on the Mineral Resources of the Sulitjelma Project | |||
| February 2025 |
Intersections – Hankabakken II (2of 2)
| BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | |||||||||||||||||||||||||||||
| 399 | 16.3 | 20.0 | 3.7 | 2.3 | 0.76 | - | 2 | 457 | 877.7 | 881.0 | 3.3 | 0.1 | 1.46 | 0.26 | 2 | |||||||||||||||||||||||||||||
| 400 | 0.0 | 8.4 | 8.4 | 8.3 | 0.32 | - | 2 | 458 | 443.9 | 450.4 | 6.5 | 0.1 | 0.38 | 0.36 | 2 | |||||||||||||||||||||||||||||
| 401 | 3.0 | 11.2 | 8.3 | 8.1 | 1.13 | - | 3 | 459 | 14.4 | 17.0 | 2.7 | 2.6 | 0.48 | - | 2 | |||||||||||||||||||||||||||||
| 402 | 4.0 | 8.9 | 4.9 | 4.8 | 2.12 | - | 2 | 461 | 15.1 | 21.5 | 6.4 | 6.3 | 0.41 | - | 2 | |||||||||||||||||||||||||||||
| 404 | 0.0 | 6.0 | 6.0 | 6.0 | 0.39 | - | 2 | 462 | 17.6 | 19.8 | 2.2 | 2.1 | 0.36 | - | 2 | |||||||||||||||||||||||||||||
| 405 | 0.0 | 9.3 | 9.3 | 9.3 | 1.01 | - | 3 | 465 | 26.7 | 31.6 | 4.9 | 2.2 | 0.40 | - | 2 | |||||||||||||||||||||||||||||
| 406 | 6.0 | 8.0 | 2.0 | 2.0 | 0.32 | - | 2 | 475 | 0.0 | 4.8 | 4.8 | 4.6 | 0.67 | - | 2 | |||||||||||||||||||||||||||||
| 408 | 0.0 | 3.0 | 3.0 | 2.9 | 0.55 | - | 2 | 476 | 0.0 | 2.2 | 2.2 | 2.2 | 0.92 | - | 2 | |||||||||||||||||||||||||||||
| 409 | 8.8 | 10.0 | 1.2 | 1.2 | 0.54 | - | 2 | 507 | 0.0 | 2.5 | 2.5 | 2.0 | 0.80 | - | 3 | |||||||||||||||||||||||||||||
| 410 | 5.8 | 7.8 | 2.1 | 2.0 | 0.31 | - | 3 | 509 | 0.0 | 2.8 | 2.8 | 2.3 | 0.80 | - | 3 | |||||||||||||||||||||||||||||
| 411 | 13.6 | 15.4 | 1.8 | 1.8 | 1.22 | - | 2 | 510 | 0.0 | 6.0 | 6.0 | 6.0 | 1.54 | - | 2 | |||||||||||||||||||||||||||||
| 412 | 2.7 | 4.6 | 1.9 | 1.9 | 0.82 | - | 3 | 511 | 0.0 | 2.0 | 2.0 | 1.6 | 1.30 | - | 2 | |||||||||||||||||||||||||||||
| 413 | 0.0 | 2.0 | 2.0 | 2.0 | 0.66 | - | 2 | 512 | 0.0 | 5.0 | 5.0 | 4.1 | 1.60 | - | 2 | |||||||||||||||||||||||||||||
| 416 | 5.4 | 12.4 | 7.1 | 7.0 | 0.40 | - | 2 | 513 | 0.0 | 6.5 | 6.5 | 5.3 | 2.00 | - | 2 | |||||||||||||||||||||||||||||
| 417 | 37.2 | 40.7 | 3.5 | 0.9 | 0.41 | - | 2 | 514 | 0.0 | 2.5 | 2.5 | 2.0 | 0.80 | - | 2 | |||||||||||||||||||||||||||||
| 417 | 56.9 | 58.3 | 1.4 | 0.4 | 0.39 | - | 2 | 515 | 0.0 | 1.5 | 1.5 | 1.2 | 0.90 | - | 3 | |||||||||||||||||||||||||||||
| 418 | 260.3 | 263.4 | 3.1 | 0.2 | 0.83 | - | 2 | 516 | 0.0 | 2.0 | 2.0 | 1.6 | 0.90 | - | 3 | |||||||||||||||||||||||||||||
| 420 | 0.7 | 3.2 | 2.5 | 2.4 | 0.39 | - | 2 | 517 | 0.0 | 8.0 | 8.0 | 8.0 | 1.25 | - | 2 | |||||||||||||||||||||||||||||
| 423 | 1.0 | 3.4 | 2.3 | 2.3 | 0.35 | - | 2 | 518 | 0.0 | 2.4 | 2.4 | 1.9 | 2.70 | - | 3 | |||||||||||||||||||||||||||||
| 423 | 10.9 | 12.0 | 1.0 | 1.0 | - | - | 3 | 519 | 0.0 | 8.0 | 8.0 | 8.0 | 0.64 | - | 2 | |||||||||||||||||||||||||||||
| 424 | 8.0 | 9.3 | 1.4 | 1.3 | 0.62 | - | 2 | 520 | 0.0 | 2.7 | 2.7 | 2.2 | 1.50 | - | 3 | |||||||||||||||||||||||||||||
| 425 | 0.0 | 2.4 | 2.4 | 2.4 | 1.76 | - | 2 | 521 | 0.0 | 2.9 | 2.9 | 2.3 | 1.60 | - | 3 | |||||||||||||||||||||||||||||
| 427 | 0.0 | 6.4 | 6.4 | 6.2 | 0.81 | 0.05 | 2 | 522 | 0.0 | 1.1 | 1.1 | 0.9 | 4.00 | - | 2 | |||||||||||||||||||||||||||||
| 428 | 0.0 | 6.5 | 6.5 | 6.4 | 0.51 | - | 2 | 523 | 0.0 | 1.5 | 1.5 | 1.2 | 0.80 | - | 3 | |||||||||||||||||||||||||||||
| 430 | 0.0 | 1.5 | 1.5 | 1.5 | 0.40 | - | 2 | 524 | 0.0 | 8.0 | 8.0 | 7.9 | 1.01 | - | 2 | |||||||||||||||||||||||||||||
| 432 | 0.0 | 9.9 | 9.9 | 9.3 | 0.69 | - | 2 | 526 | 0.0 | 2.8 | 2.8 | 2.3 | 2.50 | - | 3 | |||||||||||||||||||||||||||||
| 433 | 0.0 | 1.1 | 1.1 | 0.1 | 1.12 | - | 2 | 527 | 0.0 | 8.0 | 8.0 | 8.0 | 1.94 | - | 2 | |||||||||||||||||||||||||||||
| 435 | 0.0 | 6.8 | 6.8 | 6.6 | 1.05 | - | 2 | 528 | 0.0 | 2.6 | 2.6 | 2.1 | 1.40 | - | 3 | |||||||||||||||||||||||||||||
| 436 | 0.0 | 5.5 | 5.5 | 5.5 | 0.77 | - | 2 | 529 | 0.0 | 1.9 | 1.9 | 1.5 | 0.60 | - | 3 | |||||||||||||||||||||||||||||
| 437 | 3.1 | 4.8 | 1.7 | 1.7 | 0.57 | - | 3 | 530 | 0.0 | 7.5 | 7.5 | 7.5 | 1.99 | - | 2 | |||||||||||||||||||||||||||||
| 438 | 0.0 | 5.0 | 5.0 | 4.9 | 0.58 | 0.11 | 2 | 531 | 1.5 | 6.0 | 4.5 | 4.5 | 0.88 | - | 2 | |||||||||||||||||||||||||||||
| 440 | 1.0 | 3.3 | 2.3 | 2.1 | 0.74 | 0.06 | 2 | 532 | 0.0 | 8.0 | 8.0 | 8.0 | 1.11 | - | 2 | |||||||||||||||||||||||||||||
| 440 | 11.0 | 12.2 | 1.2 | 1.1 | 0.90 | 0.38 | 3 | 533 | 0.0 | 6.5 | 6.5 | 6.4 | 1.17 | - | 2 | |||||||||||||||||||||||||||||
| 441 | 0.0 | 1.6 | 1.6 | 1.6 | 0.42 | - | 2 | 534 | 0.0 | 1.9 | 1.9 | 1.5 | 1.60 | - | 3 | |||||||||||||||||||||||||||||
| 442 | 1.0 | 12.3 | 11.3 | 10.9 | 1.02 | 0.11 | 3 | 535 | 0.0 | 6.0 | 6.0 | 5.9 | 0.97 | - | 2 | |||||||||||||||||||||||||||||
| 444 | 0.0 | 5.5 | 5.5 | 5.5 | 0.48 | 0.08 | 2 | 537 | 0.0 | 1.7 | 1.7 | 1.4 | 2.50 | - | 3 | |||||||||||||||||||||||||||||
| 445 | 0.0 | 1.0 | 1.0 | 1.0 | 0.48 | 0.06 | 2 | 538 | 0.0 | 5.5 | 5.5 | 5.4 | 0.64 | - | 2 | |||||||||||||||||||||||||||||
| 446 | 0.0 | 1.0 | 1.0 | 1.0 | 0.50 | 0.06 | 2 | 539 | 0.0 | 3.5 | 3.5 | 3.5 | 1.70 | - | 2 | |||||||||||||||||||||||||||||
| 446 | 11.0 | 13.2 | 2.2 | 2.2 | 0.36 | 0.13 | 3 | 540 | 0.0 | 2.0 | 2.0 | 1.6 | 1.50 | - | 3 | |||||||||||||||||||||||||||||
| 447 | 819.6 | 822.1 | 2.5 | 0.1 | 0.36 | 0.11 | 2 | 541 | 0.0 | 7.5 | 7.5 | 7.5 | 1.23 | - | 2 | |||||||||||||||||||||||||||||
| 447 | 836.7 | 844.7 | 8.0 | 0.2 | 0.49 | 0.15 | 2 | 543 | 2.0 | 3.0 | 1.0 | 1.0 | 1.40 | - | 2 | |||||||||||||||||||||||||||||
| 448 | 74.8 | 93.0 | 18.2 | 0.1 | 0.39 | 0.01 | 2 | 544 | 0.0 | 2.0 | 2.0 | 1.6 | 1.80 | - | 3 | |||||||||||||||||||||||||||||
| 448 | 115.0 | 119.0 | 4.0 | 0.0 | 0.53 | 0.01 | 2 | 545 | 1.0 | 3.0 | 2.0 | 2.0 | 0.50 | - | 3 | |||||||||||||||||||||||||||||
| 448 | 364.2 | 366.3 | 2.1 | 0.0 | 0.36 | 0.01 | 2 | 546 | 0.0 | 1.5 | 1.5 | 1.5 | 1.00 | - | 3 | |||||||||||||||||||||||||||||
| 450 | 0.0 | 1.3 | 1.3 | 1.3 | 0.84 | 0.12 | 2 | 550 | 0.0 | 1.5 | 1.5 | 1.5 | 1.10 | - | 3 | |||||||||||||||||||||||||||||
| 454 | 0.0 | 1.5 | 1.5 | 1.5 | 0.38 | 0.04 | 2 | |||||||||||||||||||||||||||||||||||||
| 454 | 6.2 | 10.2 | 4.0 | 3.9 | 0.36 | 0.23 | 3 |
| Adam Wheeler | 4 |
| Appendix A – Summary of Intersections | Technical Report on the Mineral Resources of the Sulitjelma Project | |||
| February 2025 |
Intersections – Sagmo
| BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | BHID | FROM | TO | LENGTH | TRUETHK | Cu % | Zn % | ZONE | |||||||||||||||||||||||||||||
| 1 | 23.6 | 27.5 | 3.9 | 3.0 | 0.54 | 0.07 | 2 | 43 | 81.2 | 86.2 | 5.0 | 1.7 | 1.19 | 0.24 | 5 | |||||||||||||||||||||||||||||
| 3 | 159.3 | 164.3 | 5.0 | 0.8 | 0.48 | 0.02 | 2 | 44 | 132.4 | 158.8 | 26.4 | 5.2 | 1.01 | 0.28 | 5 | |||||||||||||||||||||||||||||
| 5 | 116.3 | 117.8 | 1.5 | 0.3 | 0.53 | 0.01 | 2 | 45 | 184.7 | 195.1 | 10.4 | 0.9 | 1.08 | 0.26 | 2 | |||||||||||||||||||||||||||||
| 6 | 18.3 | 38.0 | 19.7 | 4.4 | 0.41 | 0.03 | 2 | 45 | 204.7 | 211.0 | 6.3 | 0.6 | 1.04 | 0.39 | 2 | |||||||||||||||||||||||||||||
| 7 | 65.5 | 72.0 | 6.5 | 0.7 | 0.42 | 0.03 | 2 | 46 | 49.5 | 78.0 | 28.5 | 9.0 | 1.33 | 0.15 | 5 | |||||||||||||||||||||||||||||
| 7 | 150.0 | 152.0 | 2.0 | 0.2 | 0.51 | 0.05 | 2 | 47 | 52.7 | 55.0 | 2.3 | 1.8 | 1.49 | 0.20 | 5 | |||||||||||||||||||||||||||||
| 7 | 157.0 | 164.8 | 7.8 | 0.8 | 0.32 | 0.03 | 2 | 48 | 140.5 | 145.0 | 4.5 | 1.3 | 0.70 | 0.20 | 5 | |||||||||||||||||||||||||||||
| 8 | 6.0 | 8.5 | 2.5 | 0.4 | 0.48 | 0.03 | 2 | 49 | 75.4 | 86.5 | 11.1 | 5.0 | 0.96 | 0.23 | 5 | |||||||||||||||||||||||||||||
| 9 | 24.8 | 43.0 | 18.2 | 2.6 | 0.59 | 0.04 | 2 | 51 | 128.2 | 131.4 | 3.2 | 0.9 | 0.77 | 0.19 | 5 | |||||||||||||||||||||||||||||
| 10 | 62.2 | 80.0 | 17.8 | 6.8 | 0.66 | 0.11 | 5 | 52 | 88.8 | 94.1 | 5.3 | 1.7 | 1.72 | 0.23 | 3 | |||||||||||||||||||||||||||||
| 11 | 63.2 | 66.0 | 2.8 | 1.2 | 0.66 | 0.15 | 5 | 53 | 90.1 | 92.6 | 2.5 | 0.2 | 0.87 | 0.20 | 2 | |||||||||||||||||||||||||||||
| 12 | 81.0 | 84.0 | 3.0 | 1.1 | 0.34 | 0.03 | 5 | 54 | 0.0 | 2.8 | 2.8 | 2.8 | 0.85 | 0.25 | 2 | |||||||||||||||||||||||||||||
| 12 | 99.0 | 102.0 | 3.0 | 1.1 | 0.47 | 0.16 | 5 | 56 | 1.0 | 5.3 | 4.3 | 3.2 | 0.95 | 0.29 | 2 | |||||||||||||||||||||||||||||
| 13 | 136.8 | 143.0 | 6.2 | 1.8 | 0.77 | 0.15 | 5 | 57 | 0.0 | 2.0 | 2.0 | 0.3 | 0.48 | 0.21 | 2 | |||||||||||||||||||||||||||||
| 17 | 391.0 | 403.7 | 12.7 | 12.4 | 0.99 | 0.22 | 5 | 58 | 0.0 | 7.8 | 7.8 | 3.5 | 0.53 | 0.23 | 2 | |||||||||||||||||||||||||||||
| 18 | 390.0 | 391.2 | 1.2 | 1.1 | 0.53 | 0.17 | 5 | 59 | 0.0 | 1.6 | 1.6 | 1.6 | 0.94 | 0.23 | 2 | |||||||||||||||||||||||||||||
| 19 | 32.2 | 38.6 | 6.4 | 5.0 | 0.47 | 0.09 | 5 | 60 | 4.0 | 5.5 | 1.5 | 0.0 | 0.31 | 0.18 | 2 | |||||||||||||||||||||||||||||
| 20 | 70.0 | 74.9 | 4.9 | 1.8 | 0.95 | 0.12 | 2 | 61 | 0.0 | 8.7 | 8.7 | 4.6 | 0.67 | 0.20 | 2 | |||||||||||||||||||||||||||||
| 21 | 137.4 | 149.0 | 11.7 | 1.9 | 0.72 | 0.12 | 5 | 62 | 0.0 | 1.9 | 1.9 | 1.8 | 1.56 | 0.30 | 2 | |||||||||||||||||||||||||||||
| 22 | 42.1 | 71.8 | 29.8 | 13.6 | 0.83 | 0.12 | 5 | 63 | 1.0 | 3.0 | 2.0 | 0.0 | 0.70 | 0.12 | 2 | |||||||||||||||||||||||||||||
| 23 | 55.3 | 57.9 | 2.6 | 0.9 | 0.90 | 0.12 | 2 | 64 | 0.0 | 4.3 | 4.3 | 2.4 | 0.99 | 0.23 | 2 | |||||||||||||||||||||||||||||
| 24 | 100.8 | 103.6 | 2.9 | 0.7 | 1.21 | 0.12 | 5 | 65 | 0.0 | 18.0 | 18.0 | 6.5 | 1.30 | 0.20 | 2 | |||||||||||||||||||||||||||||
| 25 | 126.3 | 135.1 | 8.9 | 1.6 | 0.89 | 0.09 | 5 | 66 | 0.0 | 5.6 | 5.6 | 5.5 | 0.90 | 0.10 | 2 | |||||||||||||||||||||||||||||
| 26 | 42.6 | 57.6 | 15.0 | 8.6 | 0.88 | 0.10 | 5 | 67 | 0.0 | 10.0 | 10.0 | 1.6 | 1.11 | 0.12 | 2 | |||||||||||||||||||||||||||||
| 27 | 46.2 | 66.9 | 20.7 | 7.8 | 1.08 | 0.17 | 5 | 68 | 0.0 | 10.0 | 10.0 | 6.3 | 1.15 | 0.13 | 2 | |||||||||||||||||||||||||||||
| 28 | 80.0 | 104.0 | 24.0 | 6.6 | 1.09 | 0.12 | 5 | 70 | 0.0 | 8.4 | 8.4 | 8.3 | 0.59 | 0.06 | 2 | |||||||||||||||||||||||||||||
| 29 | 41.2 | 63.5 | 22.3 | 6.7 | 1.00 | 0.16 | 5 | 71 | 2.0 | 4.0 | 2.0 | 0.0 | 0.43 | 0.06 | 2 | |||||||||||||||||||||||||||||
| 29 | 91.6 | 92.6 | 1.0 | 0.3 | 1.23 | 0.09 | 5 | 72 | 0.0 | 6.0 | 6.0 | 3.5 | 0.36 | 0.07 | 2 | |||||||||||||||||||||||||||||
| 30 | 59.3 | 80.0 | 20.7 | 6.2 | 1.42 | 0.11 | 5 | 74 | 0.0 | 7.0 | 7.0 | 6.9 | 0.67 | 0.08 | 2 | |||||||||||||||||||||||||||||
| 32 | 35.0 | 39.1 | 4.1 | 3.9 | 1.81 | 0.15 | 5 | 75 | 4.0 | 16.0 | 12.0 | 9.3 | 0.47 | 0.08 | 2 | |||||||||||||||||||||||||||||
| 34 | 0.0 | 10.4 | 10.4 | 9.4 | 1.69 | - | 3 | 76 | 7.5 | 17.2 | 9.7 | 0.8 | 0.73 | 0.15 | 2 | |||||||||||||||||||||||||||||
| 36 | 47.3 | 70.0 | 22.7 | 15.8 | 1.60 | 0.24 | 2 | 77 | 10.7 | 12.3 | 1.6 | 0.9 | 1.33 | 0.24 | 2 | |||||||||||||||||||||||||||||
| 37 | 39.0 | 51.1 | 12.1 | 6.0 | 1.60 | 0.22 | 3 | 78 | 93.5 | 96.1 | 2.6 | 0.1 | 1.62 | 0.09 | 2 | |||||||||||||||||||||||||||||
| 38 | 126.9 | 146.7 | 19.8 | 5.1 | 1.34 | 0.24 | 2 | 79 | 203.1 | 211.3 | 8.2 | 0.6 | 1.02 | 0.15 | 2 | |||||||||||||||||||||||||||||
| 39 | 79.7 | 83.3 | 3.6 | 1.6 | 1.07 | 0.23 | 5 | 80 | 57.3 | 63.9 | 6.6 | 1.0 | 0.50 | 0.06 | 2 | |||||||||||||||||||||||||||||
| 40 | 111.0 | 115.1 | 4.1 | 1.1 | 0.96 | 0.23 | 5 | 83 | 22.7 | 38.4 | 15.7 | 0.5 | 1.22 | 0.19 | 2 | |||||||||||||||||||||||||||||
| 41 | 138.9 | 165.7 | 26.8 | 5.2 | 1.25 | 0.14 | 5 | 84 | 63.7 | 66.1 | 2.4 | 0.4 | 0.96 | 0.12 | 2 | |||||||||||||||||||||||||||||
| 42 | 162.4 | 174.4 | 12.0 | 1.9 | 0.90 | 0.26 | 5 | 91 | 397.0 | 399.8 | 2.8 | 2.7 | 0.56 | 0.11 | 5 | |||||||||||||||||||||||||||||
| 92 | 386.0 | 388.8 | 2.8 | 2.8 | 0.74 | 0.14 | 5 |
| Adam Wheeler | 5 |
| Technical Report on the Mineral Resources of the Sulitjelma Project | ||
| February 2025 |
Appendix B
Resource Cross-Sections –
Rupsi/Dypet
February 2025
| Appendix B – Resource Cross-Sections – Rupsi/Dypet | Technical Report on the Mineral Resources of the Sulitjelma Project | |||
| February 2025 |
| Adam Wheeler | 2 |

| Adam Wheeler | 3 |

| Adam Wheeler | 4 |

| Adam Wheeler | 5 |

| Adam Wheeler | 6 |

| Adam Wheeler | 7 |
| Adam Wheeler | 8 |
Technical Report on the Mineral Resources of the Sulitjelma Project
February 2025
Appendix C
Resource Cross-Sections – Hankabakken II
February 2025
| Sulitjelma - Resources Estimation |

Technical Report on the Mineral Resources of the Sulitjelma Project
February 2025
Appendix D
Resource Cross-Sections – Sagmo
February 2025
Appendix D – Resource Cross-Sections – Sagmo Technical Report on the Mineral Resources of the Sulitjelma Project
February 2025
| Adam Wheeler | 2 |
| Adam Wheeler | 3 |
| Adam Wheeler | 4 |
| Adam Wheeler | 5 |

| Adam Wheeler | 6 |
| Adam Wheeler | 7 |
| Adam Wheeler | 8 |
| Adam Wheeler | 9 |

| Adam Wheeler | 10 |
Exhibit 99.79
CONSENT
May 20, 2025
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Autorité des marchés financiers
I, Adam Wheeler, C. Eng., Eur Ing., consent to the public filing of the technical report entitled “Technical Report on the Mineral Resources of the Sulitjelma Project, Norway” and dated May 20, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news release dated April 10, 2025. I certify that I have read the Issuer’s news release dated April 10, 2025, and that it fairly and accurately represents the information in the sections of the Technical Report for which I am responsible.
| “signed” | |
| Adam Wheeler, C. Eng., Eur Ing. |
| Form 45-106F1 Report of Exempt Distribution ITEM 1 - REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD) ITEM 2 - PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure). Investment fund issuer Issuer (other than an investment fund) Underwriter ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Blue Moon Metals Inc / Blue Moon Metals Inc Previous full legal name BLUE MOON METALS INC. (FORMERLY BLUE MOON ZINC CORP.) If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website www.bluemoonmining.com (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier 254900CUYCO1Z90SIR42 If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) ITEM 4 - UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. Full legal name Firm NRD number (if applicable) SEDAR+ profile number |
| ITEM 5 - ISSUER INFORMATION If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. a) Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. NAICS industry code 212233 If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt 500 or more Private companies Cryptoassets b) Number of employees Number of employees: 0 - 49 50 - 99 100 - 499 c) SEDAR+ profile number Provide the issuer’s SEDAR+ profile number 000025425 ITEM 6 - INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. a) Investment fund manager information Full legal name Firm NRD number (if applicable) SEDAR+ profile number b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe) |
| Indicate whether one or both of the following apply to the investment fund. Invest primarily in other investment fund issuers Is a UCITs Fund 1 1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. c) Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). Date of NAV calculation: Under $5M $5M to under $25M $500M to under $1B $25M to under $100M $100M to under $500M $1B or over YYYY MM DD ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees, in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe) b) Distribution dates State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distribued on a continuous basis, include the start and end dates for the distribution period covered by the report. Start date 2025 05 08 End date 2025 05 08 YYYY MM DD YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Canadian $ CUSIP number (if applicable) Security code Number of securities Single or lowest price Highest price Description of security Total amount CMS common shares 376,833.0000 3.0000 1,130,499.0000 |
| e) Details of rights and convertible/exchangeable securities If any rights (e.g. warrants, options) were distributed, provide the exercise price and expiry date for each right. If any convertible/exchangeable securities were distributed, provide the conversion ratio and describe any other terms for each convertible/exchangeable security. Exercise price (Canadian $) Convertible / exchangeable security code Underlying security code Expiry date (YYYY-MM-DD) Describe other terms (if applicable) Conversion ratio Lowest Highest f) Summary of the distribution by jurisdiction and exemption State the total dollar amount of securities distributed and the number of purchasers for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides and for each exemption relied on in Canada for that distribution. However, if an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include distributions to purchasers resident in that jurisdiction of Canada only. This table requires a separate line item for: (i) each jurisdiction where a purchaser resides, (ii) each exemption relied on in the jurisdiction where a purchaser resides, if a purchaser resides in a jurisdiction of Canada, and (iii) each exemption relied on in Canada, if a purchaser resides in a foreign jurisdiction. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country Number of unique purchasers2a Total amount (Canadian $) Exemption relied on Distributions to purchasers outside of local jurisdiction (BC, AB, NB) Norway 1 1,130,499.0000 Total dollar amount of securities distributed $1,130,499.0000 Total number of unique purchasers2b 1 2a In calculating the number of unique purchasers per row, count each purchaser only once. Joint purchasers may be counted as one purchaser. 2bIn calculating the total number of unique purchasers to which the issuer distributed securities, count each purchaser only once, regardless of whether the issuer distributed multiple types of securities to, and relied on multiple exemptions for, that purchaser. g) Net proceeds to the investment fund by jurisdiction If the issuer is an investment fund, provide the net proceeds to the investment fund for each jurisdiction of Canada and foreign jurisdiction where a purchaser resides.3If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund 3"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report. |
| ITEM 8 - COMPENSATION INFORMATION Provide information for each person (as defined in NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions)) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes If yes, indicate number of persons compensated. a) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal No Yes b) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Country Province/State Postal code/Zip code Email address Telephone number c) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of ‘connected’ in Part B(2) of the Instructions and the meaning of ‘control’ in section 1.4 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) for the purposes of completing this section. Connected with the issuer or investment fund manager Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager None of the above d) Compensation details |
| Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid Value of all securities distributed as compensation 4 Security code 1 Security code 2 Security code 3 Security codes Describe terms of warrants, options or other rights Other compensation 5 Describe Total compensation paid Check box if the person will or may receive any deferred compensation (describe the terms below) 4 acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to including options, warrants or other rights exercisable to acquire additional securities of the issuer. 5 Do not include deferred compensation. ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one). Reporting issuer in a jurisdiction of Canada Foreign public issuer Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6 Provide name of reporting issuer Wholly owned subsidiary of a foreign public issuer 6 Provide name of foreign public issuer Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7 . If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. 6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively. |
| 7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions. If the issuer is none of the above, check this box and complete Item 9(a) – (c). a) Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter. Business location of non-individual Relationship to issuer (select all that apply) First given name or residential jurisdiction of individual Organization or company name Family name Secondary given names Province or country D O P b) Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer. Residential jurisdiction Relationship to promoter (select Organization or company name Family name First given Secondary given name names of individual one or both if applicable) Province or country D O c) Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons. ITEM 10 - CERTIFICATION Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions |
| to file a completed report of exempt distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. Name of Issuer/ investment fund manager/agent Blue Moon Metals Inc. Full legal name KARGL-SIMARD Christian Family name First given name Secondary given names Title Chief Executive Officer Telephone number +1 (416) 230-3440 Email address christian@bluemoonmetals.com Signature Christian Kargl-Simard Date 2025 05 14 YYYY MM DD ITEM 11 - CONTACT PERSON Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. Same as individual certifying the report Full legal name PRITCHARD Derrilynn Family name First given name Secondary given names Title Securities Law Clerk Name of company DLA PIPER (CANADA) LLP/DLA PIPER (CANADA) LLP Telephone number Email address derrilynn.pritchard@dlapiper.com NOTICE – COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: |
| a) b) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and has authorized the indirect collection of the information by the securities regulatory authority or regulator. |
Exhibit 99.81
BLUE MOON METALS INC.
FORM 51-102F4
BUSINESS ACQUISITION REPORT
ITEM 1 - IDENTITY OF COMPANY
| 1.1 | Name and Address of Company |
Blue Moon Metals Inc. (“Blue Moon” or the “Company”)
555 – 220 Bay Street
Toronto, Ontario
M5J 2W4
| 1.2 | Executive Officer |
Christian Kargl-Simard, CEO and Director
Phone: (416) 230 3440
ITEM 2 - DETAILS OF THE ACQUISITION
| 2.1 | Nature of Business Acquired |
On February 26, 2025, the Company acquired (i) 93.55% of the issued and outstanding shares of Nussir ASA (“Nussir”) (the “Nussir Acquisition”) and (ii) 100% of the issued and outstanding shares of Nye Sulitjelma Gruver AS (“NSG”) (the “NSG Acquisition”, and collectively with the Nussir Acquisition, the “Acquisitions”).
Nussir and NSG are private Norwegian companies with mining exploration properties in Norway (the “Nussir Property” and the “NSG Property,” respectively). As a result of the Acquisitions, Nussir and NSG are subsidiaries of the Company.
The Nussir Property hosts two copper-silver-gold deposits located in northern Norway. Open pit mining occurred on one of the deposits during the 1970s.
The NSG Property located in Nordland in Norway hosts three copper-zinc-gold-silver volcanogenic massive sulphide deposits that comprise the Sulitjelma project. The underground Sulitjelma mine was in production for over a hundred years until its shutdown in 1991.
For further information about the Acquisitions, please refer to the separate Share Purchase Agreements dated December 19, 2024 between the Company and NSG, and between the Company and Nussir, copies of which have been filed under the Company’s profile on the SEDAR+ at www.sedarplus.ca.
| 2.2 | Acquisition Date |
The Acquisitions were completed on February 26, 2025.
2
| 2.3 | Consideration |
Pursuant to the Nussir Acquisition, Blue Moon issued 241,681,493 common shares of Blue Moon (the “Blue Moon Shares”) to former holders of common shares of Nussir. Pursuant to the NSG Acquisition, Blue Moon issued 56,079,997 Blue Moon Shares to former holders of common shares of NSG.
In addition, Blue Moon has also agreed to pay to former NSG shareholders US$3M in cash milestone payments related to the receipt of the discharge permit and the receipt of the operating permit for the NSG Property.
In connection with the Acquisitions, on December 19, 2024 Blue Moon completed a brokered private placement, pursuant to which it issued 10,000,031 units (the “Units”) of the Company at a price of C$3.00 per Unit for gross proceeds of C$30,000,093 (the “Concurrent Financing”). The Concurrent Financing was co-led by Cormark Securities Inc. and Scotiabank on behalf of a syndicate of investment dealers including National Bank Financial Inc., Haywood Securities Inc., Raymond James Ltd. and CIBC World Markets Inc. (collectively, the “Agents”). Each Unit issued in the Concurrent Financing consisted of 1 Blue Moon Share (each, a “Unit Share”) and 9 subscription receipts (each, a “Subscription Receipt”), with 10% of the price per Unit allocated to the Unit Share underlying each Unit and 90% of the price per Unit allocated to the Subscription Receipts underlying each Unit. 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.
The net proceeds from the Unit Shares were used for general corporate purposes and advancement of the Blue Moon zinc-gold-copper project in the United States, along with costs related to the Acquisitions. The net proceeds from the Subscription Receipts will be primarily utilized for exploration decline development, underground exploration, and optimization studies at the Nussir Property, exploration permitting at the Blue Moon property and the NSG Property, and general corporate purposes and working capital.
| 2.4 | Effect on Financial Position |
Upon completion of the Acquisitions, Nussir and NSG became subsidiaries of the Company. The business and operations of Nussir and NSG have combined with those of the Company. As the consideration for the Acquisitions was largely paid with common shares of Blue Moon, the effect of the Acquisitions on Blue Moon’s working capital is largely neutral. The Acquisitions will be reflected in corresponding increases in total assets and issued share capital.
The Company does not currently have any plans or proposals for material changes in the business acquired pursuant to the Acquisitions which may have a significant impact on the financial performance and financial position of the Company, including any proposal to sell, lease or exchange all or substantially all or a substantial part of the business acquired pursuant to the Acquisitions or to make any material changes to the Company’s business.
| 2.5 | Prior Valuations |
No valuation opinions were obtained within the last 12-months by the Company as required by securities legislation or as required by a Canadian exchange or a market to support the consideration paid by the Company in connection with the Acquisitions.
3
| 2.6 | Parties to the Transaction |
The Acquisitions were not with an informed person, associate, or affiliate of Blue Moon Metals Inc. The parties involved in the Acquisitions were independent third parties.
| 2.7 | Date of Report |
May 10, 2025.
ITEM 3 - FINANCIAL DISCLOSURE
Pursuant to Part 8 of NI 51-102, the following financial statements are incorporated by reference in or attached as schedules to this Business Acquisition Report and form part of this Business Acquisition Report:
| Schedule A | The audited consolidated financial statements of Nussir as at and for the year ended December 31, 2024, together with the notes thereto and the independent auditor's report thereon. |
| Schedule B | The audited consolidated financial statements of NSG as at and for the year ended December 31, 2024, together with the notes thereto and the independent auditor's report thereon. |
The Company has not requested the consent of Nussir or NSG’s auditor to incorporate the above financial statements of Nussir or NSG, together with the notes and auditor’s report for the audited financial statements into this Report, and therefore such consent has not been provided.
Schedule A
The audited consolidated financial statements of Nussir as at and for the year ended December 31, 2024, together with the notes thereto and the independent auditor's report thereon
Nussir ASA
Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(expressed in Norwegian Krone)
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KPMG
AS Sjøgata 8 N-9008 Tromsø |
Telephone
+47 45 40 40 63 Enterprise 935 174 627 MVA
|
To the General Meeting of Nussir ASA
Independent Auditor’s Report
Opinion
We have audited the consolidated financial statements of Nussir ASA and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 1 January 2023, 31 December 2023 and 31 December 2024, the consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the years ended 31 December 2023 and 31 December 2024, and notes to the financial statements, including material accounting policy information.
In our opinion
| · | the financial statements comply with applicable statutory requirements, |
| · | the consolidated financial statements give a true and fair view of the financial position of the Group as at 1 January 2023, 31 December 2023 and 31 December 2024, and its financial performance and its cash flows for the years ended 31 December 2023 and 31 December 2024 in accordance with IFRS Accounting Standards as issued by the IASB. |
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (management) are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
| · | identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| · | obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. |
| · | evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| · | conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. |
| · | evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. |
| · | obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Tromsø
KPMG AS
Stig-Tore Richardsen
State Authorised Public Accountant
(This document is signed electronically)
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT
| Note | 31.12.2024 | 31.12.2023 | 01.01.2023 | |||||||||||
| ASSETS | ||||||||||||||
| Current assets | ||||||||||||||
| Prepayments and other receivables | 6, 10 | 1 408 740 | 159 971 | 197 380 | ||||||||||
| Cash and cash equivalents | 7, 10 | 7 036 846 | 12 232 874 | 15 861 365 | ||||||||||
| Total current assets | 8 445 586 | 12 392 845 | 16 058 745 | |||||||||||
| Non-current assets | ||||||||||||||
| Mineral properties | 5 | 10 000 000 | 10 000 000 | 10 000 000 | ||||||||||
| Total non-current assets | 10 000 000 | 10 000 000 | 10 000 000 | |||||||||||
| Total assets | 18 445 586 | 22 392 845 | 26 058 745 | |||||||||||
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accounts payable | 10 | 528 134 | 238 242 | 376 984 | ||||||||||
| Other current liabilities | 11 | 1 363 610 | 1 174 981 | 1 362 134 | ||||||||||
| Total current liabilities | 1 891 744 | 1 413 223 | 1 739 118 | |||||||||||
| Non-current liabilities | ||||||||||||||
| Shareholder loans | 9, 10 | - | 10 609 095 | - | ||||||||||
| Total non-current liabilities | - | 10 609 095 | - | |||||||||||
| Total liabilities | 1 891 744 | 12 022 318 | 1739 118 | |||||||||||
| Shareholders' equity | ||||||||||||||
| Share capital | 8 | 14 550 000 | 10 550 000 | 10 550 000 | ||||||||||
| Share premium | 6 988 336 | 4 772 853 | 18 685 395 | |||||||||||
| Accumulated losses | (4 984 494 | ) | (4 952 326 | ) | (4 915 768 | ) | ||||||||
| Total equity | 16 553 842 | 10 370 527 | 24 319 627 | |||||||||||
| Total shareholders' equity and liabilities | 18 445 586 | 22 392 845 | 26 058 745 | |||||||||||
| Hammerfest, 11 May 2025 | ||
| / s/ "Skott Mealer" | /s/ "Mona Soyland" | |
| Skott Mealer | Mona Søyland | |
| Chairman of the Board | Board Member |
| / s/ "Alexander Krogh" | ||
| Alexander Krogh | ||
| Board Member |
The accompanying notes are an integral part of these consolidated financial statements
4
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
| Note | 2024 | 2023 | ||||||||
| Salary costs | (7 697 583 | ) | (7 981 055 | ) | ||||||
| Other operating costs | (5 535 816 | ) | (5 705 075 | ) | ||||||
| Operating profit/(loss) | (13 233 399 | ) | (13 686 130 | ) | ||||||
| Interest income | 324 937 | 406 693 | ||||||||
| Interest expense | (867 488 | ) | (609 160) | |||||||
| Foreign exchange income/(loss) | (40 735 | ) | (60 503) | |||||||
| Profit/(loss) before tax | (13 816 685 | ) | (13 949 100 | ) | ||||||
| Income tax | 4 | - | - | |||||||
| Profit/(loss) for the year | (13 816 685 | ) | (13 949 100 | ) | ||||||
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| 2024 | 2023 | |||||||
| Profit/(loss) for the year | (13 816 685 | ) | (13 949 100 | ) | ||||
| Other comprehensive income/(loss) | - | - | ||||||
| Total comprehensive income/loss (-) for the year | (13 816 685 | ) | (13 949 100 | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements
5
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF CASHFLOW
| 2024 | 2023 | |||||||||
| Operating activities: | ||||||||||
| Income/loss (-) before income tax | (13 816 685 | ) | (13 949 100 | ) | ||||||
| Non-cash interest | 9 | 866 749 | 609 095 | |||||||
| Change in working capital | (770 248 | ) | (288 486 | ) | ||||||
| Net cash used in operating activites | (13 720 184 | ) | (13 628 491 | ) | ||||||
| Investing activities: | ||||||||||
| Acquisition of mineral properties | 5 | - | - | |||||||
| Net cash used in investing activities | - | - | ||||||||
| Financing activities: | ||||||||||
| Issuance of share capital | 8 | 20 000 000 | - | |||||||
| Proceeds from shareholder loans | 9 | - | 10 000 000 | |||||||
| Repayment of shareholder loans | 9 | (10 000 000 | ) | - | ||||||
| Interest paid | 9 | (1 475 844 | ) | - | ||||||
| Net cash from financing activities | 8 524 156 | 10 000 000 | ||||||||
| Net change in cash and cash equivalents | (5 196 028 | ) | (3 628 491 | ) | ||||||
| Cash and cash equivalents at beginning of period | 7 | 12 232 874 | 15 861 365 | |||||||
| Cash and cash equivalents at end of period | 7 | 7 036 846 | 12 232 874 | |||||||
The accompanying notes are an integral part of these consolidated financial statements
6
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Attributed to equity holders of the parent | ||||||||||||||||||
| Share | Accumulated | |||||||||||||||||
| Note | Share capital | premium | losses | Total equity | ||||||||||||||
| Equity 1 January 2023, restated *) | 10 550 000 | 18 685 395 | (4 915 768 | ) | 24 319 627 | |||||||||||||
| Loss for the period | - | - | (13 949 100 | ) | (13 949 100 | ) | ||||||||||||
| Other comprehensive income | - | - | - | - | ||||||||||||||
| Total comprehensive income/(loss) | - | - | (13 949 100 | ) | (13 949 100 | ) | ||||||||||||
| Reduction of share premium to cover losses | - | (13 912 542 | ) | 13 912 542 | - | |||||||||||||
| Equity 31 December 2023 | 10 550 000 | 4 772 853 | (4 952 326 | ) | 10 370 527 | |||||||||||||
| Equity 1 January 2024 | 10 550 000 | 4 772 853 | (4 952 326 | ) | 10 370 527 | |||||||||||||
| Loss for the period | - | - | (13 816 685 | ) | (13 816 685 | ) | ||||||||||||
| Other comprehensive income | - | - | - | - | ||||||||||||||
| Total comprehensive income/(loss) | - | (13 816 685 | ) | (13 816 685 | ) | |||||||||||||
| Share issue | 8 | 4 000 000 | 16 000 000 | 20 000 000 | ||||||||||||||
| Reduction of share premium to cover losses | - | (13 784 517 | ) | 13 784 517 | - | |||||||||||||
| Equity 31 December 2024 | 14 550 000 | 6 988 336 | (4 984 494 | ) | 16 553 842 | |||||||||||||
*) The adjustment to opening accumulated losses as at January 1, 2023 reflects a change in accounting policy resulting from the Company’s first-time adoption of IFRS. These adjustments include expensing of exploration and evaluation cost that were previously capitalized under Norwegian GAAP, and the inclusion of the subsidiary Nussir Holding AS in the IFRS consolidated financial statements. This subsidiary was not included in the Norwegian GAAP financial statements. Refer to Note 14 – First-time Adoption of IFRS.
The accompanying notes are an integral part of these consolidated financial statements
7
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 1) | Corporate information |
Nussir ASA (“Nussir” or “the Company”) AS is a private limited liability company incorporated and domiciled in Norway, with its main office in Sjøgata 9, Hammerfest, Norway.
Nussir is at the date of issue of these financial statements a 93.55% owned subsidiary of Blue Moon Metals Inc., a Canadian mining company listed on the TSX Venture Exchange. The Company is engaged in the exploration and development of mineral assets in the Hammerfest municipality of northern Norway. Nussir has licences to and is engaged in development on the Nussir and Ulveryggen copper deposits in the geological Repparfjord area. As of the reporting date, the Company is in the exploration and evaluation phase.
These financial statements were approved for issue by the Company’s Board of Directors on 11 May 2025.
2) Material accounting policies
Basis of preparation
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards ® (“IFRS”) as issued by the IASB.
These financial statements represent the first annual financial statements of the Company prepared in accordance with IFRS. The Company has applied IFRS 1 – First-time Adoption of IFRS. The Company has previously prepared its financial statements in accordance with the Norwegian Accounting Act and generally accepted accounting principles in Norway (“Norwegian GAAP”) Further details regarding the transition from Norwegian GAAP to IFRS, including reconciliations and changes in accounting policies, are presented in Note 14.
These consolidated financial statements have been prepared on a historical cost basis. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The consolidated financial statements are presented in Norwegian Krone (unless otherwise stated), and Norwegian Krone is also the functional currency of the Company and its subsidiary.
These consolidated financial statements include the accounts of the Company, and its 100% controlled subsidiary Nussir Holding AS. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All significant inter-company transactions and balances have been eliminated.
Going concern
The Company is engaged in the exploration and evaluation of mineral properties located in Norway. The nature of the Company’s activities requires ongoing expenditures related to property maintenance, exploration and technical evaluation work. The Company has not yet generated any revenue from mining operations and remains in the exploration and evaluation phase.
On February 26, 2025, the Company was acquired by Blue Moon Metals Inc. as part of a broader transaction involving the acquisition of Norwegian copper assets. Following the acquisition, Blue Moon Metals Inc. became the Company’s sole shareholder and will provide financial support to enable the Company to meet its obligation to continue exploration activities.
The accompanying notes are an integral part of these consolidated financial statements
8
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
The Company’s ability to continue as a going concern is therefore dependent on the ongoing financial support of Blue Moon Metals Inc., including its ability to raise funds through equity financing or other arrangements. These financial statements have been prepared in accordance with IFRS® Accounting Standards on a going concern basis.
As part of the acquisition, Blue Moon Metals Inc., completed a significant equity financing that included proceeds earmarked for advancing the newly acquired Norwegian properties, including those held by Nussir. While Blue Moon Metals Inc. has successfully raised capital to date, there is no assurance that it will continue to do so in the future. This results in material uncertainties that may cast doubt on the Company’s ability to continue as a going concern.
These consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities and the reported expenses and statement of financial position classifications that might be necessary were the Company not able to continue as a going concern.
Balance sheet classification
Current assets and current liabilities include items due less than a year from the balance sheet date, and items related to the operating cycle. Other assets and liabilities are classified as noncurrent.
Mineral property interests and exploration expenditures
All direct costs related to the acquisition of exploration and evaluation assets are capitalized upon acquiring the legal right to explore a property. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development, are charged to profit or loss as incurred.
In accordance with IAS 36 – Impairment of Assets, upon transition to the development stage the Company is required to assess the recoverable amount of development assets against its carrying amount.
Exploration and evaluation costs are expensed as incurred while the Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. If and when the Company’s management determines that economically extractable proven or probable mineral reserves have been established, the subsequent costs incurred to develop such property, including costs to further delineate the ore body will be capitalized.
Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title. Property titles may be subject to unregistered prior agreements and noncompliance with regulatory requirements.
Impairment of assets
At the end of each reporting period, the Company reviews the carrying amounts of its mineral property interests to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset or cash-generating unit (“CGU”) is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For an asset that does not generate largely independent cash flows, the amount is determined for the CGU to which the asset belongs.
The accompanying notes are an integral part of these consolidated financial statements
9
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
If the recoverable amount of an asset or CGU is estimated to be less than its recorded amount, the recorded amount of the asset or CGU is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.
Receivables
Trade receivables are recognized in the Balance Sheet at their transaction price after a deduction for the provision for credit losses. Historically there have been no significant credit losses.
Borrowings
All loans and borrowings are initially recognized at cost, being the fair value of the consideration received net of transaction/issue costs associated with the borrowing. After initial recognition, interests bearing loans and borrowings are subsequently measured at amortized cost using the effective interest method. Any difference between the consideration received net of transaction/issue costs associated with the borrowing and the redemption value, is recognized in the income statement over the term of the loan.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less.
Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.
Environmental expenditures
The operations of the Company may in the future be affected by changes in environmental regulations, including those relating to future reclamation and site restoration. The likelihood of new regulations and their overall effect upon the Company are unknown and unpredictable. The Company plans to meet and, if possible, surpass standards set by legislation, by applying technically proven and economically feasible measures.
Environmental expenditures relating to ongoing environmental and reclamation programs are charged to operations, or are capitalized and amortized, depending on their future economic benefits, over the estimated remaining life of the related business operation, net of expected recoveries. Liabilities related to environmental protection and reclamation costs are recognized when the obligation is incurred and the fair value of the related costs can be reasonably estimated. This includes future removal and site restoration costs required by environmental law or contracts.
Given the Company is in the early stages of mineral exploration and has not yet commenced site development or any activities resulting in environmental disturbance, no restoration or reclamation liabilities have been recognized. The Company will assess its obligations as activities advance toward development and production.
The accompanying notes are an integral part of these consolidated financial statements
10
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate en ti ties. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Income taxes
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the period, adjusted for amendments to tax payable for previous years.
Deferred tax assets and liabilities are computed by providing for temporary differences between the carrying amounts of assets and liabilities on the consolidated statements of financial position and their corresponding tax values, using the enacted or substantially enacted income tax rates at each consolidated statement of financial position date. Deferred tax assets also result from unused losses and other deductions carried forward. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Segment reporting
The Group is engaged in exploration and evaluation activities related to minerals in the Hammerfest municipality, Norway, and this is the Group’s only segment.
New accounting policies adopted January 1, 2024
New standards and amendments to standards and interpretations effective from 1 January 2024 did not have any significant impact on the financial statements.
New standards and interpretations not yet adopted
New standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2025 and have not been applied in preparing these financial statements. None of these are expected to have any significant impact on the company’s financial statements, except for IFRS 18 Presentation and Disclosure in Financial Statements effective from 1 January 2027. The Group is currently assessing the potential impact of this new standard.
| 3) | Use of judgements and estimates |
Significant Judgements
The preparation of these consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern: The assumption of the going concern of the Company as discussed in note 2 above.
The accompanying notes are an integral part of these consolidated financial statements
11
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Estimations and assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Exploration and Evaluation Assets
As at December 31, 2024, the Company does not recognize any exploration and evaluation assets on its statement of financial position. However, management assesses indicators of impairment on any capitalized amounts should they arise and considers factors such as geological results, changes in permitting status, or significant changes in commodity prices.
Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. The Company has not recognized any deferred tax assets in respect of unused tax losses as it is not yet probable that taxable profit will be available against which these losses can be utilized.
| 4) | Income taxes |
The Group has incurred substantial tax losses carried forward and the related tax asset is shown in the table below. At this stage, the Group cannot substantiate that there will be sufficient future taxable income to be able to realize the Group’s unused tax losses, and therefore the Group has not recognized deferred tax assets at 31 December 2024. Tax losses can be carried forward indefinitely in Norway.
The accompanying notes are an integral part of these consolidated financial statements
12
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
The following table shows the reconciliation of expected tax using the nominal tax rate to the actual tax (expense)/income:
| 2024 | 2023 | |||||||
| Income/loss (-) before tax | (13 816 685 | ) | (13 949 100 | ) | ||||
| Nominal tax rate | 22 | % | 22 | % | ||||
| Expected income tax expense (-)/income | 3 039 671 | 3 068 802 | ||||||
| Non-deductible costs | (576 190 | ) | - | |||||
| Change in valuation allowance deferred tax asset | (2 463 481 | ) | (3 068 802 | ) | ||||
| Tax expense H/income | - | - | ||||||
| 5) | Mineral Properties |
The carrying amount of NOK 10 million represents acquired mineral properties at Ulveryggen, a copper deposit by Repparfjorden in the Hammerfest municipality, Norway. The mineral properties were purchased in 2011 and there have been no additions, amortization or impairment of these mineral properties since acquisition.
The mineral properties will be included in the basis for UoP amortization together with other general investments in the mine and will be amortized once the mine is in production.
Management assesses indicators of impairment at each reporting period and tests mineral properties for impairment when facts or circumstances suggest the carrying amount may exceed recoverable value.
| 6) | Prepayments and other receivables |
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Prepayments | 61 116 | 89 244 | 87 370 | |||||||||
| Receivable from shareholder (1) | 1 347 624 | - | - | |||||||||
| VAT receivable | - | 70 727 | 110 010 | |||||||||
| Totalt | 1 408 740 | 159 971 | 197 380 |
(1) See note 13.
| 7) | Cash and cash equivalents |
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Bank deposits, unrestricted | 6 790 517 | 11934 253 | 15 518 816 | |||||||||
| Restriced cash, employee withholding taxes | 246 329 | 298 621 | 342 549 | |||||||||
| Total cash and cash equivalents | 7 036 846 | 12 232 874 | 15 861 365 | |||||||||
The accompanying notes are an integral part of these consolidated financial statements
13
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 8) | Share Capital |
| Number of shares outstanding | Ordinary Shares | |||
| 2023: | ||||
| Opening balance | 105 500 000 | |||
| Share issue | ||||
| 31 December 2023 | 105 500 000 | |||
| 2024: | ||||
| Opening balance | 105 500 000 | |||
| Share issue | 40 000 000 | |||
| 31 December 2024 | 145 500 000 | |||
All shares carry equal rights and has a par value of NOK 0.10 per share.
Share issue in 2024
In July 2024 Nussir completed a share issue to existing shareholders of 40 000 000 shares with gross proceeds of NOK 20.0 million.
| Number of | ||||||||
| The largest shareholders in % of outstanding 31.12.2024 | Shares | Percentage | ||||||
| Monial AS | 46 700 000 | 32,10 | % | |||||
| Baker Steel RT Ltd. | 31 385 361 | 21,57 | % | |||||
| Antaeus AS (CEO) | 14 959 000 | 10,28 | % | |||||
| Nils Thrane | 10 018 100 | 6,89 | % | |||||
| Euroclear Bank SA | 8 951 432 | 6,15 | % | |||||
| Harald Nilsen AS | 5 076 923 | 3,49 | % | |||||
| Lokalkapital AS | 4 153 846 | 2,85 | % | |||||
| LNS AS | 4 076 923 | 2,80 | % | |||||
| Waxa AS | 3 000 000 | 2,06 | % | |||||
| Other shareholders | 17 178 415 | 11,81 | % | |||||
| Sum | 145 500 000 | 100,00 | % | |||||
| 9) | Shareholder loans |
The Company was in June 2023 provided with shareholder loans from its two main shareholders: NOK 8 million from Monial AS and NOK 2 million from Baker Steel RT Ltd. The loans carried interest of 14% and had maturity in June 2025. The loans were repaid in 2024.
The accompanying notes are an integral part of these consolidated financial statements
14
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Changes in shareholder loans:
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Shareholder loans period beginning | 10 609 095 | - | - | |||||||||
| Cash flows: | - | |||||||||||
| Proceeds from shareholder loans | - | 10 000 000 | - | |||||||||
| Repayment of shareholder loans | (10 000 000 | ) | - | |||||||||
| Interest paid | (1 475 844 | ) | - | |||||||||
| Total cash flows | (11 475 844 | ) | 10 000 000 | - | ||||||||
| Non-cash changes: | ||||||||||||
| Accrued interest | 866 749 | 609 095 | - | |||||||||
| Total shareholder loans period end | - | 10 609 095 | - |
10) Financial instruments and financial risk management
Overview
The Company is exposed to a variety of risks, including credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Company's exposure to each of the above mentioned risks, and the Company's objectives, policies and processes for managing such risks. The note also presents the Company's objectives, policies and processes for managing capital.
Liquidity risk
Liquidity risk is the risk of being unable to pay financial liabilities as they fall due. The Group's approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its financial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group's reputation.
The Group did at year end 2024 not have sufficient capital to finance the necessary investments until operations can achieve positive cash flow from operations, and is, therefore, dependent on the availability of new capital to finance them. The Group's ability to fund future activities will partly depend on external conditions, which the Group has no control over. Should the project fail to materialize, there arises a risk that all or part of the value capitalized would not be realized.
Market risk
Market risk consists of the risk that real value or future cash flow related to financial instruments will vary as a consequence of fluctuation in market prices. Market risk includes, but is not limited to, currency risk, interest rate risk and price risk from sales. Currently, the Group has no exposure to price risk from sale of goods, and no financial instruments have been entered into related to future expected exposures. To a limited extent, the Group has market risk from financial instruments such as cash and cash equivalents and trade payables.
(i) Variable interest rate risk
The Group’s cash and cash equivalents are exposed to changes in the market interest rate on bank deposits. The Group’s exposure on the result at year end 2024 is approximately +/-NOK 70 thousand per percentage-point change in the variable market interest rate (2023: NOK 122 thousand).
The accompanying notes are an integral part of these consolidated financial statements
15
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
(ii) Currency exchange risk
Throughout 2024 and as per the date of this report, the Group had no currency exposure of significance.
Credit risk
Credit risk is the risk of financial losses if a customer or counterpart of a financial instrument is unable to meet contractual obligations.
The Group’s current business has only limited credit risk. Cash and cash equivalents and security deposits in banks represent a large portion of the Group’s financial assets at 31 December 2024. There has not been recognized any loss on receivables in 2024 or 2023.
Political risk
In addition to financial risk, the Group is exposed to political risk related to its mining project. The political risk includes the risk of not obtaining or extending the relevant governmental permits necessary to extract and produce minerals from the mining project.
Categories and fair value of financial instruments
The carrying amounts on the balance sheet of cash and cash equivalents, receivables, payables to suppliers, interest bearing loans and other short-term financial items are close to fair value due to the short time period till maturity. All of the Group's financial assets and financial liabilities are in the category amortized cost and all amounts shown in the table below are equal to the carrying amounts. Prepayments, accrued receivables, VAT, public duties payable and accrued expenses are not included.
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Financial assets: | ||||||||||||
| Financial receivables | 1 347 624 | - | - | |||||||||
| Cash and cash equivalents | 7 036 846 | 12 232 874 | 15 861 365 | |||||||||
| Total financial assets | 8 384 470 | 12 232 874 | 15 861 365 | |||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable | 528 134 | 238 242 | 376 984 | |||||||||
| Shareholder loans | - | 10 609 095 | - | |||||||||
| Total financial liabilities | 528 134 | 10 847 337 | 376 984 |
11) Other current liabilities
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Tax withholding and social security accrual | 351 456 | 456 923 | 369 065 | |||||||||
| Employee salary and holiday pay accrual | 647 550 | 640 860 | 686 448 | |||||||||
| VAT payable | 331066 | - | - | |||||||||
| Accrued expenses and other current liabilities | 33 537 | 77 197 | 306 620 | |||||||||
| Total | 1 363 610 | 1 174 981 | 1 362 134 |
The accompanying notes are an integral part of these consolidated financial statements
16
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
12) Investment in subsidiaries
Nussir ASA has one subsidiary:
| Location | Incorporated | Ownership | ||||||
| Nussir Holding AS | Hammerfest, Norway | 2022 | 100 | % | ||||
13) Related parties and compensation of management
All related party transactions are conducted on terms equivalent to those that prevail in arm’s length transactions.
Compensation to Chief Executive Officer (CEO) and Board of Directors:
| Compensation to CEO: | 2024 | 2023 | ||||||
| Salary | 2 541 389 | 2 120 959 | ||||||
| Pension contribution | 169 534 | 162 142 | ||||||
| Other compensation | 8 244 | 7 557 | ||||||
| Total | 2 719 167 | 2 290 658 |
Pensions
The Group has had a defined contribution pension plan for its employees which satisfies the statutory requirements in the Norwegian law on required occupational pension ("lov om obligatorisk tjenestepensjon"). The CEO is participating in the defined contribution plan.
| Compensation to Board of Directors: | 2024 | 2023 | ||||||
| Board fees | 800 000 | 800 000 |
Receivable from CEO/shareholder
In connection with the share issue in 2024, salary was paid out from the company to the CEO and payroll taxes were paid. The net salary payment was used to subscribe for shares in the company. See note 6. This is not in accordance with the Norwegian Companies Act, sections 8-10. The board considers the salary payment to have had no negative consequences for the company's shareholders or creditors, but it has decided that the funds should be repaid. The funds were repaid on 21 February 2025.
Shares owned/controlled by members of the Board and senior management as of 31 December 2024:
| Shareholder | Number
of Shares | Percentage | ||||||
| Antaeus AS *) | 14 959 000 | 10,28 | % | |||||
| Karin Thorburn, Board member | 1 000 000 | 0,69 | % | |||||
*) Controlled by the CEO.
The accompanying notes are an integral part of these consolidated financial statements
17
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Shares owned/controlled by members of the Board and senior management as of 31 December 2023:
| Shareholder | Number of Shares | Percentage | ||||||
| Antaeus AS *) | 4 366 237 | 4,14 | % | |||||
| Antaeus Pro AS *) | 4 200 000 | 3,98 | % | |||||
*) Controlled by the CEO.
Shareholder loans
Nussir was provided a total of NOK 10 million in shareholder loans from its two main shareholders in 2023. The loans were repaid in 2024. See note 9.
14) First-time adoption of IFRS
These financial statements are the first annual financial statements of the Company prepared in accordance with IFRS, as issued by the International Accounting Standards Board. The Company has issued Norwegian GAAP financial statements for 2024 but is reissuing and implementing IFRS effective January 1, 2024. The date of transition to IFRS was January 1, 2023.
The Company has applied IFRS 1 – First-time Adoption of International Financial Reporting Standards, which requires retrospective application of all IFRS standards in effect as of the reporting date, with certain optional exemptions and mandatory exceptions.
Adjustments on transition to IFRS relate to:
| 1) | A change in accounting policy for exploration and evaluation expenditures. Under Norwegian GAAP, the Company capitalized certain exploration and development costs related to early exploration activities. Under IFRS, the Company's accounting policy is to expense such expenditures as incurred in accordance with IFRS 6. | |
| 2) | The subsidiary Nussir Holding AS was not consolidated in the Norwegian GAAP financial statements for Nussir ASA previously issued. |
Reconciliation of equity:
| 31.12.2024 | 31.12.2023 | 01.01.2023 | ||||||||||
| Total shareholders’ equity under Norwegian GAAP | 21 538 336 | 15 322 852 | 29 235 395 | |||||||||
| Adjustment to expense exploration costs | (4 878 701 | ) | (4 878 701 | ) | (4 878 701 | ) | ||||||
| Adjustment to consolidate subsidiary | (105 793 | ) | (73 624 | ) | (37 067 | ) | ||||||
| Total shareholders' equity under IFRS | 16 553 842 | 10 370 527 | 24 319 627 |
The accompanying notes are an integral part of these consolidated financial statements
18
Nussir ASA
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Reconciliation of comprehensive income:
| 2024 | 2023 | |||||||
| Total comprehensive income/loss (-) for the year under Norwegian GAAP | (13 784 516 | ) | (13 912 543 | ) | ||||
| Adjustment to consolidate subsidiary | (32 169 | ) | (36 557 | ) | ||||
| Total comprehensive income/(loss) for the year under IFRS | (13 816 685 | ) | (13 949 100 | ) |
15) Events after balance sheet date
In December 2024 Blue Moon Metals Inc. (“Blue Moon”) a mining company listed on the TSX Venture exchange in Canada, Nussir ASA and Nye Sulitjelma Gruver AS (“NSG”) announced that the parties had entered into an agreement pursuant to which Blue Moon agreed to acquire 93.55% of the issued and outstanding shares of Nussir and 100% of the shares in NSG. The agreement closed in February 2025, and at the date of this report Nussir is a subsidiary of Blue Moon.
The accompanying notes are an integral part of these consolidated financial statements
19
Schedule B
The audited consolidated financial statements of NSG as at and for the year ended December 31, 2024, together with the notes thereto and the independent auditor's report thereon
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(expressed in Norwegian Krone)
![]() |
KPMG AS Sjøgata 8 N-9008 Tromsø |
Telephone
+47 45 40 40 63 Internet www.kpmg.no Enterprise 935 174 627 MVA |
To the General Meeting of Nye Sulitjelma Gruver AS
Independent Auditor’s Report
Opinion
We have audited the consolidated financial statements of Nye Sulitjelma Gruver AS and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at 1 January 2023, 31 December 2023 and 31 December 2024, the consolidated statement of loss and comprehensive loss, consolidated statement of changes in shareholders’ equity and consolidated statement of cash flows for the years ended 31 December 2023 and 31 December 2024, and notes to the financial statements, including material accounting policy information.
In our opinion
| · | the financial statements comply with applicable statutory requirements, |
| · | the consolidated financial statements give a true and fair view of the financial position of the Group as at 1 January 2023, 31 December 2023 and 31 December 2024, and its financial performance and its cash flows for the years ended 31 December 2023 and 31 December 2024 in accordance with IFRS Accounting Standards as issued by the IASB. |
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of the Board of Directors and the Managing Director for the Financial Statements
The Board of Directors and the Managing Director (management) are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the IASB, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
| · | identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. |
| · | obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control. |
| · | evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. |
| · | conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. |
| · | evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. |
| · | obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Tromsø
KPMG AS
Stig-Tore Richardsen
State Authorised Public Accountant
(This document is signed electronically)
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS AT
| December 31, | December 31, | January 1, | ||||||||||||||
| NOTE | 2024 | 2023 | 2023 | |||||||||||||
| NOK | NOK | NOK | ||||||||||||||
| ASSETS | ||||||||||||||||
| Cash and cash equivalents | 695,147 | 703,018 | 83,536 | |||||||||||||
| Total current assets | 695,147 | 703,018 | 83,536 | |||||||||||||
| Mineral properties | 4 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||
| Total non-current assets | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||
| Total assets | 10,695,147 | 10,703,018 | 10,083,536 | |||||||||||||
| LIABILITIES | ||||||||||||||||
| Accounts payable and accrued liabilities | 5 | 285,474 | 86,820 | 116,852 | ||||||||||||
| Total current liabilities | 285,474 | 86,820 | 116,852 | |||||||||||||
| Shareholder loans | 6 | - | 15,434,113 | 12,513,453 | ||||||||||||
| Total non-current liabilities | - | 15,434,113 | 12,513,453 | |||||||||||||
| Total liabilities | 285,474 | 15,520,933 | 12,630,304 | |||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||||||
| Share capital | 8 | 4,356,000 | 4,060,000 | 4,060,000 | ||||||||||||
| Contributed surplus | 8 | 17,053,648 | - | - | ||||||||||||
| Deficit | (10,999,975 | ) | (8,877,915 | ) | (6,606,769 | ) | ||||||||||
| Total shareholders’ equity | 10,409,673 | (4,817,915 | ) | (2,546,769 | ) | |||||||||||
| Total shareholders’ equity and liabilities | 10,695,147 | 10,703,018 | 10,083,536 | |||||||||||||
Approved by the Board of Directors on May 11, 2025
| /s/ "Skott Mealer" | /s/ "Mona Soyland" | |
| Skott Mealer | Mona Søyland | |
| Chairman | Board Member | |
| /s/ "Storker Bjornstad" | ||
| Størker Bjørnstad Board Member |
The accompanying notes for an integral part of these consolidated financial statements
4
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
| For the year ended December 31, | NOTE | 2024 | 2023 | |||||||||
| NOK | NOK | |||||||||||
| Salary costs | 451,456 | 335,229 | ||||||||||
| Other operating costs | 755,069 | 1,014,830 | ||||||||||
| Operating loss | 1,206,525 | 1,350,059 | ||||||||||
| Interest expense | 6 | 915,535 | 920,661 | |||||||||
| Foreign exchange loss | - | 427 | ||||||||||
| Loss before income tax | 2,122,060 | 2,217,147 | ||||||||||
| Income tax | 9 | - | - | |||||||||
| Loss for the year | 2,122,060 | 2,217,147 | ||||||||||
| Other comprehensive income | - | - | ||||||||||
| Total comprehensive loss for the year | 2,122,060 | 2,271,147 | ||||||||||
The accompanying notes for an integral part of these consolidated financial statements
5
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENT OF CASHFLOW
| For years ended December 31, | 2024 | 2023 | ||||||
| NOK | NOK | |||||||
| Operating activities | ||||||||
| Loss and comprehensive loss | (2,122,060 | ) | (2,271,147 | ) | ||||
| Items not affecting cash | ||||||||
| Shareholder accrued loan interest | 915,535 | 920,661 | ||||||
| Change in non-cash working capital | 198,654 | (30,032 | ) | |||||
| Cash used in operating activities | (1,007,871 | ) | (1,380,518 | ) | ||||
| Financing activities | ||||||||
| Proceeds from shareholder loans | 1,000,000 | 2,000,000 | ||||||
| Cash used in financing activities | 1,000,000 | 2,000,000 | ||||||
| Change in cash and cash equivalents | (7,871 | ) | 619,482 | |||||
| Cash and cash equivalents – beginning | 703,018 | 83,536 | ||||||
| Cash and cash equivalents - ending | 695,147 | 703,018 | ||||||
The accompanying notes for an integral part of these consolidated financial statements
6
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Number of | Contributed | Shareholders' | ||||||||||||||||
| NOTE | shares | Share capital | surplus | Deficit | equity | |||||||||||||
| NOK | NOK | NOK | NOK | |||||||||||||||
| January 1, 2023 (restated)1 | 4,060 | 4,060,000 | - | (6,606,769 | ) | (2,546,769 | ) | |||||||||||
| Loss and comprehensive loss | - | - | - | (2,271,147 | ) | (2,271,147 | ) | |||||||||||
| December 31, 2023 | 4.060 | 4,060,000 | - | (8,877,915 | ) | (4,817,915 | ) | |||||||||||
| Conversion of shareholder loan to equity | 8 | 296 | 296,000 | 17,053,648 | - | 17,349,648 | ||||||||||||
| Loss and comprehensive loss | - | - | - | (2,122,060 | ) | (2,122,060 | ||||||||||||
| December 31, 2024: | 4,356 | 4,356,000 | 17,053,648 | (10,999,975 | ) | 10,409,673 | ) | |||||||||||
1 The adjustment to opening deficit as at January 1, 2023 reflects a change in accounting policy resulting from the Company’s first-time adoption of IFRS. These adjustments include expensing of exploration and evaluation cost that were previously capitalized under Norwegian GAAP, and the elimination of contributed surplus without an offsetting investment under the consolidation of Sulitjelma Mineral AS. Refer to Note 4 – First-time Adoption of IFRS.
The accompanying notes for an integral part of these consolidated financial statements
7
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 1) | Nature of Operations and Going Concern |
| a) | Nature of operations |
Nye Sulitjelma Gruver AS (“NSG” or the “Company”) is a wholly owned subsidiary of Blue Moon Metals Inc., a Canadian mining company listed on the TSX Venture Exchange. Incorporated under Norwegian law, NSG is focused on the exploration and development of mineral assets in the Sulitjelma region of northern Norway. The Company’s registered office is located at Industriveien 22, Fauske, Norway. NSG holds rights to a brownfield underground mining project located in the historic Sulitjelma mine area. As of the reporting date, the Company is in the exploration and evaluation phase.
The Company’s consolidated financial statements were authorized for issue by the Board of Directors on May 11, 2025.
| b) | Going concern |
The Company is engaged in the exploration and evaluation of mineral properties located in Norway. The nature of the Company’s activities requires ongoing expenditures related to property maintenance, exploration and technical evaluation work. The Company has not yet generated any revenue from mining operations and remains in the exploration and evaluation phase.
On February 26, 2025, the Company was acquired by Blue Moon Metals Inc. as part of a broader transaction involving the acquisition of Norwegian copper assets. Following the acquisition, Blue Moon Metals Inc. became the Company’s sole shareholder and will provide financial support to enable the Company to meet its obligation to continue exploration activities.
The Company’s ability to continue as a going concern is therefore dependent on the ongoing financial support of Blue Moon Metals Inc., including its ability to raise funds through equity financing or other arrangements. These financial statements have been prepared in accordance with IFRS Accounting Standards on a going concern basis.
As part of the acquisition, Blue Moon Metals Inc., completed a significant equity financing that included proceeds earmarked for advancing the newly acquired Norwegian properties, including those held by NSG. While Blue Moon Metals Inc. has successfully raised capital to date, there is no assurance that it will continue to do so in the future. This results in material uncertainties that may cast doubt on the Company’s ability to continue as a going concern.
These consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities and the reported expenses and statement of financial position classifications that might be necessary were the Company not able to continue as a going concern.
| c) | First time adoption of IFRS |
These financial statements represent the first annual financial statements of the Company prepared in accordance with IFRS. The Company has applied IFRS 1 – First-time Adoption of IFRS. Further details regarding the transition from Norwegian GAAP to IFRS, including reconciliations and changes in accounting policies, are presented in Note 4.
The accompanying notes for an integral part of these consolidated financial statements
8
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 2) | Basis of Presentation and Summary of Material Accounting Policies |
| a) | Basis of Presentation and Measurement |
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
These consolidated financial statements have been prepared on a historical cost basis, except for certain items at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information, which is presented on a cash basis. The functional currency of the Company is the Norwegian Krone (“NOK”), and all amounts are expressed in Norwegian Krone, unless otherwise stated.
| b) | Material Accounting Policies |
Basis of consolidation
These consolidated financial statements include the accounts of the Company and its 100% controlled subsidiary Sulitjelma Mineral AS. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All significant intercompany transactions and balances have been eliminated.
Balance sheet classification
Current assets and current liabilities include items due less than a year from the balance sheet date, and items related to the operating cycle. Other assets and liabilities are classified as noncurrent.
Mineral property interests and exploration expenditures
All direct costs related to the acquisition of exploration and evaluation assets are capitalized upon acquiring the legal right to explore a property. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development, are charged to profit or loss as incurred.
In accordance with IAS 36 – Impairment of Assets, upon transition to the development stage the Company is required to assess the recoverable amount of its development assets against its carrying value.
Exploration and evaluation costs are expensed as incurred while the Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. If and when the Company’s management determines that economically extractable proven or probable mineral reserves have been established, the subsequent costs incurred to develop such property, including costs to further delineate the ore body will be capitalized.
Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title. Property titles may be subject to unregistered prior agreements and noncompliance with regulatory requirements.
The accompanying notes for an integral part of these consolidated financial statements
9
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Impairment of assets
At the end of each reporting period, the Company reviews the carrying amounts of its mineral property interests to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset or cash-generating unit (“CGU”) is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For an asset that does not generate largely independent cash flows, the amount is determined for the CGU to which the asset belongs.
If the recoverable amount of an asset or CGU is estimated to be less than its recorded amount, the recorded amount of the asset or CGU is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities are recognized at fair value on initial recognition and subsequently measured at amortized cost. Due to their short-term nature, their carrying amounts approximate fair value.
Borrowings
Loans and borrowings are initially recognized at fair value, net of directly attributable transaction costs. After, initial recognition, interest-bearing loans are measured at amortized cost using the effective interest method. The difference between the proceeds (net of transaction costs) and the redemption amount is recognized in the statement of loss over the term of the loans using the effective interest rate.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less. As at December 31, 2024, the Company had cash of NOK 695,147 (2023: NOK 703,018).
Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.
Environmental expenditures
The operations of the Company may in the future be, affected by changes in environmental regulations, including those relating to future reclamation and site restoration. The likelihood of new regulations and their overall effect upon the Company are unknown and unpredictable. The Company plans to meet and, if possible, surpass standards set by legislation, by applying technically proven and economically feasible measures.
The accompanying notes for an integral part of these consolidated financial statements
10
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Environmental expenditures relating to ongoing environmental and reclamation programs are charged to operations, or are capitalized and amortized, depending on their future economic benefits, over the estimated remaining life of the related business operation, net of expected recoveries. Liabilities related to environmental protection and reclamation costs are recognized when the obligation is incurred and the fair value of the related costs can be reasonably estimated. This includes future removal and site restoration costs required by environmental law or contracts.
Given the Company is in the early stages of mineral exploration and has not yet commenced site development or any activities resulting in environmental disturbance, no restoration or reclamation liabilities have been recognized. The Company will assess its obligations as activities advance toward development and production.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate en ti ties. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Income taxes
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the period, adjusted for amendments to tax payable for previous years.
Deferred tax assets and liabilities are computed by providing for temporary differences between the carrying amounts of assets and liabilities on the consolidated statements of financial position and their corresponding tax values, using the enacted or substantially enacted, income tax rates at each consolidated statement of financial position date. Deferred tax assets also result from unused losses and other deductions carried forward. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
New accounting policies adopted January 1, 2024
New standards and amendments to standards and interpretations effective from 1 January 2024 did not have any significant impact on the financial statements.
New standards and interpretations not yet adopted
New standards and amendments to standards and interpretations are effective for annual periods beginning on or after 1 January 2025 and have not been applied in preparing these financial statements. None of these are expected to have any significant impact on the company’s financial statements, except for IFRS 18 Presentation and Disclosure in Financial Statements effective from 1 January 2027. The Group is currently assessing the potential impact of this new standard.
The accompanying notes for an integral part of these consolidated financial statements
11
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| c) | Significant Judgements and Estimates in Applying the Company’s Accounting Policies Significant Judgements |
The preparation of these consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern: The assumption of the going concern of the Company as discussed in Note 1(b) above.
Estimations and assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
Exploration and Evaluation Assets
As at December 31, 2024, the Company does not recognize any exploration and evaluation assets on its statement of financial position. However, management assesses indicators of impairment on any capitalized amounts should they arise and considers factors such as geological results, changes in permitting status, or significant changes in commodity prices.
Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. The Company has not recognized any deferred tax assets in respect of unused tax losses as it is not yet probable that taxable profit will be available against which these losses can be utilized.
| 3) | First-time Adoption of IFRS |
These financial statements are the first annual financial statements of the Company prepared in accordance with IFRS, as issued by the International Accounting Standards Board. The Company transitioned from Norwegian GAAP to IFRS effective January 1, 2024. The date of transition to IFRS was January 1, 2023.
The Company has applied IFRS 1 – First-time Adoption of International Financial Reporting Standards, which requires retrospective application of all IFRS standards in effect as of the reporting date, with certain optional exemptions and mandatory exceptions. The Company elected to apply the deemed cost exemptions for its mineral properties, plant and equipment.
The accompanying notes for an integral part of these consolidated financial statements
12
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Adjustments on transition to IFRS relate to:
| 1) | A change in accounting policy for exploration and evaluation expenditures. Under Norwegian GAAP, the Company capitalized certain property acquisition and development costs related to early exploration activities. Under IFRS, such expenditures are expensed as incurred in accordance with IFRS 6. | |
| 2) | A write down of the Sulitjelma Mineral AS contributed surplus, prior to the transition date, resulting in a consolidation adjustment for the uneliminated equity. |
Reconciliation of Equity at Date of Transition – January 1, 2023
| Component | NOK | |||
| Total shareholders’ equity under Norwegian GAAP | (1,005,092 | ) | ||
| Adjustment to expense exploration costs (expensed under IFRS 6) | (1,791,677 | ) | ||
| Consolidation adjustment reserve (contributed surplus with no offsetting investment) | 250,000 | |||
| Total shareholders’ equity under IFRS | (2,546,769 | ) | ||
All IFRS transition adjustments were recognized directly to shareholders’ equity at January 1, 2023. No further adjustments occurred in 2023 under IFRS. All differences from Norwegian GAAP reflect the prior year transition impact.
Reconciliation of Comprehensive Income for the year ended December 31, 2023
There were no material adjustments to the total comprehensive loss for 2023 under IFRS, as all relevant adjustment were recognized in previous years. Therefore the loss and comprehensive loss reported under Norwegian GAAP for 2023 is consistent with IFRS.
| 4) | Mineral Properties |
| Sulitjelma
NOK | ||||
| December 31, 2023 and December 31, 2024 | 10,000,000 | |||
Mineral properties consist of the Company’s interest in the Sulitjelma copper project located in northern Norway. On December 15, 2021, the Company acquired 100% of the shares in Sulitjelma Minerals AS, the entity holding the rights to the Sulitjelma mineral property, for total consideration of NOK 10,000,000.
The acquisition was completed under Norwegian GAAP and was assessed on transition to IFRS as an asset acquisition rather than as a business combination, as the underlying transaction did not meet the definition of a business under IFRS 3.
The Company applied the deemed cost exemption under IFRS 1 for its mineral property interest and elected to carry forward the historical cost recognized under Norwegian GAAP as the deemed cost at the date of transition to IFRS (January 1, 2023).
Management assesses indicators of impairment at each reporting period and tests mineral properties for impairment when facts or circumstances suggest the carrying amount may exceed recoverable value.
The accompanying notes for an integral part of these consolidated financial statements
13
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 5) | Accounts Payable and Accrued Liabilities |
| For the years ended December 31, | 2024 | 2023 | ||||||
| NOK | NOK | |||||||
| Accounts payable | 165,545 | 21,996 | ||||||
| Tax withholding and social security accrual | 67,738 | 27,247 | ||||||
| Employee salary and holiday pay accrual | 52,191 | 37,577 | ||||||
| Total | 285,474 | 86,820 | ||||||
| 6) | Shareholder loans |
At December 31, 2023, the Company had two shareholder loan agreements with related parties, which were classified as non-current liabilities. These loans were entered into on December 1, 2021 and were not originally convertible into equity. However, the shareholders subsequently resolved to convert the outstanding loan balances into share capital in November 2024.
| Original Loan | Balance as at | |||||||||||
| Lender | Amount | Interest Rate | Maturity | December 31, 2023 | ||||||||
| Fauskebygg Holding AS | NOK | 5,000,000 | NIBOR + 2% | December 1, 2026 | NOK | 7,717,057 | ||||||
| Fauskebygg Invest AS | NOK | 5,000,000 | NIBOR + 2% | December 1, 2026 | NOK | 7,717,056 | ||||||
| Total | NOK | 10,000,000 | NOK | 15,434,113 |
The loans bore interest at commercial terms and were unsecured. Under the loan terms, the loans were interest only for the first five years, with no principal payments due until maturity.
Interest expense of NOK 915,535 was recognized in the statement of loss and comprehensive loss for the year ended December 31, 2024 (2023: NOK 920,661) in relation to these loans.
| 7) | Related Party Transactions |
At December 31, 2023, the Company had outstanding shareholder loans from the following related parties:
| · | Fauskebygg Holding AS, a Company related through a Director of the Company, held a shareholder loan of NOK 7,717,057 |
| · | Fauskebygg Invest AS, a Company related through a Director of the Company, held a shareholder loan of NOK 7,717,056 |
In November 2024, both loans were converted to share capital through a debt-for-equity transaction. Refer to Note 8 – Share Capital for further details.
Interest expense of NOK 915,535 (2023: NOK 920,661) was recognized in the 2024 statement of loss and comprehensive loss and accrued to the related parties.
All related party transactions were conducted on terms equivalent to those that prevail in arm’s length transactions.
The accompanying notes for an integral part of these consolidated financial statements
14
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 8) | Share Capital |
Common Shares
The following shows the Company’s issued and outstanding common shares and the prices at which the share are issued.
| Number of | Nominal Value | |||||||
| Common Shares | Per Share | |||||||
| Balance as at January 1, 2023 and December 31, 2023 | 4,060 | NOK | 1,000 | |||||
| Conversion of shareholder loan to equity | 296 | NOK | 1,000 | |||||
| Balance as at December 31, 2024 | 4,356 | |||||||
On November 6, 2024, the Company issued 296 ordinary shares at NOK 1,000 par value per share, resulting in a total increase in share capital of NOK 296,000.
The issuance was completed as part of a debt-for-equity conversion whereby a total of NOK 17,599,648 in shareholder loans and accrued interest owing to related parties (see note 6 and 7) was settled through the issuance of shares.
The transaction resulted in an increase to share capital of NOK 296,000 and an increase in contributed surplus of NOK 17,303,648, representing the excess value of debt converted over the nominal value of the shares issued.
| 9) | Taxes |
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| For the year ended December 31, | 2024 | 2023 | ||||||
| NOK | NOK | |||||||
| Loss for the year | (2,122,060 | ) | (2,271,147 | ) | ||||
| Expected income tax (recovery) | (466,853 | ) | (499,652 | ) | ||||
| Permanent differences | - | - | ||||||
| Change in unrecognized deductible temporary differences | 466,853 | 499,652 | ||||||
| Total income tax expense (recovery) | - | - | ||||||
The deferred tax assets have not been recognised in respect of the following items, because it is not probably that future taxable profit will be available against which the Group can use the benefits therefrom.
| For the year ended December 31, | 2024 | 2023 | ||||||
| NOK | NOK | |||||||
| Accumulated loss brought forward | (14,371,481 | ) | (12,103,334 | ) | ||||
| Non capital losses available for future periods | (2,122,060 | ) | (2,271,147 | ) | ||||
| Total loss carried forward | (16,496,541 | ) | (14,374,481 | ) | ||||
| Deferred tax asset (22%) | 3,629,239 | 3,162,386 | ||||||
The accompanying notes for an integral part of these consolidated financial statements
15
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
| 10) | Financial instruments and financial risk management |
Overview
The Company is exposed to a variety of risks, including credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Company’s exposure to each of the above-mentioned risks, and the Company’s objectives, policies and processes for managing such risks. The note also presents the Company’s objectives, policies and processes for managing capital.
Liquidity risk
Liquidity risk is the risk of being unable to pay financial liabilities as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have sufficient liquidity to meet its financial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group did at year end 2024 not have sufficient capital to finance the necessary investments until operations can achieve positive cash flow from operations, and is, therefore, dependent on the availability of new capital to finance them. The Group’s ability to fund future activities will partly depend on external conditions, which the Group has no control over. Should the project fail to materialize, there arises a risk that all or part of the value capitalized would not be realized.
Market risk
Market risk consists of the risk that real value or future cash flow related to financial instruments will vary as a consequence of fluctuation in market prices. Market risk includes, but is not limited to, currency risk, interest rate risk and price risk from sales. Currently, the Group has no exposure to price risk from sale of goods, and no financial instruments have been entered into related to future expected exposures. To a limited extent, the Group has market risk from financial instruments such as cash and cash equivalents and accounts payable payables.
| (i) | Variable interest rate risk |
The Group’s cash and cash equivalents are exposed to changes in the market interest rate on bank deposits. The Group’s exposure on the result at year end 2024 is approximately +/-NOK 7,000 per percentage-point change in the variable market interest rate (2023: NOK 7,000).
| (ii) | Currency exchange risk |
Throughout 2024 and as per the date of this report, the Group had no currency exposure of significance.
Credit risk
Credit risk is the risk of financial losses if a customer or counterpart of a financial instrument is unable to meet contractual obligations.
As at December 31, 2024, the Group’s exposure to credit risk is limited to cash and cash equivalents and security deposits held with reputable financial institutions. The Group does not have trade receivables or other significant credit exposures.
The accompanying notes for an integral part of these consolidated financial statements
16
Nye Sulitjelma Gruver AS
Consolidated Financial Statements
(Expressed in Norwegian Krone)
Political risk
In addition to financial risk, the Group is exposed to political risk related to its mining project. The political risk includes the risk of not obtaining or extending the relevant governmental permits necessary to extract and produce minerals from the mining project.
Categories and fair value of financial instruments
The carrying amounts on the balance sheet of cash and cash equivalents, payables to suppliers, interest bearing loans and other short-term financial items are close to fair value due to the short time period till maturity. All of the Group's financial assets and liabilities are in the category amortized cost and all amounts shown in the table below are equal to the carrying amounts. Public duties payable and accrued expenses are not included.
| December 31, 2024 | December 31, 2023 | January 1, 2023 | ||||||||||
| Financial assets: | ||||||||||||
| Cash and cash equivalents | 695,147 | 703,018 | 83,536 | |||||||||
| Total financial assets | 695,147 | 703,018 | 83,536 | |||||||||
| Financial liabilities: | ||||||||||||
| Accounts payable | 165,545 | 21,996 | 102,797 | |||||||||
| Shareholder loans | - | 15,434,113 | 12,513,453 | |||||||||
| Total financial liabilities | 165,545 | 15,456,109 | 12,616,250 | |||||||||
11) Subsequent Events
In December 2024 Blue Moon Metals Inc. ("Blue Moon"), a Canadian mining company listed on the TSX Venture Exchange, entered into a definitive agreement to acquire 93.55% of the issued and outstanding shares of Nussir ASA and 100% of the shares of NSG. The transaction closed on February 26, 2025, and as of the date of this report, both Nussir and NSG are subsidiaries of Blue Moon.
The accompanying notes for an integral part of these consolidated financial statements
17
Exhibit 99.82
|
Date:
News Release:
Ticker Symbols: |
May 08, 2025
25-12
TSXV: MOON; OTCQX: BMOOF |
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BLUE MOON METALS ANNOUNCES START OF MOBILIZATION FOR NUSSIR UNDERGROUND DEVELOPMENT, FOLLOW ON EQUITY INVESTMENT OF C$1.13M FROM MINING CONTRACTOR AND ENGAGEMENT OF MARKET MAKER
TORONTO, Ontario – May 8, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce the mobilization of Leonhard Nilsen & Sønner AS (“LNS”) in preparation for underground development of the exploration decline and confirmation of underground mining parameters at its Nussir Copper-Gold-Silver Project in Northern Norway (the “Project”). LNS is a highly skilled world class tunneling and mining contractor with extensive experience working in northern Norway and other jurisdictions. The work to be completed over the next year is expected to provide key inputs for engineering studies that the Company anticipates will lead to a final investment decision for the entire Project in 2026, including mine, process plant and tailings infrastructure.
Follow on Equity Investment
In addition to its initial C$4.2 million subscription that closed on December 19, 2024, LNS agreed to subscribe for an additional C$2.2 million of Blue Moon common shares upon the occurrence of two milestones, the first being the start of LNS underground mobilization at the Project, and the second being the date that is 10 months thereafter. With the Company achieving the first milestone, LNS subscribed for 376,833 common shares of Blue Moon at a price of C$3.00 per share for aggregate gross proceeds of C$1.13M (the “Financing”).
The Financing was approved by the TSX Venture Exchange (“TSXV”) and closed on May 8, 2025. No finder’s fees were paid in connection with the Financing, and the Common Shares issued pursuant to the Financing will be subject to a statutory 4-month and one day hold period from the date of issuance. The proceeds from the Financing will be used for underground development at the Project.
Engagement of Red Cloud Securities Inc.
Blue Moon has retained Red Cloud Securities Inc. (“Red Cloud”) to provide market stabilization and liquidity services in accordance with policies of the TSXV. Under the agreement, Red Cloud will trade the securities of the Company on the TSXV, adhering to regulatory exchange policies, to maintain market stability and liquidity for the Company’s common shares (“Services”).
In consideration for the Services, the Company will pay Red Cloud a monthly fee of $7,000 for a minimum term of three months. The fee for the first month shall be paid in advance and thereafter on a monthly basis. The agreement has a one-year term and may be terminated by either party upon 30 days’ written notice, after the initial minimum term of three months. Blue Moon and Red Cloud are unrelated and unaffiliated entities and, as at the time of the agreement, Red Cloud does not hold any interest, directly or indirectly, in the securities of Blue Moon. Red Cloud will not receive shares or options as compensation and the capital used for market-making will be provided by Red Cloud.
Red Cloud Securities Inc. is a Toronto-based Investment Dealer and a member of the Canadia Investment Regulatory Organization (CIRO), focused on providing a full range of brokerage services to all investor types focused in the junior resource sector. Its services include Investment Banking, Research, Institutional and Retail Trading, Institutional Sales, and Retail Investment Advisory services.
Page 1 of 3
|
Date:
News Release:
Ticker Symbols: |
May 08, 2025
25-12
TSXV: MOON; OTCQX: BMOOF |
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Stock Option Grant
The Company has granted a total of 24,000 incentive stock options under the Company’s share compensation plan to a consultant of the Company. The stock options have an exercise price of $3.00 per stock option and are exercisable for a period of five years from the date of grant. The stock options vest over three years with a third vesting every year and are governed by the terms and conditions of the Company’s stock option plan.
Qualified Person
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 Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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 relating to, among other things, the projections regarding the completion of work over the next year, the anticipated contribution of such work, the expected timing of a final investment decision for the Project in 2026, subscription of addition common shares by LNS, the statements regarding the use of proceeds from the Financing, and the maintenance of market stability and liquidity pursuant to the agreement with Red Cloud. 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.
Page 2 of 3
|
Date:
News Release:
Ticker Symbols: |
May 08, 2025
25-12
TSXV: MOON; OTCQX: BMOOF |
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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. Such factors include risks inherent in the exploration, development and operation of mineral deposits, including uncertainty of mineral resource estimates, risks of results not being as anticipated, risks of an investment decision not being made by 2026, risks of not achieving production, risks relating to changes in prices and the worldwide demand for and supply of minerals, risks related to increased competition and current global financial conditions, access and supply risks, reliance on mining contractor, operational risks, risks related to operations in foreign and developing countries and compliance with foreign laws, including risks relating to the acquisition of the necessary licenses and permits, capitalization and liquidity risks, title and environmental risks and risks relating to the failure to receive regulatory approvals. 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 Project and its 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.
Page 3 of 3
Exhibit 99.83
Date:
News Release:
Ticker Symbols: |
April 21, 2025
25-11
TSXV: MOON; OTCQX: BMOOF |
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BLUE MOON METALS APPOINTS BOI LINH DOIG AS VICE-PRESIDENT, MINING
TORONTO, Ontario – April 21, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce the appointment of Boi Linh Doig as Vice-President, Mining, as it continues to build out its management team to support the Company's continued growth in the development of its three polymetallic brownfield projects.
"We are delighted to welcome Boi Linh to our team,” said Christian Kargl-Simard, CEO of Blue Moon. “With her solid experience in underground mining within the challenging Red Lake Gold Camp over the last 20 years, she brings extensive expertise in both operational leadership and strategic mine planning and will be pivotal in the advancement of all three underground development projects.”
Mrs. Doig has over 20 years of underground experience in the mining industry. Most recently, she served as Principal Projects Engineer at Evolution Mining – Red Lake Operations, where she led a team in delivering several key projects resulting in significant cost savings and operational improvements. She has previously held several leadership roles, including Chief Mine Engineer with Newmont Goldcorp’s Red Lake Gold Mines, and Engineering Team Leader with Goldcorp at Musselwhite Mine. Throughout her career, she has demonstrated exceptional skills in managing multi-disciplinary engineering teams, optimizing mine operations, driving strategic initiatives, and executing projects that enhance safety, efficiency, and productivity. Mrs. Doig holds a Bachelor of Applied Sciences in Mineral Engineering from the University of Toronto and is a licensed Professional Engineer with Professional Engineers of Ontario.
The Company has awarded a total of 25,000 restricted share units under the Company’s share compensation plan to an officer of the Company. The restricted share units will vest annually over a three-year period from the award date. The Company also granted a total of 60,000 incentive stock options under the Company’s share compensation plan to officers and employees of the Company with an exercise price of C$4.10 per stock option and are exercisable for a period of five years from date of grant and vesting over three years.
About Blue Moon
Blue Moon is advancing 3 brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 1 of 2
Date:
News Release:
Ticker Symbols: |
April 21, 2025
25-11
TSXV: MOON; OTCQX: BMOOF |
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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.
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 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 Project and its 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.
Page 2 of 2
Exhibit 99.84

April 21, 2025
British Columbia Securities Commission
Alberta Securities Commission
Autorité des marchés financiers
Dear Sirs and Mesdames:
| Re: | Blue Moon Metals Inc. |
| Notice of Change of Auditor Pursuant to National Instrument 51-102 |
As required by subparagraph (6)(a)(ii) of section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations, we have reviewed the information contained in the Notice of Change of Auditor of Blue Moon Metals Inc. dated April 21, 2025 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements made in the Notice pertaining to our firm. We advise that we have no basis to agree or disagree with the comments in the Notice relating to Davidson & Company LLP.
Yours truly,
Chartered Professional Accountants
Licensed Public Accountants
| MNP LLP | |
| 1 Adelaide Street East, Suite 1900, Toronto ON, M5C 2V9 | 1.877.251.2922 T: 416.596.1711 F: 416.596.7894 |
Exhibit 99.85

April 21, 2025
Alberta Securities Commission
British Columbia Securities Commission
Autorité des marchés financiers (Québec)
Dear Sirs / Mesdames
| Re: | Blue Moon Metals Inc. (the "Company") |
Notice Pursuant to NI 51 – 102 of Change of Auditor
In accordance with National Instrument 51-102, we have read the Company’s Change of Auditor Notice dated April 21, 2025 and agree with the information contained therein, based upon our knowledge of the information at this date.
Should you require clarification or further information, please do not hesitate to contact the writer.
Yours very truly,
DAVIDSON & COMPANY LLP
Chartered Professional Accountants
cc: TSX Venture Exchange

Exhibit 99.86
BLUE MOON METALS INC.
550 – 220 Bay Street, Toronto
Ontario, M5J 2W4
NOTICE OF CHANGE OF AUDITOR
Pursuant to National Instrument 51-102
| TO: | Davidson & Company LLP |
| AND TO: | MNP LLP |
| AND TO: | British Columbia Securities Commission |
Alberta Securities Commission
Autorité des marchés financiers
| Re: | Notice Regarding Change of Auditor Pursuant to National Instrument 51-102 |
Notice is hereby given, pursuant to section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), of a change of auditor of Blue Moon Metals Inc. (the “Company”).
| (1) | The audit committee (the “Audit Committee”) of the Company’s board of directors (the “Board”) conducted a review of external audit services and reviewed proposals to provide audit services for the fiscal year ending December 31, 2025. |
| (2) | After consideration of all relevant factors, the Audit Committee recommended to the Board that Davidson & Company LLP, Chartered Professional Accountants (the “Former Auditor”) be requested to resign as auditor of the Company, and that MNP LLP, Chartered Professional Accountants (the “Successor Auditor”) be nominated for appointment as auditor of the Company. |
| (3) | At the request of the Company, the Former Auditor tendered its resignation as auditor of the Company effective April 21, 2025. |
| (4) | The Board has considered and acknowledged the Former Auditor’s resignation and on the recommendation of the Audit Committee, has appointed the Successor Auditor as auditor of the Company to hold office until the next annual meeting of shareholders of the Company. |
| (5) | The Former Auditor has not expressed any modified opinions in the Former Auditor’s reports on the financial statements of the Company for the two most recently completed financial years and ending on the date of the resignation of the Former Auditor. |
| (6) | In the opinion of the Audit Committee and the Board, there are no reportable events, as such term is defined in subparagraph 4.11(1) of NI 51-102. |
DATED April 21, 2025.
| BLUE MOON METALS INC. | |
| Per: | |
| /s/ “Frances Kwong” | |
| Frances Kwong, Chief Financial Officer |
Exhibit 99.87

| Effective Date of Mineral Resource Estimate: | December 24, 2024 | |
| Effective Date of Preliminary Economic Assessment: | March 03, 2025 | |
| Report Date: | April 14, 2025 | |
Prepared by: Scott Wilson, C.P.G. SME-RM Peter Szkilnyk, P.Eng. Alan J. San Martin, P.Eng. Richard Gowans, P.Eng. Abel Obeso, P.Eng. Christopher Jacobs, C.Eng., MIMMM
Prepared for: Blue Moon Metals Inc. 550 – 220 Bay Street, Toronto ON, M5J 2W4 Canada |
|
601
– 90 Eglinton Ave East, Toronto, Ontario, Canada M4P 2Y3
+1 416 362 5135 | www.micon-international.com
Table of Contents
| 1.0 | SUMMARY | 1 | |||
| 1.1 | INTRODUCTION | 1 | |||
| 1.2 | PROPERTY DESCRIPTION | 1 | |||
| 1.3 | HISTORY | 2 | |||
| 1.4 | GEOLOGY | 3 | |||
| 1.5 | EXPLORATION AND DRILLING | 3 | |||
| 1.6 | METALLURGY | 5 | |||
| 1.7 | MINERAL RESOURCE ESTIMATE | 6 | |||
| 1.8 | MINERAL RESERVE ESTIMATE | 7 | |||
| 1.9 | MINING | 7 | |||
| 1.10 | PROCESSING | 9 | |||
| 1.11 | INFRASTRUCTURE | 10 | |||
| 1.12 | ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT | 12 | |||
| 1.13 | PROJECT ECONOMICS | 13 | |||
| 1.14 | INTERPRETATIONS AND CONCLUSIONS | 16 | |||
| 1.14.1 | Geological Setting, Exploration, and Resources | 16 | |||
| 1.14.2 | Mining Methods and Infrastructure | 16 | |||
| 1.14.3 | Metallurgy and Processing | 17 | |||
| 1.14.4 | Environmental, Permitting, and Social Impact | 17 | |||
| 1.14.5 | Capital and Operating Costs | 17 | |||
| 1.14.6 | Economic Analysis | 17 | |||
| 1.15 | RECOMMENDATIONS | 17 | |||
| 1.15.1 | Phase 1: Planning, Hiring and Permitting | 18 | |||
| 1.15.2 | Phase 2: Exploration Decline Development and Further Studies | 18 | |||
| 1.15.3 | Work Program | 20 | |||
| 2.0 | INTRODUCTION | 21 | |||
| 2.1 | UNITS OF MEASUREMENT AND ABBREVIATIONS | 22 | |||
| 3.0 | RELIANCE ON OTHER EXPERTS | 24 | |||
| 4.0 | PROPERTY DESCRIPTION AND LOCATION | 25 | |||
| 4.1 | GENERAL DESCRIPTION AND LOCATION | 25 | |||
| 4.2 | MINERAL TENURE | 26 | |||
| 5.0 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY | 31 | |||
| 5.1 | ACCESS | 31 | |||
| 5.2 | TOPOGRAPHY, ELEVATION AND VEGETATION | 31 | |||
| 5.3 | CLIMATE | 32 | |||
| 5.4 | INFRASTRUCTURE | 32 | |||
| 6.0 | HISTORY | 34 | |||
| 6.1 | BACKGROUND | 34 | |||
| 6.2 | BLUE MOON PROPERTY | 34 | |||
| 6.2.1 | 1890-1945 | 34 | |||
| Blue Moon Mine | i | March 2025 |
| Blue Moon Mine | ii | March 2025 |
| 16.0 | MINING METHODS | 93 | |||
| 16.1 | INTRODUCTION | 93 | |||
| 16.2 | DEPOSIT GEOMETRY AND GEOTECHNICAL CONSIDERATIONS | 93 | |||
| 16.3 | MSO AND MINING METHOD ANALYSIS | 93 | |||
| 16.4 | MINE ACCESS | 96 | |||
| 16.5 | VENTILATION | 98 | |||
| 16.6 | PRODUCTION SCHEDULE | 99 | |||
| 16.7 | EQUIPMENT FLEET | 102 | |||
| 16.8 | MINE PERSONNEL | 102 | |||
| 16.9 | MINE SERVICES | 104 | |||
| 16.9.1 | Dewatering System | 104 | |||
| 16.9.2 | Electrical Distribution | 104 | |||
| 16.9.3 | Mine Communications and Safety | 105 | |||
| 16.9.4 | Refuge Chambers | 105 | |||
| 16.9.5 | Compressed Air System | 105 | |||
| 17.0 | RECOVERY METHODS | 106 | |||
| 17.1 | PROCESS DESIGN CRITERIA | 110 | |||
| 17.1.1 | Design Basis | 110 | |||
| 17.1.2 | Process Design Criteria | 111 | |||
| 17.2 | PROCESS DESCRIPTION | 114 | |||
| 17.2.1 | Crushing Plant | 114 | |||
| 17.2.2 | Crushed Ore Handling | 114 | |||
| 17.2.3 | Grinding Circuit | 115 | |||
| 17.2.4 | Copper Flotation | 115 | |||
| 17.2.5 | Zinc Flotation | 116 | |||
| 17.2.6 | Pyrite Flotation (Optional) | 117 | |||
| 17.2.7 | Concentrate Dewatering and Handling | 117 | |||
| 17.2.8 | Tailings Dewatering and Handling | 118 | |||
| 17.2.9 | Paste Plant | 118 | |||
| 17.2.10 | Reagents Handling and Storage | 119 | |||
| 17.2.11 | Plant Services | 119 | |||
| 18.0 | PROJECT INFRASTRUCTURE | 120 | |||
| 18.1 | ROADS | 120 | |||
| 18.1.1 | Access Road | 120 | |||
| 18.1.2 | Haul Roads | 121 | |||
| 18.1.3 | Service Roads | 121 | |||
| 18.2 | UTILITIES | 121 | |||
| 18.2.1 | Power Supply | 121 | |||
| 18.2.2 | Water Systems | 122 | |||
| 18.3 | FUEL FACILITIES | 122 | |||
| 18.4 | BUILDINGS | 122 | |||
| 18.5 | TAILINGS MANAGEMENT FACILITY | 123 | |||
| 18.6 | SEWAGE TREATMENT | 125 | |||
| 18.7 | FIRE PROTECTION | 125 | |||
| 18.8 | VENTILATION | 125 | |||
| Blue Moon Mine | iii | March 2025 |
| 18.9 | WASTE ROCK STORAGE | 125 | |||
| 18.10 | EXPLOSIVES STORAGE | 125 | |||
| 18.11 | MINE DEWATERING AND SEDIMENTATION PONDS | 126 | |||
| 18.12 | WATER USAGE | 126 | |||
| 18.13 | WATER STORAGE | 127 | |||
| 18.14 | WASTE MANAGEMENT | 128 | |||
| 19.0 | MARKET STUDIES AND CONTRACTS | 129 | |||
| 19.1 | CONTRACTS | 129 | |||
| 19.2 | MARKET STUDIES | 129 | |||
| 19.2.1 | Zinc | 129 | |||
| 19.2.2 | Copper | 129 | |||
| 19.2.3 | Lead | 130 | |||
| 19.2.4 | Gold | 131 | |||
| 19.2.5 | Silver | 131 | |||
| 19.2.6 | Aggregate | 132 | |||
| 19.2.7 | Pyrite | 132 | |||
| 19.2.8 | Barite | 132 | |||
| 19.2.9 | Gypsum | 132 | |||
| 19.2.10 | Gallium, Germanium and Indium | 132 | |||
| 20.0 | ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT | 133 | |||
| 20.1 | REGULATORY FRAMEWORK AND PROJECT PERMITTING | 133 | |||
| 20.1.1 | Summary of Key Mining and Environmental Legislation | 133 | |||
| 20.1.2 | Environmental Permitting Process | 134 | |||
| 20.1.3 | Project Permitting Status | 135 | |||
| 20.1.4 | Good International Industry Practice | 139 | |||
| 20.2 | STATUS OF ENVIRONMENTAL AND SOCIAL STUDIES | 139 | |||
| 20.3 | ENVIRONMENTAL AND SOCIAL CONTEXT | 140 | |||
| 20.3.1 | Overview | 140 | |||
| 20.3.2 | Water Resources | 141 | |||
| 20.3.3 | Biodiversity | 141 | |||
| 20.3.4 | Cultural Heritage | 143 | |||
| 20.3.5 | Socio-economic Setting | 143 | |||
| 20.4 | ENVIRONMENTAL AND SOCIAL RISKS AND IMPACTS | 143 | |||
| 20.5 | PROJECT CLOSURE PLANNING | 145 | |||
| 20.6 | RECOMMENDATIONS | 145 | |||
| 21.0 | CAPITAL AND OPERATING COSTS | 147 | |||
| 21.1 | CAPITAL COSTS | 147 | |||
| 21.1.1 | Summary and Basis of Estimate | 147 | |||
| 21.1.2 | Mining Capital | 147 | |||
| 21.1.3 | Processing Capital | 148 | |||
| 21.1.4 | Infrastructural Capital | 148 | |||
| 21.1.5 | Indirect Capital and Contingency | 149 | |||
| 21.1.6 | Closure, Rehabilitation and Salvage | 150 | |||
| 21.2 | OPERATING COSTS | 150 | |||
| Blue Moon Mine | iv | March 2025 |
| 21.2.1 | Mining Operating Costs | 150 | |||
| 21.2.2 | Processing Operating Costs | 151 | |||
| 21.2.3 | Environmental and Social, and General and Administration Operating Costs | 153 | |||
| 21.2.4 | Indirect Off-Site Costs | 154 | |||
| 22.0 | ECONOMIC ANALYSIS | 155 | |||
| 22.1 | CAUTIONARY STATEMENT | 155 | |||
| 22.2 | BASIS OF EVALUATION | 156 | |||
| 22.3 | MACRO-ECONOMIC ASSUMPTIONS | 156 | |||
| 22.3.1 | Exchange Rate and Inflation | 156 | |||
| 22.3.2 | Weighted Average Cost of Capital | 156 | |||
| 22.3.3 | Royalty and Taxation Regime | 156 | |||
| 22.3.4 | Expected Metal Prices | 156 | |||
| 22.4 | TECHNICAL ASSUMPTIONS | 157 | |||
| 22.4.1 | Mine Construction and Development | 157 | |||
| 22.4.2 | Production and Sales | 157 | |||
| 22.4.3 | Cash Operating Costs | 160 | |||
| 22.4.4 | Capital Expenditure | 161 | |||
| 22.4.5 | Working Capital | 162 | |||
| 22.5 | BASE CASE ECONOMICS | 162 | |||
| 22.5.1 | Key Statistics | 162 | |||
| 22.5.2 | Base Case Cash Flow | 162 | |||
| 22.6 | SENSITIVITY ANALYSIS | 165 | |||
| 22.6.1 | Base Case Sensitivity | 165 | |||
| 22.6.2 | Discount Rate Sensitivity | 166 | |||
| 22.6.3 | Detailed Metal Price Sensitivity | 166 | |||
| 23.0 | ADJACENT PROPERTIES | 167 | |||
| 24.0 | OTHER RELEVANT DATA AND INFORMATION | 168 | |||
| 25.0 | INTERPRETATION AND CONCLUSIONS | 169 | |||
| 25.1 | OVERVIEW | 169 | |||
| 25.2 | GEOLOGICAL SETTING, EXPLORATION, AND RESOURCES | 169 | |||
| 25.3 | MINING METHODS AND INFRASTRUCTURE | 169 | |||
| 25.4 | METALLURGY AND PROCESSING | 169 | |||
| 25.5 | ENVIRONMENTAL, PERMITTING, AND SOCIAL IMPACT | 170 | |||
| 25.6 | CAPITAL AND OPERATING COSTS | 170 | |||
| 25.7 | ECONOMIC ANALYSIS | 170 | |||
| 26.0 | RECOMMENDATIONS | 171 | |||
| 26.1 | PHASE 1: PLANNING, HIRING AND PERMITTING | 171 | |||
| 26.2 | PHASE 2: EXPLORATION DECLINE DEVELOPMENT AND FURTHER STUDIES | 171 | |||
| 26.2.1 | Exploration Decline Development | 171 | |||
| 26.2.2 | Geology and Exploration | 171 | |||
| 26.2.3 | Hydrogeological Fieldwork | 172 | |||
| 26.2.4 | Metallurgical Testwork | 172 | |||
| Blue Moon Mine | v | March 2025 |
| 26.2.5 | Environmental and Social | 172 | |||
| 26.2.6 | Feasibility Study | 173 | |||
| 26.3 | WORK PROGRAM | 173 | |||
| 27.0 | REFERENCES | 174 | |||
| 28.0 | DATE AND SIGNATURE PAGE | 176 | |||
| 29.0 | CERTIFICATES | 177 | |||
| Blue Moon Mine | vi | March 2025 |
| List of Tables | ||
| Table 1.1 | Significant Intercepts from the BMM Drill Program | 4 |
| Table 1.2 | Blue Moon Mineral Resource Estimate, Effective as of December 24, 2024 | 7 |
| Table 1.3 | LOM Capital Cost Estimate | 14 |
| Table 1.4 | LOM Operating Cost Estimate | 14 |
| Table 1.5 | Base Case: Key Statistics | 15 |
| Table 1.6 | Detailed Metal Price Sensitivity | 16 |
| Table 1.7 | Blue Moon Recommended Work Programs | 20 |
| Table 2.1 | Units and Abbreviations | 22 |
| Table 4.1 | Blue Moon Claims | 28 |
| Table 7.1 | Blue Moon Summary Statistics from Drill Core | 45 |
| Table 10.1 | Summary of Drilling on the Blue Moon Property, Prior to the Formation of BMM | 52 |
| Table 10.2 | Drilling by BMM Since 2018 at Blue Moon Project | 52 |
| Table 10.3 | Significant Intercepts from the BMM Drill Program | 53 |
| Table 10.4 | Assay Highlights New South Zone (Drill Hole BM21-83) | 55 |
| Table 11.1 | Summary Statistics, Check Assays | 56 |
| Table 11.2 | Paired t-test, Check Assays | 57 |
| Table 12.1 | Independent QP’s Data Verification, November 5, 2024 | 58 |
| Table 13.1 | Selected Head Analyses of the Metallurgical Composite Samples | 61 |
| Table 13.2 | Semi-Quantitative Spectrographic Analyses of the Metallurgical Composite Samples | 61 |
| Table 13.3 | Summary of the Sample 1 Locked Cycle Flotation Test Results | 63 |
| Table 13.4 | Locked Cycle Test Combined Final Concentrate Analyses | 64 |
| Table 13.5 | Analyses of Test 25 Pyrite Concentrate and Tailings Samples | 64 |
| Table 14.1 | Blue Moon Indicated Mineral Resource Estimate | 68 |
| Table 14.2 | Blue Moon Inferred Mineral Resource Estimate | 68 |
| Blue Moon Mine | vii | March 2025 |
| Table 14.3 | Drilling Database Assay Statistics | 72 |
| Table 14.4 | Drill Database Capping Values | 73 |
| Table 14.5 | Capped Drill Database Assay Statistics | 74 |
| Table 14.6 | Composite Database Statistics | 77 |
| Table 14.7 | Tonnage Factor Determinations from Specific Gravity Values Based on Total Sulphide Content | 78 |
| Table 14.8 | Block Model Location and Dimensions | 78 |
| Table 14.9 | Block Model - Block Dimensions | 78 |
| Table 14.10 | Summary of Search Parameters | 79 |
| Table 14.11 | Zinc Equivalent Percent (ZnEq %) Parameters Used for ZnEq % Calculation | 79 |
| Table 14.12 | Blue Moon Mineral Resource Estimate, Effective as of December 24, 2024 | 88 |
| Table 14.13 | ZnEq % Cutoff Sensitivity Analysis - Indicated Mineral Resource Classification by Mineralized Zone | 89 |
| Table 14.14 | ZnEq % Cutoff Sensitivity Analysis - Inferred Mineral Resource Classification by Mineralized Zone | 90 |
| Table 16.1 | NSR Parameters Used to Code Block Model for MSO Analysis | 94 |
| Table 16.2 | Stope Sizes, Dilution (ELOS) and Recovery Factors Analysed | 95 |
| Table 16.3 | Development Design Criteria | 97 |
| Table 16.4 | Preliminary Ventilation Flow Requirements | 98 |
| Table 16.5 | Resource Rates Applied in the Mine Schedule | 100 |
| Table 16.6 | Annual Mine Schedule Summary | 101 |
| Table 16.7 | Annual Mine Schedule Summary | 102 |
| Table 16.8 | Peak Salaried Workforce Estimate | 103 |
| Table 16.9 | Peak Hourly-Wage Workforce Estimate | 104 |
| Table 17.1 | Process Design Basis | 110 |
| Table 17.2 | Process Design Criteria | 111 |
| Blue Moon Mine | viii | March 2025 |
| Table 18.1 | Annual Water Balance | 126 |
| Table 20.1 | Summary of Mineral Rights associated with the Blue Moon Project | 137 |
| Table 20.2 | Summary of Historic Environmental and Social Baseline Studies | 140 |
| Table 21.1 | LOM Capital Cost Estimate | 147 |
| Table 21.2 | LOM Capital Cost Estimate- Mining | 148 |
| Table 21.3 | LOM Capital Cost Estimate - Processing | 148 |
| Table 21.4 | LOM Capital Cost Estimate - Infrastructure | 149 |
| Table 21.5 | LOM Capital Cost Estimate - Indirect Costs | 149 |
| Table 21.6 | LOM Operating Cost Estimate | 150 |
| Table 21.7 | Summary of Estimated Mine Operating Costs | 151 |
| Table 21.8 | Summary of Estimated Process Operating Costs | 151 |
| Table 21.9 | Estimated Annual E&S and G&A Operating Costs | 154 |
| Table 22.1 | Assumed TC/RC terms -Copper Concentrate | 158 |
| Table 22.2 | Assumed TC/RC terms -Zinc Concentrate | 158 |
| Table 22.3 | LOM Average Operating Costs | 160 |
| Table 22.4 | LOM Capital Costs | 161 |
| Table 22.5 | Base Case: Key Statistics | 162 |
| Table 22.6 | LOM Cash Flow Summary | 163 |
| Table 22.7 | LOM Annual Cash Flow | 164 |
| Table 22.8 | Detailed Metal Price Sensitivity | 166 |
| Table 26.1 | Blue Moon Preliminary Feasibility Study Work Program | 173 |
| Blue Moon Mine | ix | March 2025 |
| List of Figures | ||
| Figure 1.1 | Blue Moon Location Map | 2 |
| Figure 1.2 | Mine Design Model View Looking West | 9 |
| Figure 1.3 | Blue Moon General Arrangement | 10 |
| Figure 1.4 | TMF General Arrangement | 11 |
| Figure 1.5 | NSR Value by Metal | 13 |
| Figure 1.6 | Annual Cash Flow Projection | 15 |
| Figure 4.1 | Blue Moon Location Map | 25 |
| Figure 4.2 | Current Land Status at the Blue Moon Project | 27 |
| Figure 5.1 | Drone View from Above Blue Moon Shaft to the South Along Ridge | 31 |
| Figure 5.2 | Existing Infrastructure | 33 |
| Figure 6.1 | American Eagle Mine Entrance | 37 |
| Figure 6.2 | Blue Moon Mine; Historic Mine Shaft of Hecla | 37 |
| Figure 6.3 | Blue Moon VMS on Dump of Shaft 2 | 38 |
| Figure 7.1 | Foothills Copper-Zinc Belt, Western Sierra Nevada Mts., California | 40 |
| Figure 7.2 | Property Geology (Meade, 2002) | 43 |
| Figure 9.1 | Massive Sulphide Zones (Red) and Gravity Station Grid | 49 |
| Figure 9.2 | NNW Trending Gravity Low Superimposed Massive Sulphide Zones (Carpenter, 2023) | 50 |
| Figure 10.1 | Location of All Drill Holes on the Blue Moon Prospect through 2023 (Shum, Kevin 2023) | 51 |
| Figure 10.2 | Long Section Showing Latest Drilling Through to 2021 | 54 |
| Figure 10.3 | Photographs of Zinc Mineralization in Drillhole BM21-83 | 55 |
| Figure 14.1 | Plan View of Mineralized Domains and Drilling | 69 |
| Figure 14.2 | Long-Section View - 7500E Looking West - Mineralized Domains | 70 |
| Figure 14.3 | Long Section View - 7500E Looking East - Mineralized Domains | 71 |
| Blue Moon Mine | x | March 2025 |
| Figure 14.4 | Cross-Section through Drill Hole CH57 Showing Mineralized Domain Solids Coded to Assay Intervals | 75 |
| Figure 14.5 | Cross-Section View 8100N Looking North - Mineralized Domain Solids | 76 |
| Figure 14.6 | Zinc Equivalent Grade Estimation of Main Zone - Long Section 8000E Looking West | 80 |
| Figure 14.7 | Zinc Equivalent Grade Estimation of Eastern Lenses - Long Section 8000E Looking West | 81 |
| Figure 14.8 | Zinc Equivalent Grade Estimation of Western Lenses - Long Section 7000E Looking East | 82 |
| Figure 14.9 | Main Zone Block Estimated Grades vs Capped Composite Grades - Zn % | 83 |
| Figure 14.10 | East Lenses Block Estimated Grades vs Capped Composite Grades - Zn % | 83 |
| Figure 14.11 | Main Zone Block Estimated Grades vs Composite Grades - Ag OPT | 84 |
| Figure 14.12 | Long-Section View - Main Zone - Average Distance to Sample and Indicated Mineral Resource Domain Boundary (Red) - 8000E Looking West | 85 |
| Figure 14.13 | Long-Section View – East Lenses-Average Distance to Sample and Indicated Mineral Resource Domain Boundary (Red) - 8000E Looking West | 85 |
| Figure 14.14 | Long-Section View – West Lenses-Average Distance to Sample and Indicated Mineral Resource Domain Boundary (Red) - 7000E Looking East | 86 |
| Figure 14.15 | Main Zone Block Resource Classification (Red as Indicated Mineral Resource) | 86 |
| Figure 14.16 | East Lenses Block Resource Classification (Red as Indicated Mineral Resource) | 87 |
| Figure 14.17 | West Lenses Block Resource Classification (Red as Indicated Mineral Resource) | 87 |
| Figure 14.18 | Grade-Tonnage Chart for the Indicated Mineral Resource Estimate – All Domains | 91 |
| Figure 16.1 | MSO Results Over a Range of Shape Sizes and NSR Cut-Off Values | 95 |
| Figure 16.2 | Longitudinal Retreat Concept | 96 |
| Figure 16.3 | Mine Design Model View Looking West | 97 |
| Figure 16.4 | Ventilation Network Schematic | 99 |
| Figure 17.1 | Blue Moon Process Flow Diagram – 1 of 3 | 107 |
| Figure 17.2 | Blue Moon Process Flow Diagram – 2 of 3 | 108 |
| Figure 17.3 | Blue Moon Process Flow Diagram – 3 of 3 | 109 |
| Figure 18.1 | Blue Moon General Arrangement | 120 |
| Blue Moon Mine | xi | March 2025 |
| Blue Moon Mine | xii | March 2025 |
|
Blue Moon Metals Inc. |
1.0 SUMMARY
| 1.1 | INTRODUCTION |
Blue Moon Metals Inc. (BMM), holds the mineral rights to the unpatented mining claims and patented (private) lands associated with the Blue Moon volcanogenic massive sulphide (VMS) deposit (Blue Moon Property, or the Property) in central California through its wholly owned subsidiary, Keystone Mines Inc. The deposit is known to contain zinc, copper, lead, gold and silver within sulphide minerals that may potentially be processed into saleable concentrates.
The most recent Technical Report describing a mineral resource estimate (MRE) for the Property was published in October, 2023. That report was authored by Dr. Thomas A. Henricksen, CPG and Scott Wilson, CPG, the latter of Resource Development Associates Inc. (RDA). There has been no further exploration carried out on the Property since the effective date of that report.
In October, 2024, BMM retained RDA and Micon International Limited (Micon) to update the MRE and prepare a Preliminary Economic Assessment (PEA) of the Property, respectively. That work has now been completed, and the results are presented in this Technical Report, in the context of which development of the Property is referred to as ‘the Project’.
| 1.2 | PROPERTY DESCRIPTION |
The Blue Moon Property is located in Mariposa County, California, approximately 120 miles southeast of San Francisco. The town of Mariposa, located sixteen miles east of the Project, has a population of around 2,000 and a tourist-based economy. The town of Merced, with a population of around 80,000 inhabitants, is twenty-two miles to the southwest of Blue Moon and has a diverse economy related to large scale agriculture. The local community of Hornitos with a population of about 75, is situated about 4 .5 miles south of the Property. Figure 1.1 (over) shows the location of the Property.
The Property consists of three distinct land tenure components that cover 494.25 acres. These include:
| 1. | Two patented (private) parcels of land, ‘American Eagle’, and ‘Blue Bell & Bonanza’, owned 100% by Keystone Mines Inc. (both the surface and mineral estate). |
| 2. | Eight federal unpatented mining (lode) claims, Red Cloud 1-8, held 100% by Keystone Mines Inc. on land administered by the Bureau of Land Management (BLM). |
| 3 . | A 100% interest, owned by Keystone Mines Inc., in the mineral rights underlying lands owned by the James Gann Jr. Trust of 1991, in conjunction with a surface rights lease agreement for 40 acres, pursuant to an option purchase agreement completed in 2001. |
Access to the Property is via California County Route J16 also known as Hornitos Rd. and Bear Valley Rd., a paved secondary highway between the communities of Hornitos and Bear Valley. From a point two miles north of Hornitos, at the intersection of J16 and Exchequer Rd., the Project is accessible via a 3 .4-mile route traversing a combination of public and private gravel roads.
Four distinct lenses of massive sulphide mineralization have been identified on the Property: the West, Main, East and American Eagle zones. The American Eagle Zone appears to occur in the same stratigraphic position as the West Zone.
| Blue Moon Mine | 1 | March 2025 |
|
Blue Moon Metals Inc. |
Figure 1.1
Blue Moon Location Map
| 1.3 | HISTORY |
Although copper was discovered in Mariposa County during mid-1800’s gold rush, initial exploration on the Property did not begin until the 1890’s. Between 1899 and 1912, the American Eagle zone was worked, and again in 1942 when a small block of ground was stoped. By 1943, production from the American Eagle was suspended and it has remained inactive since then. No reliable figures for the total production at the American Eagle are available.
In 1940, Red Cloud Mines, Inc. (Red Cloud), began developing shallow workings which intersected zinc, probably in the Main Zone near Blue Moon Shaft #1, adjacent to the American Eagle zone. In 1943, Red Cloud was acquired by Hecla Mining Co., and production at a rate of 200 tons per day yielded ore with an average content of 14% zinc along with minor copper, lead, silver and gold. In 1945, the “hanging wall fault breccia” caved twice, once in the summer and again in November. Following the second cave-in, all work at the Blue Moon mine was suspended. At that time, production amounted to about 56,000 tons of ore containing approximately 12.3% zinc, 0.37% copper, 0.48% lead, 3.76 opt silver, and 0 .062 opt Au.
Additional exploration, drilling and engineering studies were carried out between 1976 and 1991 by a series of operators including Amselco, Colony Pacific Explorations Ltd, Westmin Resources Limited, and Lac Minerals. In 1989, Westmin obtained a permit and approval form Mariposa County to build a vertical shaft for underground development and resource expansion, but the project was not developed. In 2007, ownership of the Property passed to Savant Explorations Inc., later renamed Blue Moon Zinc Corp. and, in 2021, Blue Moon Metals Inc.
| Blue Moon Mine | 2 | March 2025 |
|
Blue Moon Metals Inc. |
| 1.4 | GEOLOGY |
The Gopher Ridge Formation in the area of the Blue Moon deposit consists of a basal sequence of basalt and andesite overlain by a rhyolite. The rhyolite strata are up to 300 m thick and host the Blue Moon deposit(s). The sulphide-sulphate mineralized lenses are hosted in the lower part of the felsic sequence. The felsic volcanic rocks are succeeded to the east by volcaniclastic rocks and ultimately by deep-water argillaceous, sedimentary rocks (Meade, 1996).
Strata at Blue Moon strike approximately 20° west of north, dip near vertically, face to the east and are tightly folded. Minor fold features suggest a steep, north plunge of the regional structure. All lithologies have undergone low grade metamorphism characteristic of the lower greenschist facies.
The rhyolite strata have been subdivided on the basis of phenocryst mineralogy into three distinct units: aphyric rhyolite, feldspar porphyry rhyolite and quartz-feldspar porphyry rhyolite. The thinning of the aphyric rhyolite proximal to the domes defines favorable environments for deposition of massive sulphide mineralization. Further up the stratigraphic sequence, massive feldspar porphyry rhyolite appears to define sill or dyke features that locally truncate sulphide mineralization.
Lateral to the sulphide mineralization are chemical sedimentary rocks containing hematite, magnetite, barite, silica and manganese minerals, which help define mineralized horizons. Sulphide-barite mineralization on the edges of massive sulphide mineralization grades laterally into hematite-jasper iron formation, which, in turn, grades into manganese-bearing siliceous tuffaceous rock.
The Blue Moon deposit is a Kuroko-type volcanogenic massive sulphide (VMS) deposit. The deposit is shown to have some similarities with the Lynx and Myra deposits at Myra Falls, Vancouver Island. Stacked sulphide-sulphate lenses occur in two or more horizons within a 50 ft to 180 ft stratigraphic interval.
Massive sulphide mineralization consists of pyrite, sphalerite, chalcopyrite, galena, and minor tetrahedrite and bornite. Massive and semi-massive sulphides may be accompanied by purple anhydrite, gypsum or barite. Textures include massive, banded and clastic mineralization.
Metal zoning in base or precious metal is poorly understood although there is a strong tendency for narrower mineralized zones to be relatively richer in gold and silver and to have barite gangue.
| 1.5 | EXPLORATION AND DRILLING |
Exploration of the Blue Moon Property, mostly historical in nature, was carried out by earlier owners and includes geological mapping, soil geochemical surveys and geophysical surveys, including an induced polarization survey, down-hole EM surveys and, in 2023, a gravity survey.
Drilling on the Blue Moon Property since 1942 totals 136,416 ft of drilling in 124 drill holes. Most of the holes were drilled in the Blue Moon deposit area. Only core holes drilled since 1979 were used in the resource calculation. Drilling by BMM in 2018, 2019 and 2021 totals 13,686 ft in ten drill holes. Significant intercepts from the BMM drilling are shown in Table 1.1.
Core was collected at the drilling rig by a company geologist, cleaned, logged for rock type, structures and mineralization prior to a geologist marking out specific intervals for sampling based on sulphide content. The core was sampled lengthwise with one half placed into a plastic sample bag with a sample tag. The other half was returned to the core box with a duplicate sample tag number for a permanent record. Standards and blank samples were not inserted into the stream of core samples prior to BMM as this was not practiced by the majority of mining companies at that time. Core with visual mineralization was stored in locked shipping containers which remain on site, with saved mineralized sections of core available for inspection.
| Blue Moon Mine | 3 | March 2025 |
|
Blue Moon Metals Inc. |
Table 1.1
Significant Intercepts from the BMM Drill Program
| Hole | From (ft) | To (ft) | Length (ft) | Zinc (%) | Gold (g/t) | Silver (g/t) | Lead (%) | Copper (%) | ZnEq (%) | ||||||||||||||||||||||||||||
| BMZ75 | 1,022.0 | 1,038.0 | 16.0 | 1.2 | 0.08 | 0.7 | 0 | 0.04 | 1.4 | ||||||||||||||||||||||||||||
| Inc | 1,027.0 | 1,029.0 | 2.0 | 2.9 | 0.05 | 1.5 | 0 | 0.08 | 3.2 | ||||||||||||||||||||||||||||
| BMZ78 | 1,425.0 | 1,545.7 | 120.7 | 9.45 | 1.10 | 42.93 | 0.15 | 0.58 | 12.61 | ||||||||||||||||||||||||||||
| Inc | 1,436.0 | 1,441.0 | 5.0 | 1.90 | 4.98 | 32.60 | 0.47 | 0.11 | 8.08 | ||||||||||||||||||||||||||||
| Inc | 1,459.0 | 1,464.0 | 5.0 | 2.60 | 5.01 | 18.50 | 0.01 | 0.33 | 8.77 | ||||||||||||||||||||||||||||
| Inc | 1,468.5 | 1,453.3 | 15.2 | 5.98 | 2.30 | 15.44 | 0.03 | 0.38 | 9.40 | ||||||||||||||||||||||||||||
| Inc | 1,508.0 | 1,538.0 | 30.0 | 30.30 | 1.67 | 71.07 | 0.05 | 1.70 | 36.80 | ||||||||||||||||||||||||||||
| Inc | 1,508.0 | 1,511.0 | 3.0 | 46.50 | 3.14 | 130.00 | 0.13 | 2.20 | 56.51 | ||||||||||||||||||||||||||||
| BMZ79 | 412.8 | 420.3 | 7.5 | 25.6 | 0.68 | 17.39 | 0.02 | 0.87 | 28.46 | ||||||||||||||||||||||||||||
| Inc | 414.7 | 417.7 | 3.0 | 49.6 | 0.91 | 30.32 | 0.05 | 1.39 | 54.11 | ||||||||||||||||||||||||||||
| BMZ79 | 450.4 | 461.3 | 10.9 | 3.1 | 0.16 | 4.49 | 0.27 | 0.47 | 4.62 | ||||||||||||||||||||||||||||
| Inc | 457.2 | 459.2 | 2.0 | 4.2 | 0.08 | 3.30 | 0.33 | 0.24 | 5.24 | ||||||||||||||||||||||||||||
| BM21-83 | 504.0 | 514.0 | 10.0 | 3.8 | 0.07 | 5.10 | 0.17 | 0.12 | 4.40 | ||||||||||||||||||||||||||||
| Inc | 509.0 | 514.0 | 5.0 | 5.0 | 0.07 | 5.10 | 0.22 | 0.08 | 5.50 | ||||||||||||||||||||||||||||
| BM21-83 | 1,829.0 | 1839.0 | 10.0 | 1.1 | 3.62 | 11.3 | 0.30 | 0.04 | 5.30 | ||||||||||||||||||||||||||||
| Inc | 1,839.0 | 1839.0 | 5.0 | 1.2 | 6.96 | 15.2 | 0.30 | 0.03 | 8.80 | ||||||||||||||||||||||||||||
| BM21-83 | 2,408.0 | 2,458.0 | 50.0 | 2.4 | 0.31 | 4.5 | 0.06 | 0.12 | 3.13 | ||||||||||||||||||||||||||||
| Inc | 2,413.0 | 2,423.0 | 10.0 | 3.4 | 0.17 | 5.8 | 0.05 | 0.09 | 3.90 | ||||||||||||||||||||||||||||
| Inc | 2,443.0 | 2,453.0 | 10.0 | 4.3 | 0.31 | 4.5 | 0.01 | 0.34 | 5.46 | ||||||||||||||||||||||||||||
Samples were sent to certified, independent laboratories. Gold assaying used a 30 g sample size for a fire assay with an atomic absorption spectrometry finish (FA-AAS). Silver and lead assays were generated with atomic absorption spectrometry (AAS). All other elements were assayed by inductively coupled plasma atomic emission spectroscopy (ICP-AES), including barium which required an additional, final gravimetric procedure. Known standards and blank samples were inserted into the sample stream by the laboratory for quality control.
Statistical analysis of 55 check assays by a previous author showed no significant difference between laboratories.
A site visit was undertaken on November 5 to 6, 2024 by Scott Wilson C.P.G. SME-RM, Christopher Jacobs CEng MIMMM and Alan J. San Martin, P.Eng., each of whom is a Qualified Person (QP) in terms of Canadian National Instrument (NI) 43-101. As QP for the resource estimate, Mr. Wilson had access to the complete database of the Property including all original assay certificates, the original drill logs, the results of surveys of the original drill hole locations by Freeman and Seaman Land Surveyors, and down-hole, directional survey results for all holes used in the resource calculations. As well as the original surveyors report on drill hole locations, the QP was provided with a report of a 2018 survey commissioned by BMM and completed by Jones Snyder and Associates, a registered land surveyor in the state of California. The 2018 survey included resurveying of 29 holes used in the current resource calculation as well as monuments established by the surveys of 1984 and 1991.
| Blue Moon Mine | 4 | March 2025 |
|
Blue Moon Metals Inc. |
All mineralized intersections used in the resource calculation are preserved in a secured storage facility on the Blue Moon Property. As part of the verification process, the QP completed cross checks of the assay sample numbers recorded in the original assay certificates with drill logs and the sample tags in the core boxes for 30 of the mineralized intercepts. No discrepancies or errors were noted between the sample numbers on the tags in the core boxes and those recorded in the assay certificates. The QP did not note any visual discrepancies between what was observed in the core with what was recorded in the drill logs. No assay with high zinc, copper or lead were noted to be at odds with what was observed in the drill core for the comparable interval.
| 1.6 | METALLURGY |
A program of metallurgical testwork was undertaken using two mineralized samples (identified as Sample 1 and Sample 2) by Lakefield Research (now SGS Mineral Services), Ontario, Canada, in 1988, under the direction of Wright Engineers Limited on behalf of Westmin Resources Limited. This preliminary testwork program comprised chemical and mineralogical analyses, hardness testing, batch and locked cycle flotation, flotation concentrate analyses, gravity separation and preliminary settling tests on samples of zinc concentrate and zinc rougher tailings.
Sample 1 was reported by Lakefield Research to comprise relatively coarse high-sulphide mineralization with active pyrite and sphalerite. Sample 2 was reported to contain less sulphides and be more complex and finer grained than Sample 1.
The results of preliminary mineralogical characterization study by Lakefield Research showed that the samples were similar with respect to sulphide mineral species but there were differences in the amounts of each sulphide and mineral associations. In general, Sample 1 contained more sulphides and was relatively coarse grained (> 100 microns) while Sample 2 contained more non-opaque minerals and sulphide particles were smaller in size.
The work indices derived from standard Bond grinding testing of around 9 kWh/t are considered relatively low compared with most copper and zinc ores (between 11 and 14 kWh/t), although the elevated content of barite and gypsum could explain the perceived discrepancy.
Lakefield Research completed 26 separate bench scale batch flotation tests and one locked cycle test primarily to investigate the sequential flotation of copper and zinc from the two samples.
The results of the cycle test using Sample 1 show a 93% copper recovery into a concentrate containing 26.5% Cu, 8.42 g/t Au, 484 g/t Ag, 2.35% Pb and 7.0% Zn. Lead recovery to the copper concentrate was also 93% while the recoveries of gold and silver were around 68%. A zinc recovery of 95.2% Zn was achieved into a high quality zinc concentrate containing 62.3% Zn.
Although preliminary mineralogical studies suggested that Sample 2 was more complex and fine-grained than Sample 1, the results from batch rougher and cleaner flotation tests were similar to Sample 1. A simple batch pyrite recovery test was completed using Sample 2 following sequential flotation of Cu/Pb and Zn. Approximately 20% of the original mass was recovered to a pyrite rougher concentrate.
| Blue Moon Mine | 5 | March 2025 |
|
Blue Moon Metals Inc. |
The conclusions from the 1988 testwork program are as follows:
| • | Good recoveries of copper and zinc into high grade concentrates were achieved using conventional sequential flotation technology. Typically, most of the gold and silver in the samples tended to report to the copper/lead concentrate. Net recoveries of gold and silver to both the zinc and copper concentrates were 86.2% and 94.3% respectively. |
| • | The copper/lead concentrate produced contained minor amounts of deleterious elements which may incur penalties when sold to smelters. Conversely, this product also contained gold and silver in payable quantities. |
| • | The zinc concentrate produced was of high grade with relatively low iron and contained no significant amount of penalty elements. |
| • | Flotation of pyrite from zinc tailings was successful and additional work to improve the product quality is recommended. |
| • | Separation of copper and lead into separate products was challenging but further work to improve selectivity is warranted. |
| • | The work indices calculated from standard Bond ball mill tests were relatively low and need to be confirmed using fresh samples that represent the main ore types at Blue Moon. |
| • | The samples contained interesting amounts of barite and gypsum. More work is required to quantify the distribution of these minerals within the deposit, the quality of these minerals, and the potential to recover these minerals as valuable by-products. |
| • | The samples appeared to contain a certain amount of free or nuggetty gold which should be investigated further. Deportment studies on the gold and silver are recommended. |
| • | Elements of particular interest that should be investigated in the next phase of metallurgical testwork include germanium and gallium. The economic potential of these elements as well as indium should be considered during the next geo-metallurgical testwork program. |
| • | Based on the limited amount of testing undertaken so far, there are no processing factors or other deleterious elements that could have a significant effect on the potential economic extraction of the deposit. |
| 1.7 | MINERAL RESOURCE ESTIMATE |
The Mineral Resource Estimate (“MRE”) for this report has been determined by using inverse distance cubed (ID3) techniques for the Main, Western and Eastern Zones of the Blue Moon Massive Sulphide Deposit. Assay data was derived from the current drilling database, including drill holes completed after 2018. Mineralized domain solids were created from the coding of drill data in a three-dimensional (3D) geological modeling program. Drilling intercept assay values were capped for each mineralized domain using statistical analysis and subsequently composited forming the sample set used for the MRE grade estimates. The MRE has been determined according to the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines. Mineral Resources have been reported in accordance with the disclosure requirements under NI 43-101.
The MRE is subdivided into three zones: Main Zone (vm1), East Zone (ve) and West Zone (vw). Using compiled and modeled 3D drill data there are distinct, separate, continuous lenses of mineralization, generally striking north. The Main Zone represents the largest occurrence of mineralization. Mineralization has been identified over a strike length of 2,500 ft as well as a plunge of nearly 2,500 ft of depth. The West and East Zones display less continuity as compared to the Main Zone. These were modeled independently and subsequently appended together to form a combined east and west zone triangulation domains. In addition to the dominant mineralized lenses numerous prominent mineralized intervals exist along many drill holes throughout the deposit. Individual mineralized domain solids were developed for these intervals which were subsequently labeled east lenses (vle) and west lenses (vlw) based upon their respective relationships to the Main Zone. The “vle” and “vlw” lenses were compiled and added to the overall “ve” and “vw” domain triangulations.
| Blue Moon Mine | 6 | March 2025 |
|
Blue Moon Metals Inc. |
Reasonable prospects of eventual economic extraction assume underground mining of the deposit, surface mill processing and production of zinc concentrates and copper concentrates. Mineral Resources are reported at a Zinc Equivalent Percent (ZnEq %) cutoff grade of 2.9% (Table 1.2).
Table 1.2
Blue Moon Mineral Resource Estimate, Effective as of December 24, 2024
at a Cutoff Grade of 2.9% ZnEq
| Tons > | Grade Above Cutoff | Contained Metal | |||||||||||||||||||||||||||||||||||||||||||||||||
| ZONE | Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||||
| Indicated | Main | 3,073,000 | 5.90 | 0.78 | 0.16 | 1.14 | 0.04 | 12.66 | 362.76 | 47.94 | 10.08 | 3.51 | 0.11 | ||||||||||||||||||||||||||||||||||||||
| East | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.09 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.04 | |||||||||||||||||||||||||||||||||||||||
| West | 78,000 | 4.41 | 0.62 | 0.33 | 0.93 | 0.03 | 9.50 | 6.91 | 0.97 | 0.52 | 0.07 | 0.00 | |||||||||||||||||||||||||||||||||||||||
| All Zones | 3,650,000 | 5.97 | 0.73 | 0.23 | 1.49 | 0.043 | 13.46 | 435.83 | 53.59 | 16.90 | 5.43 | 0.159 | |||||||||||||||||||||||||||||||||||||||
| Inferred | Main | 3,261,000 | 5.68 | 0.52 | 0.23 | 1.15 | 0.04 | 11.41 | 370.27 | 33.65 | 14.74 | 3.76 | 0.11 | ||||||||||||||||||||||||||||||||||||||
| East | 994,000 | 5.04 | 0.59 | 0.56 | 2.43 | 0.07 | 15.49 | 100.11 | 11.80 | 11.20 | 2.42 | 0.07 | |||||||||||||||||||||||||||||||||||||||
| West | 173,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.02 | 6.28 | 6.84 | 2.52 | 0.74 | 0.07 | 0.00 | |||||||||||||||||||||||||||||||||||||||
| All Zones | 4,428,000 | 5.39 | 0.54 | 0.30 | 1.41 | 0.043 | 12.12 | 477.22 | 47.97 | 26.68 | 6.25 | 0.190 | |||||||||||||||||||||||||||||||||||||||
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-US$2,200/oz, Ag-US$27/oz, Cu-US$4.25/lb., Pb-US$0.90/lb., Zn-US$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%. |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: |
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83.
| (5) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (6) | Figures may not add up due to rounding. |
| (7) | Tonnages shown in Table 1.2 are short tons. |
| (8) | The QP knows of no other legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources for the Project. |
| 1.8 | Mineral Reserve Estimate |
No current mineral reserve estimate has been established on the Property.
| 1.9 | MINING |
This PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
| Blue Moon Mine | 7 | March 2025 |
|
Blue Moon Metals Inc. |
This PEA utilizes the Mineral Resource described in Section 14 and only those portions of the Mineral Resource that fall within the constraints defined by underground parameters of the PEA are used to inform the Project economics.
The mining method selection was largely guided by the results of the Mineable Shape Optimizer (MSO) analysis, which evaluated various stoping methods and sizes based on economic and operational parameters. The MSO process assessed multiple configurations, including longhole stoping and cut-and-fill methods. As a result of this analysis, a stope height of 80 ft, using a $75/ton NSR cutoff, was selected as the basis for the mine design as this maximises resource recovery, limits excessive sustaining capital requirements (level development), and provides the highest relative operating margin compared to the other cases considered.
The mine will be accessed through a ramp system designed with a nominal grade of 13%, reaching a maximum of 15% in some sections. The initial portal and decline will provide access for exploration drilling and be utilized once the mine moves into production as the main haulage route. The layout separates the deposit into North and South mining zones to minimize level development and provide additional mine sequencing flexibility. The decline is positioned to first access the North Zone, prioritizing thicker, higher-grade levels in the mine.
Mining levels will be spaced at 80-ft vertical intervals, with mining fronts consisting of 5 or 6 levels grouped together. Each level will include essential infrastructure such as truck load-out areas, electrical substations, and dewatering sumps. The primary decline will serve as the main haulage route, with additional accesses developed as mining advances. Allowances were added (5% for ramp, 20% for level development) to account for remucks and infrastructure cutouts (Figure 1.2).
The production schedule was created in Datamine’s Enhanced Production Scheduler (EPS) software, using benchmark development rates observed on recent projects. The initial decline advances to the main fresh air intake raise, before continuing to the north and beginning the north spiral ramp to the first mining front.
Separate level development crews are assigned to handle level and ventilation accesses, as well as ore sill drives. Stopes are scheduled by linking dependencies between designed stope shapes, in a Primary-Primary retreat sequence to the level access. Additional dependencies were added to the schedule to ensure ventilation breakthroughs are complete in advance of production on a level. The dedicated ramp resource crew advances to the next mining front. Overall production is targeted at 2,000 tons per day. Mining fronts were prioritized by grade and size to aid in early revenue generation.
The underground mining fleet will include a combination of development and production equipment. The development fleet will consist of jumbo drills, bolters, load-haul-dump (LHD) machines, and scissor decks for support infrastructure installation. The production fleet will include 42 tonne haul trucks, longhole drills, and 6-yard LHDs for material movement.
Workforce estimates were created based on the mine schedule, assuming 2-12 h shifts, with a 4-shift rotation. Mine technical and administrative staff and certain fixed plant maintenance personnel were assumed to work 5-d weeks, day shift only. Peak salaried and hourly-waged personnel requirements are 61 and 160 people, respectively.
Provision has been made in the design for mine services including dewatering, electrical distribution, communications and safety, refuge chambers, and compressed air.
| Blue Moon Mine | 8 | March 2025 |
|
Blue Moon Metals Inc. |
Figure 1.2
Mine Design Model View Looking West

| 1.10 | PROCESSING |
The processing facility has been designed to treat 657,000 tonnes per year. Mineralization will be received from the underground mine at the process site which comprises the following areas:
| • | Crushing Plant. |
| • | Crushed Ore Handling and Storage. |
| • | SAG and Ball Mill Grinding Circuit. |
| • | Flotation Circuits: |
| ○ | Copper Flotation. |
| ○ | Zinc Flotation. |
| ○ | Pyrite Flotation. |
| • | Concentrate Handling by means of thickening, filtration and loading for copper, zinc and pyrite concentrates. |
| • | Tailings Handling by means of thickening, filtration and preparing for paste and dry stack storage. |
| • | Paste Backfill Plant. |
| • | Reagents Handling and Storage. |
| • | Plant Services. |
| Blue Moon Mine | 9 | March 2025 |
|
Blue Moon Metals Inc. |
The mineral processing operation shall begin when the haul trucks from the underground mine deliver the ore to the primary crusher station. The ore will be crushed and conveyed to a stockpile where it will be reclaimed and transported to the main mill building. The crushed ore will be sufficiently reduced in size in the grinding circuit to liberate the desired minerals. Downstream, the flotation circuits shall selectively recover the target minerals for each type of concentrate. Dedicated thickeners shall densify each slurry stream and recover the overflow water for re-use in the process, while the thickened slurry will be further dewatered through dedicated filter presses. Concentrates and tailings shall all be handled as filter cakes.
Copper and zinc concentrates shall be collected from the storage stockpile located below the filter presses and loaded onto a hopper and conveyor system which will be used to load the concentrate within a lined rectangular shipping container. Pyrite and tailings filter cake shall be conveyed by means of conveyors to a paste backfill mixer. The mixer shall blend the filtered tailings with additional water and a binder into a paste which will then be pumped to the to the underground mine by means of a piping network
| 1.11 | INFRASTRUCTURE |
The infrastructure of this Project is designed to support the operation of a processing plant and production from the underground operation. The mine and processing plant will operate on a nominal 24 h/day, 7 days/week schedule to achieve an average throughput of 1,800 tonne/day. The proposed general arrangement for the mine site is presented in Figure 1.3.
Figure 1.3
Blue Moon General Arrangement

| Blue Moon Mine | 10 | March 2025 |
|
Blue Moon Metals Inc. |
Infrastructural elements considered in the PEA include access roads, on-site haulage and service roads, power supply from the neighbouring hydro-electric dam, process- , fresh-, and potable water supplies, fuel storage facilities and on-site workshops, mine dry (change-house) and gatehouse and offices for administration, technical services, etc.
The average daily requirement for make-up water will be 75,529 gallons. To the extent possible, this will likely be obtained from wells sunk in the area of the mine. However, additional hydrogeological studies will be required to confirm the adequacy of borehole supply capacity.
Tailings from the flotation plant will be thickened using a conventional underflow system and then be further dewatered using a filter press to produce a “dry” cake comprising approximately 90% solids by weight. The daily production of tailings will be approximately 1,800 tonnes, dry mass. In due course, a proportion of the filter cake tailings will be combined with a suitable binder and water to form a paste for backfilling completed underground workings. A Tailings Management Facility comprising a dry stack, water pond and access routes, will be located on 40 acres of the Gann land. Within this area, the dry stack area will occupy 31 acres, with the remaining land accommodating the pond and access road. The stack and pond will be located in a shallow valley on the eastern side of the Bullion Hill ridge, as indicated in Figure 1.4.
Figure 1.4
TMF General Arrangement

| Blue Moon Mine | 11 | March 2025 |
|
Blue Moon Metals Inc. |
| 1.12 | ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT |
Development activities on the Property are subject to various federal, state, and local laws and regulations. The environmental effects of proposed development activities will be evaluated by the US Bureau of Land Management and the Mariposa County Planning Department in accordance with the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). Various federal and state environmental laws and regulations will also apply to proposed development activities on the Property. In addition to compliance with all applicable Federal, State and County legal requirements, Blue Moon intends to develop the Project in general alignment with good international industry practice (GIIP).
The legal framework surrounding mining activities in California is comprehensive and environmental standards are high. The associated environmental permitting process, which is yet to commence, can therefore be extensive and time-consuming.
BMM holds the mineral rights to the Blue Moon VMS deposit through its wholly owned subsidiary, Keystone Mines Inc. The mineral and property rights cover a total land area of 494.25 acres and comprise three distinct land tenure components.
Technical studies were undertaken in the 1980s and 1990s under previous management of the Property. These studies provide an indication of baseline conditions in the Project area at the time and can be used to inform the approach to future studies. The previous baseline studies did not identify any significant barriers to Project development. However, it is important to note that they were undertaken on a different project design (e.g., a vertical shaft instead of a ramp decline) and will require updating.
The Project is situated within the lower western foothills of the Sierra Nevada mountain range within the watershed of the Merced River. Previous studies indicated that the types of wildlife likely to be present were considered typical of the region and not at significant risk from mining activities. None of the sites of archaeological interest found during previous studies correspond with the footprint of the current Project design.
The nearest settlement to the Project is the small town of Hornitos, located approximately 4.5 miles south. The Project site was historically mined as part of the Californian Gold Rush. There are active mining operations in the region, and good transport connections.
A full review of the potential environmental and social impacts will be undertaken as the Project advances. Based on the current Project design, location, and an understanding of metal mining operations in similar environments, the main potential risks associated with operations of this nature include natural hazards, disturbance from air quality, noise, vibration and artificial lighting, impacts on water flow and water quality, impacts on biodiversity mainly through loss of habitat, and risks to groundwater from tailings. However, socio-economic impacts are considered to be positive. Potential environmental and social risks and impacts are considered typical of similar exploration and mining operations in North America, and any potential impacts can be managed appropriately.
Responsible closure planning will be integrated into all phases of the Blue Moon Project and undertaken in compliance with Federal and California State legislative requirements and GIIP. A detailed closure plan and cost estimate has not yet been developed but an indicative amount of US$15 million has been budgeted.
| Blue Moon Mine | 12 | March 2025 |
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Blue Moon Metals Inc. |
| 1.13 | PROJECT ECONOMICS |
This PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Micon’s QP prepared the economic analysis of the Project on the basis of a discounted cash flow model, from which Net Present Value (NPV), Internal Rate of Return (IRR) and payback period can be determined. Assessments of NPV are generally accepted within the mining industry as representing the economic value of a project after allowing for the cost of capital invested.
All results are expressed in United States dollars ($ or US$) except where stated otherwise. Conservatively, an exchange rate of CAD 1.35/US$ has been applied where required for conversion of cost inputs whereas, at the effective date of this report, the spot rate was approximately CAD 1.45/US$.
Cost estimates and other inputs to the cash flow model for the Project have been prepared using constant, first quarter 2025 money terms, i.e., without provision for escalation or inflation.
Project revenues will be generated from the sale of zinc and copper concentrates, with credits for gold and silver content. The Project has been evaluated using constant metal prices of US$4.20/lb copper, US$1.25/lb zinc, US$2,200/oz Au and US$27/oz Ag. No credit or penalty has been applied for lead or any other by-product content in concentrates. These price assumptions are supported by the 10-year price history of each metal presented in Section 19. The sensitivity of the Project to changes in price assumptions has been tested 10% above and below base case values and using both spot (February 2025 market average prices) and consensus price forecasts.
Figure 1.5 shows the relative contribution of each metal to NSR value of the saleable concentrates.
Figure 1.5
NSR Value by Metal
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Blue Moon Metals Inc. |
The capital expenditure (CAPEX) estimate for this Preliminary Economic Assessment (PEA) has been developed using a combination of budgetary quotes from vendors, historical pricing from comparable projects, and parametric calculations based on similar equipment and infrastructure. Cost elements have been refined and itemized to enhance confidence in the estimate. However, the overall accuracy remains within the expected range for a PEA-level study. The approach ensures a robust and well-supported cost estimate while maintaining alignment with the early-stage nature of the assessment.
Table 1.3 summarises the initial, sustaining and total LOM capital costs for the Project, in addition to which a provision of US$15 million has been made for mine closure and rehabilitation costs.
Table
1.3
LOM Capital Cost Estimate
| Area | Initial US$ M | Sustaining US$ M | LOM Total US$ M | ||||||
| Mining | 18.4 | 10.0 | 28.4 | ||||||
| Processing | 55.0 | 42.8 | 97.7 | ||||||
| Infrastructure | 26.7 | 11.7 | 38.4 | ||||||
| Sub-Total Direct Costs | 100.1 | 64.5 | 164.5 | ||||||
| Indirect | 15.9 | 0.0 | 15.9 | ||||||
| Contingency | 28.5 | 0.0 | 28.5 | ||||||
| Total Capital Costs | 144.5 | 64.5 | 209.0 |
The operating costs have been estimated from first principals and in each area of the operating cost estimate, labour costs are based on the proposed headcount, estimated salary and burden for each position.
Table 1.4 provides a summary of the estimated life-of-mine (LOM) PEA operating costs.
Table 1.4
LOM Operating Cost Estimate
| Area | LOM Average (US$/t) | LOM Cost US$’000 | ||||
| Mining | 75.02 | 503,709 | ||||
| Processing | 36.11 | 242,453 | ||||
| E/S and G&A | 5.10 | 34,239 | ||||
| Total Direct Costs | 116.24 | 780,401 | ||||
| Selling Costs | 22.30 | 149,740 | ||||
| Royalties | 0.35 | 2,350 | ||||
| Total Operating Costs | 138.89 | 931,991 |
Table 1.5 presents some key statistics for the Blue Moon Mine base case economic assessment.
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Blue Moon Metals Inc. |
Table 1.5
Base Case: Key Statistics
| Item | Units | Value | ||||
| Nominal Processing Capacity | tonnes per day | 1,800 | ||||
| LOM Total Processed | ‘000 tonnes | 6,714 | ||||
| Zinc Equivalent Grade Processed | % ZnEq | 12.55 | ||||
| Net Smelter Return | US$/tonne treated | 246.00 | ||||
| Copper | 000’lbs | 7,237 | ||||
| Zinc | 000’lbs | 62,260 | ||||
| Average Annual Payable | Gold | oz | 22,566 | |||
| Production (LOM) | Silver | oz | 681,784 | |||
| ZnEq | 000’lbs | 151,046 | ||||
The average C1 cash cost over the LOM is estimated at US$0.60/lb zinc equivalent. Including sustaining and mine closure expenses, the average All-in Sustaining Cost (AISC) over the LOM is estimated at US$0.66/lb zinc equivalent and, including initial capital, the average All-in Cost (AIC) over the LOM is estimated at US$0.77/lb zinc equivalent.
A chart summarising the LOM annual cash flow projection for the base case is given in Figure 1.6.
Figure 1.6
Annual Cash Flow Projection
The base case cash flow equates to a pre-tax IRR of 48% and a net present value at an 8% annual discount rate (NPV8) of US$354 million before tax. After-tax base-case cash flows provide an IRR of 38% and evaluate to NPV8 of US$244 million. After-tax undiscounted payback is achieved in approximately 2 .8 years.
| Blue Moon Mine | 15 | March 2025 |
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Blue Moon Metals Inc. |
Micon has tested the sensitivity of the base case NPV8 and IRR to changes in prices (which may also be used as a proxy for ore grades and recoveries), as well as operating costs and capital expenditures. The Project is most sensitive to changes in product prices with a 30% reduction resulting in a near-zero NPV8. A 30% increase in operating and capital costs reduce NPV8 to US$144 million and US$155 million, respectively, showing the Project to be relatively insensitive to either factor alone.
Table 1.6 compares the key economic results for metal prices 10% lower and higher than the base case, as well as at long-term consensus prices forecast in 2024 and average spot prices observed in February, 2025.
Table
1.6
Detailed Metal Price Sensitivity
| Parameters | PEA Base Case | -10% Pricing | +10% Pricing | Long-Term Consensus Forecast | Spot Prices Average. 2025-02 | ||||||||||||||||
| Copper US$/lb | 4.20 | 3.78 | 4.62 | 4.75 | 4.23 | ||||||||||||||||
| Zinc US$/lb | 1.25 | 1.13 | 1.38 | 1.26 | 1.27 | ||||||||||||||||
| Metal Prices Assumed | Gold US$/oz | 2,200 | 1,980 | 2,420 | 2,181 | 2,895 | |||||||||||||||
| Silver US$/oz | 27.00 | 24.30 | 29.70 | 26.16 | 32.18 | ||||||||||||||||
| After-Tax NPV (US$ M, 8% Discount Rate) | $ | 244 | $ | 163 | $ | 324 | $ | 260 | $ | 340 | |||||||||||
| After-Tax IRR (%) | 38 | % | 29 | % | 46 | % | 39 | % | 48 | % | |||||||||||
| First 6 Years of After-Tax Cashflow (US$ M) | $ | 367 | $ | 293 | $ | 442 | $ | 382 | $ | 458 | |||||||||||
| Payback Period (Years) | 2.4 | 2.9 | 2.0 | 2.3 | 1.9 | ||||||||||||||||
| C1 Cost (US$/lb ZnEq) | $ | 0.60 | $ | 0.60 | $ | 0.61 | $ | 0.60 | $ | 0.55 | |||||||||||
| LOM Average Head Grade (ZnEq %) | 12.55 | 12.66 | 12.47 | 12.72 | 13.83 | ||||||||||||||||
| 1.14 | INTERPRETATIONS AND CONCLUSIONS |
| 1.14.1 | Geological Setting, Exploration, and Resources |
The Blue Moon Project exhibits a typical volcanogenic massive sulphide (VMS) system with mineralization enriched in zinc, copper, lead, gold, and silver. Current drilling defines mineralization extending over 900 m in strike length and to depths of approximately 300 m. Recent exploration programs successfully expanded and confirmed mineralized zones, highlighting considerable potential for resource growth through continued exploration drilling. Updated resource estimates indicate substantial Indicated Resources of 3.7 million tons grading 13.46% zinc equivalent and Inferred Resources of 4.4 million tons grading approximately 12.12% zinc equivalent.
| 1.14.2 | Mining Methods and Infrastructure |
The recommended underground longhole retreat mining method is appropriate for the Blue Moon deposit, offering safe and efficient extraction at planned production levels. Infrastructure plans, including processing facilities, road enhancements, and tailings management, require detailed engineering but are considered achievable and within industry standards.
| Blue Moon Mine | 16 | March 2025 |
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Blue Moon Metals Inc. |
| 1.14.3 | Metallurgy and Processing |
Metallurgical tests confirm effective and robust recovery rates using conventional flotation and gravity separation methods, achieving approximately 95% recovery for zinc, 93.1% for copper, and significant recoveries for lead, silver, and gold. The testing validated that concentrates produced meet or exceed industry-standard specifications for marketability, providing strong support for the economic and technical feasibility of the proposed processing techniques. Further optimization during feasibility studies is recommended to refine and optimize processing parameters.
| 1.14.4 | Environmental, Permitting, and Social Impact |
The Project is expected to have a positive social impact. An initial review of environmental risks indicates that any potential environmental impacts can be managed through appropriate engineering controls, implementation of an environmental and social management system, and adequate resources for technical staff and monitoring equipment/analysis. Specific permitting requirements will need to be confirmed with Mariposa County as the Project advances.
| 1.14.5 | Capital and Operating Costs |
Preliminary capital cost estimates for the Blue Moon Project are approximately US$209 million (LOM), inclusive of mine development, processing plant construction, and necessary infrastructure improvements. In addition, a provision of US$15 million is made for mine closure and rehabilitation.
Total operating costs are estimated at approximately US$138.89 per tonne milled. More detailed engineering studies are recommended to further refine these estimates, optimize project economics, and reduce uncertainties associated with early-stage assessments.
| 1.14.6 | Economic Analysis |
This PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The base case cash flow projection displays positive economic returns, supporting the potential viability of the plant-feed material included in the LOM production forecast.
| 1.15 | RECOMMENDATIONS |
The following recommended work program adopts a two-phased approach to the further development of the project. BMM intends to construct an exploration decline to access a broader portion of the mineral deposit. Drilling of the deposit from underground offers technical and cost benefits over surface drilling; therefore, development an exploration decline is recommended. BMM must obtain permits prior to construction of the decline. Phase 1 of the work program includes the steps necessary to obtain the required permitting for construction. Phase 1 culminates with the decision to advance to Phase 2; the construction of the exploration decline. Sections 26.1 and 26.2 describe the work program phases in detail.
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Blue Moon Metals Inc. |
| 1.15.1 | Phase 1: Planning, Hiring and Permitting |
Following the completion of the PEA, BMM plans to initiate permitting for the development of an exploration decline which, by providing underground access, will allow more efficient exploration core drilling as well as facilitating the geotechnical, hydrogeological, and metallurgical studies which are to be carried out in Phase 2.
Concurrently, Blue Moon intends to expand its team by recruiting additional California-based staff to manage the project’s continued development.
It is recommended that BMM complete the ongoing collation and digitization of paper records from previous work on the Property as a guide to future exploration and development work.
To the extent possible, core from earlier drill programs not already stored securely should also be preserved and examined to provide geological and geotechnical data relevant to the Project.
| 1.15.2 | Phase 2: Exploration Decline Development and Further Studies |
| 1.15.2.1 | Exploration Decline Development |
Upon finalizing the permitting process for the exploration decline, BMM intends to tender and award a construction contract for its development. The decline’s construction is anticipated to take around one year and will support underground exploration and geotechnical drilling, reducing both surface disturbance and drilling costs. Additionally, the decline will be designed for dual functionality, serving as the primary access and haulage way once the mine is in operation. It is projected to extend to a depth of approximately 1,000 feet below the surface.
| 1.15.2.2 | Geology and Exploration |
The Blue Moon mineralization remains open along strike to the south and at depth. A program of exploration drilling is suggested in order to improve confidence in the resource estimate, aimed at bringing at least part of the Inferred Resource into the Indicated category. That drilling would permit geotechnical logging of the core and generate fresh samples on which to conduct metallurgical testwork. As proposed, therefore, Phase 2 includes an exploration drilling program comprising 13 holes totaling 10,650 m, to be conducted from the decline described above. Beyond mineral resource expansion, the program aims to improve understanding of underground geotechnical conditions to refine assumptions regarding stope spans, backfill strength and mining dilution, providing critical data for future mine planning efforts.
| 1.15.2.3 | Hydrogeological Fieldwork |
Pump-testing of existing boreholes should be used to confirm their adequacy as a source of make-up water for the proposed process plant. Additional hydrogeological field work will be conducted to better define mine dewatering requirements during mine operation.
| Blue Moon Mine | 18 | March 2025 |
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Blue Moon Metals Inc. |
| 1.15.2.4 | Metallurgical Testwork |
Metallurgical testwork on representative composite samples of fresh core should be undertaken to (a) confirm the process design criteria currently based on results of earlier testwork; (b) establish whether barite, gypsum, and/or pyrite can be recovered economically; (c) investigate the occurrence of gallium, germanium and indium in the concentrates. Drill core from the exploration drilling program will be used for this purpose, and the testwork should include:
| • | Pre concentration amenability tests to investigate upgrading of the mineralization and the potential to extract barite and /or gypsum before grinding. |
| • | Detailed mineralogical characterization studies. |
| • | Deportment studies for gold, silver and potential critical metals, such as gallium, germanium and indium. |
| • | Hardness and comminution tests. |
| • | Additional gravity testwork. |
| • | Further flotation optimization batch tests followed by locked cycle tests. |
| • | Tailings characterization studies. |
Based on the additional testwork described above, the process flowsheet and equipment sizing may be refined, and the location of the plant and ancillary services may be optimized to minimize capital and operating costs and improve the quality of concentrates produced.
| 1.15.2.5 | Environmental and Social |
Recommendations considered important for ongoing development of the Project include the following:
| 1. | Update all baseline studies and undertake additional surveys and testwork to ensure comprehensive understanding of environmental and social conditions. Particular attention should be paid to geochemical properties, seasonal differences in water bodies and biodiversity (migratory birds and mammals), potential nesting sites for birds of prey, and socio-economic conditions. |
| 2. | Demarcate any known cultural heritage sites and design infrastructure and access routes to avoid them, in collaboration with regulatory authorities. |
| 3. | Communicate with regulatory authorities and other relevant stakeholders to better determine the presence/absence of threatened/protected species and potential migration routes for mammals and birds. |
| 4. | Consider installing basic monitoring infrastructure, such as a weather station and groundwater monitoring boreholes to support ongoing baseline data collection. |
| 5. | Ensure all stakeholder interactions, including informal meetings, are documented and filed to assist the community relations and communications teams in future should the Project proceed to an operational mine. |
| 6. | Integrate sensitive/protected areas into the GIS used by the exploration team, to minimize the risk for damage, for example cultural heritage sites and known wildlife habitats. |
| 7. | Ensure all future exploration drill holes are properly closed up, to minimize land disturbance and avoid future problems with water connectivity. Establish a formal procedure for this and ensure the closure of all drill sites is properly documented. |
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Blue Moon Metals Inc. |
| 8. | Regularly review the project design, to adapt to emerging environmental and social risks and incorporate the latest available technologies for energy efficiency and environmental protection. |
| 1.15.2.6 | Feasibility Study |
The results of the Phase 2 field work programs will inform a Feasibility Study (“FS”) undertaken to refine the Project’s economic and technical parameters, reduce project risks, and enhance resource confidence, while supporting permitting efforts. Upon completion of a FS, a formal construction decision will be made by the BMM board of directors.
| 1.15.3 | Work Program |
A provisional budget estimate for the proposed work program is outlined in Table 1.7.
Table 1.7
Blue Moon Recommended Work Programs
| Activity | Amount (US$’000) | ||
| Phase 1 | |||
| Permitting of Exploration Decline | 500 | ||
| Digitization of drill logs and other paper records | 25 | ||
| Relogging and preservation of historical core | 45 | ||
| Hiring of California-based project development team | 230 | ||
| Exploration decline design, tender & award | 200 | ||
| Phase 1 work program subtotal | 1,000 | ||
| Phase 2 | |||
| Exploration portal construction and decline development (underground) | 21,635 | ||
| Exploration drilling, logging, surveys and assaying | 3,730 | ||
| Hydrogeological field work | 120 | ||
| Metallurgical testwork program on fresh core | 600 | ||
| Environmental testwork and monitoring, social studies | 500 | ||
| FS and updated Technical Report | 2,500 | ||
| Phase 2 work program subtotal | 29,085 | ||
| Total | 30,085 |
| Blue Moon Mine | 20 | March 2025 |
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Blue Moon Metals Inc. |
2.0 INTRODUCTION
Blue Moon Metals Inc. (BMM), holds the mineral rights to the Blue Moon volcanogenic massive sulphide (VMS) deposit (Blue Moon, or the Property) in central California through its wholly owned subsidiary, Keystone Mines Inc. The deposit is known to contain zinc, copper, lead, gold and silver within sulphide minerals that might be processed into saleable concentrates. The deposit is also known to contain gallium, germanium, and barite, which are recommended to be investigated further in a future study as to their potential economic viability.
After acquiring the Blue Moon Property, BMM consolidated the exploration information from previous owners and participants including Hecla Mining Co., Colony Pacific, Westmin, and Lac Minerals and, in November, 2018, published a mineral resource estimate (MRE) prepared by Gary Giroux P.Eng. and Lawrence O’Connor, RM-SME.
BMM itself carried out three separate drilling programs between 2018 and 2021 and, in October, 2023, published a Technical Report disclosing an updated mineral resource estimate (MRE) for the Blue Moon Property. That report was authored by Dr. Thomas A. Henricksen, CPG and Scott Wilson, CPG, the latter of Resource Development Associates Inc. (RDA). There has been no further exploration carried out on the Property since then.
In October, 2024, BMM retained RDA and Micon International Limited (Micon) to update the MRE and prepare a Preliminary Economic Assessment (PEA) of the Blue Moon Property, respectively. That work has now been completed, and the results are presented in this Technical Report.
The qualified persons responsible for the preparation of this report are:
| • | Geology & Mineral Resource | Scott Wilson, C.P.G, RDA |
| • | Mining | Peter Szkilnyk, P.Eng. |
| • | Geotechnical, stope selection | Alan J. San Martin, P.Eng. |
| • | Metallurgy | Richard Gowans, P.Eng. |
| • | Process Plant, Infrastructure | Abel Obeso Muniz, P.Eng. |
| • | Economic Evaluation | Christopher Jacobs, CEng, MIMMM |
A site visit was undertaken on November 5 to 6, 2024 by Scott Wilson C.P.G. SME-RM, Christopher Jacobs CEng MIMMM and Alan J. San Martin, P.Eng., a senior mining engineer with Micon, working in conjunction with Peter Szkilnyk, P.Eng. During the site visit, sufficient opportunity was available to examine drill core from previous programs as well as conduct a general overview of the Property including selected drill sites and the condition of existing project infrastructure.
Based on his experience, qualifications and review of the site and resulting data, Scott Wilson is of the opinion that the programs have been conducted in a professional manner and the quality and quantity of exploration data and information produced from the efforts meet or exceed acceptable industry standards of that time. Much of the data has undergone thorough scrutiny by BMM staff as well as certain data verification procedures by MMTS (see Data Verification, Section 12). Sources of information are listed in the references, Item 27. The geologic discussions herein lean heavily on the information discussed in the Technical Report of 2018 authored by Giroux and O’Connor.
Neither RDA nor Micon has, nor has either previously had, any material interest in BMM or related entities or interests. The relationship with BMM is solely a professional association between the client and the independent consultants. This report is prepared in return for fees based upon agreed commercial rates and the payment of these fees is in no way contingent on the results of this report.
| Blue Moon Mine | 21 | March 2025 |
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Blue Moon Metals Inc. |
This report includes technical information which requires subsequent calculations or estimates to derive sub-totals, totals and weighted averages. Such calculations or estimations inherently involve a degree of rounding and consequently introduce a margin of error. Where these occur, Micon does not consider them to be material.
This report is intended to be used by BMM subject to the terms and conditions of its agreement with Micon. That agreement permits BMM to file this report with the CSA and applicable stock exchanges as an NI 43-101 Technical Report pursuant to provincial securities legislation. Except for the purposes legislated under provincial securities laws, any other use of this report, by any third party, is at that party’s sole risk.
The conclusions and recommendations in this report reflect the authors’ best judgment in light of the information available to them at the time of writing. The QPs, RDA, and Micon reserve the right, but will not be obliged, to revise this report and conclusions if additional information becomes known to them subsequent to the date of this report. Use of this report acknowledges acceptance of the foregoing conditions.
| 2.1 | UNITS OF MEASUREMENT AND ABBREVIATIONS |
All currency amounts are stated in United States dollars, unless otherwise stated. Quantities are stated either in metric units, the standard Canadian and international practice, including metric tonnes (t), kilograms (kg) and grams (g) for mass, kilometres (km) or metres (m) for distance, hectares (ha) for area, and grams per metric tonne (g/t) for gold and silver grades (g/t Au, g/t Ag) or in imperial measures including feet, inches, pounds and short tons (T, each of 2,000 pounds). Precious and base metal grades may be expressed in parts per million (ppm) or parts per billion (ppb) and their quantities may also be reported in troy ounces (ounces, oz), ounces per short ton (opt) for precious metals and in pounds (lbs) for base metals, a common practice in parts of the mining industry.
Table 2.1 provides a list of units and abbreviations that are used in this report.
Table 2.1
Units and Abbreviations
| Abbreviation | Name | Abbreviation | Name |
| $, US$, CAD | Dollar(s) US, Canadian | L | Litre(s) |
| % | Percent(age) | Lb, lbs | Pound(s) avoirdupois |
| < | Less than | m | Metre(s) |
| > | Greater than | M | Million(s) |
| ° | Degree(s) | Moz | Million ounces |
| °C | Degrees Celsius | Ma | Million years |
| 3D | Three-dimensional | Masl | Metres above sea level |
| Ag | Silver | mg | Milligram(s) |
| As | Arsenic | Micon | Micon International Limited |
| Au | Gold | mm | Millimetre(s) |
| AUP | Administrative Use Permit | MSO | Mineable Shape Optimizer |
| Bi | Bismuth | Mt | Million tonnes |
| BLM | US Bureau of Land Management | Mt/y | Million metric tonnes per year |
| BMM | Blue Moon Metals Inc. | km | Kilometre(s) |
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Blue Moon Metals Inc. |
| Abbreviation | Name | Abbreviation | Name |
| CCA | Cedar Creek Associates Inc. | MMTS | Moose Mountain Technical Services |
| CCR | California Code of Regulations | MND | Mitigated Negative Declaration |
| CEQA | California Environmental Quality Act | n.a. | Not available/not applicable |
| cfm | Cubic feet per minute | NAD | North American Datum |
| CIL | Carbon in leach | NEPA | National Environmental Policy Act |
| CIM | Canadian Institute of Mining, Metallurgy and Petroleum | NI 43-101 | Canadian National Instrument 43-101 |
| cm | Centimetre(s) | NOI | Notice of Intent |
| Conc. | Concentrate | NPV, NPV8 | Net present value, at 8% discount |
| CRIP | Complex resistivity | NSR | Net smelter return |
| CSA | Canadian Securities Administrators | ||
| Cu | Copper | opt | Ounces per short ton |
| d | Day (24 hours) | oz | Ounces (troy) |
| DEM | Digital elevation model | oz/y | Ounces per year |
| EA | Environmental Assessment | Pb | Lead |
| EIR | Environmental Impact Report | ppb | Parts per billion |
| EIS | Environmental Impact Statement | ppm | Parts per million |
| ELOS | Equivalent Linear Overbreak/Slough (Mining Dilution) | PRI | Principles for Responsible Investment |
| EP | Equator Principles | QA/QC | Quality Assurance/Quality Control |
| ESG | Environment, Social and Governance | ||
| F | Fluorine | RDA | Resource Development Associates Inc. |
| FLPMA | Federal Law Policy and Management Act | s | Second |
| ft, ft3 | Foot, feet (linear, cubic) | Sb | Antimony |
| g | Gram(s) | SEC | Securities and Exchange Commission |
| g/t | Grams per metric tonne | SEDAR | System for Electronic Document Analysis and Retrieval (https://sedarplus.ca) |
| gal | Gallons (US) | SG | Specific gravity |
| GIIP | Good International Industry Practice | SGMA | Sustainable Groundwater Management Act (California) |
| GIS | Geographic Information System | SI | Systeme International d’Unites |
| GISTM | Global Industry Standard for Tailings Management | SMARA | Surface Mining and Reclamation Act (California) |
| h | Hour | t | Tonne (metric) |
| ha | Hectare(s) | T | Short ton (2,000 lbs) |
| ICMC | International Cyanide Management Code | TC/RC | Treatment charge / Refining Charge applied by a buyer of concentrates |
| ICMM | International Council on Mining and Metals | TMF | Tailings Management Facility |
| ID3 | Inverse Distance Cubed | UNEP | United Nations Environment Program |
| IFC PS | International Finance Corporation Environmental and Social Performance Standards | USGS | United States Geological Survey |
| in | Inch(es) | UTM | Universal Transverse Mercator |
| IP | Induced polarization | WB EHS | World Bank Environmental, Health and Safety Guidelines |
| IRR | Internal rate of return | y | Year |
| IW | Intersected Width | Zn | Zinc |
| kg | Kilogram(s) | ZnEq | Zinc Equivalent - polymetallic rock value expressed in terms of zinc content |
| Blue Moon Mine | 23 | March 2025 |
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Blue Moon Metals Inc. |
3.0 RELIANCE ON OTHER EXPERTS
The Qualified Persons (QPs) responsible for preparation of this report are not experts in legal matters and offer no opinion as to the validity or status of the mineral titles claimed. The authors are required by NI 43-101 to include a description of the Property title, terms of legal agreements and related information in Section 4 of this report. In this respect, the QPs have relied on the title opinion of Dorsey & Whitney, LLP, dated December 18, 2024.
Section 20 of this report was prepared under the supervision of QP Christopher Jacobs, CEng MIMMM. Mr. Jacobs has relied upon the expertise of (i) Becky Humphrey, C.Env., MIMMM for the discussion of existing environmental conditions, potential liabilities and remediation, and (ii) Mr. Jordan Main of Compass Land Group and Mr. Martin P. Stratte of Hunton Andrews Kurth LLP for information relating to existing permits, future permitting requirements, and methods of obtaining those permits, as described in Sections 4 and 20 of this report and summarized in Sections 1 and 26. Accordingly, the environmental and permitting matters discussed herein are provided for information purposes only as required in terms of NI 43-101 and neither the QP nor Micon offers any opinion in this regard.
No other experts were relied upon in the preparation of this technical report.
All data used in this report were originally provided by BMM. RDA’s and Micon’s QPs have reviewed and analyzed data provided by BMM, its consultants and previous operators of the Property, and have drawn their own conclusions therefrom, augmented by direct field examination. The QPs have not carried out any independent exploration work, drilled any holes or carried out any sampling and assaying on the Property, other than a check sample obtained by, and analysed for, RDA.
While exercising all reasonable diligence in checking, confirming, and testing it, the QPs have relied upon BMM presentation of the Project data from previous operators and from BMM’s knowledge and experience of the Blue Moon Mine Project in formulating its opinion.
The descriptions of geology, mineralization, exploration, and previous mineral resource estimates are taken from reports prepared by various companies and/or their contracted consultants. The conclusions of this report rely on data available in published and unpublished reports by various companies that have previously conducted exploration and engineering studies on the Property, and information supplied by BMM, and the QPs have no reason to doubt its validity.
Most photographs presented in this report were taken by the QPs during their site visit. Some figures and tables are taken or derived from earlier reports about the Property and, where appropriate, the source is acknowledged below those items.
| Blue Moon Mine | 24 | March 2025 |
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Blue Moon Metals Inc. |
4.0 PROPERTY DESCRIPTION AND LOCATION
| 4.1 | GENERAL DESCRIPTION AND LOCATION |
The Blue Moon Project is located in eastern, central California along the eastern foothills of the Sierra Nevada Mountains. It is located at latitude 37°33’55 "N and longitude 120°15’22"W, approximately 120 miles south-southeast of San Francisco. The Project is in Mariposa County, California and is situated within Township 4 South, Range 16 East (T4S, R16E), sections 19 and 30, as referenced to the Mount Diablo meridian and baseline of Public Land Survey System (PLSS). The historic and collapsed Blue Moon mine workings are denoted on the Merced Falls 7.5 minute USGS topographic map by two shaft symbols plotted in the SE corner of section 19.
The town of Mariposa, located sixteen miles east of the Project, is the county seat, has a population of around 2,000 and a tourist-based economy relying heavily on visitors to Yosemite National Park. The town of Merced, with a population of around 80,000 inhabitants, is twenty-two miles to the southwest of Blue Moon and has a diverse economy related to large scale agriculture and is home to University of California Merced. The local community of Hornitos with a population of about 75 and minimal services is situated about 4.5 miles south of the Project.
Figure 4.1
Blue Moon Location Map

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| 4.2 | Mineral Tenure |
The Blue Moon Property consists of three distinct land tenure components that cover 494.25 acres. These include:
| 1. | Two patented mineral claims (American Eagle, and Blue Bell & Bonanza) owned 100% by Keystone Mines Inc.; BMM owns the surface and subsurface rights here. |
| 2. | Eight federal lode claims (Red Cloud 1-8) held 100% by Keystone Mines Inc., BMM’s wholly owned US subsidiary which has the mineral rights pursuant to BLM claims. |
| 3. | 100% interest in the mineral rights from two Spanish Land Grants of the James Gann Jr. Trust of 1991, owned by Keystone Mines Inc. in conjunction with a surface rights lease agreement for 40 acres, pursuant to an option purchase agreement completed in 2001. |
Figure 4.2 shows the relative positions of the patented claims (blue), unpatented claims (red) and the private Gann land (green).
Table 4.1 (over) lists the current Blue Moon mineral claims and surface rights on private land.
Unpatented mining claim maintenance fees are current and paid through August 31, 2025.
The Property was previously owned by Westmin Mines, Inc., an Idaho corporation and subsidiary of Westmin Resources, Inc. On September 12, 2002, Westmin Resources was acquired by Expatriate Resources Ltd., now Yukon Zinc Corporation. The acquisition was subject to a purchase agreement with Boliden Westmin (Canada) Limited, whereby Expatriate acquired 100% interest in Westmin Resources, Inc. in return for the issuance of 3 million common shares and the granting of a 0.5% net smelter return royalty capped at US$500,000 to Boliden Westmin.
The subsidiary Westmin Mines, Inc. changed names to Keystone Mines, Inc, on October 25, 2002. In 2004, Expatriate transferred Keystone to Pacifica Resources Ltd., now EDM Resources Inc., through a Plan of Arrangement. Subsequently, in 2007, Pacifica through a Plan of Arrangement, transferred Keystone to Savant Explorations Ltd. Savant Explorations Ltd. changed names to Blue Moon Zinc Corp. on June 5, 2017 and changed its name to Blue Moon Metals Inc. on April 13, 2021. Currently the Blue Moon Property is controlled by Blue Moon Metals Inc. through its 100% ownership of the US subsidiary Keystone Mines, Inc., an Idaho Corporation.
In 2017, Northern Empire Resources Corp. (NM) through an agreement with Imperial Metals Corporation, acquired a 10% net profits interest (NPI) in the Blue Moon Project through the takeover of Imperial’s Sterling Mines subsidiary. The NPI is only to be paid after deducting all operating expenses, all pre-production expenditures dating back to May 14, 1996, and all post-production expenditures. A finance charge of Prime plus one-half of one percent is also to be deducted before any NPI is paid. The NPI was repurchased and extinguished by Keystones Mines Inc. in January 2018 through the issuance of 300,000 Blue Moon Metals Inc. common shares and the payment of US$20,000 cash to NM.
A Mineral Deed dated effective September 1, 2001, and recorded March 4, 2008, as Document No. 2080941, reserved to the James W. Gann, Jr. Trust of 1991, a 3% Net Smelter Returns (as defined in the deed) that in the aggregate was not to exceed US$200,000 on the lands included in the Gann Land.
In September 2020, Blue Moon Metals Inc. repurchased two separate 1% Net Smelter Returns (NSR) on the Blue Moon Project by paying each 1% NSR holder US$12,000 or US$24,000 in total.
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Figure 4.2
Current Land Status at the Blue Moon Project
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Table
4.1
Blue Moon Claims
| # | Claim Type | Status | Claim Reference # |
Claim Name |
Claim Size (Acres) |
Parcel Number (APN) |
Claim Owner |
Notes |
| Patented Claims | ||||||||
| 1 | Patented Mineral Claim | Active | MS 5719 | American Eagle | 20.67 | 007-120-005-0 | Keystone Mines Inc. | Patent No. 973403 dated January 28, 1926, covering Mineral Survey No. 5719, for the American Eagle lode mining claim, covering portions of Section 30, Township 4 South, Range16 East, MDM. |
| 2 | Patented Mineral Claim |
Active | M5718 | Blue Bell and Bonanza | 22.4 | 007-120-002-0 | Keystone Mines Inc. | Patent No. 959494, dated May 18, 1925, covering Mineral Survey No. 5718, for the Blue Bell and Bonanza lode mining claims, covering portions of Section 30, Township 4 South, Range 16 East, MDM. |
| BLM Land | ||||||||
| 3 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101349794 | Red Cloud #1 | 20.32 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 4 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101303528 | Red Cloud #2 | 20.66 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 5 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101300462 | Red Cloud #3 | 6.89 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 6 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101301850 | Red Cloud #4 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
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| # | Claim Type | Status | Claim Reference # |
Claim Name |
Claim Size (Acres) |
Parcel Number (APN) |
Claim Owner |
Notes |
| 7 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101452189 | Red Cloud #5 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 8 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101379487 | Red Cloud #6 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 9 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101347731 | Red Cloud #7 | 3.16 | 007-120-004-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 10 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101378594 | Red Cloud #8 | 6.89 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| Private Land | ||||||||
| 11 | GANN Lands | Active | Letter dated 1 September 2001 | Spanish Land Grant (J.GANN) | 331.28 | 007-120-007-0 | Keystone Mines Inc. | Includes 40 acre surface rights, flexible location within total 320 acre area |
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The Project is located within the boundaries of the County of Mariposa in the state of California. Mariposa County is the lead agent for all county, state and federal permitting jurisdictions. Exploration permits are issued by Mariposa County through an Administrative Use Permit (“AUP”). The Company’s existing AUP expired on June 26, 2023 and the Company will need to apply for a new AUP before commencing any future drilling activities. The Company must file a Notice of Intent to Operate (NOI) with the Bureau of Land Management. The Company has a current NOI in place through to August 27, 2026.
To the extent known, there are no other royalties, back-in rights, payments or other encumbrances to which the Property is subject. The author knows of no known environmental liabilities for which the Property is subject. The author knows of no other significant factors and risks that may affect access, title or the right or ability to perform work on the Property.
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5.0 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE AND PHYSIOGRAPHY
| 5.1 | Access |
The Blue Moon Property is located 22 miles northeast of Merced, California, and approximately 120 miles east-southeast of San Francisco, California.
Access to the Blue Moon Project is via California County Route J16 also known as Hornitos Rd. and Bear Valley Rd. The road is a paved secondary highway between the communities of Hornitos (population < 75) and Bear Valley (population <60). Two miles north of Hornitos, at the intersection of J16 and Exchequer Rd., the Project access is provided by 3.4 miles of gravel roads consisting of county right-of-way across open, private ranch lands and BLM Federally managed ground.
| 5.2 | Topography, Elevation and Vegetation |
The Blue Moon Project is located in the lower foothills of the western Sierra Nevada mountains. The mineralized Property generally coincides with and lies along a broad, prominent northwest trending ridgeline known as Bullion Hill. Elevations on the Project site are between 1,420 ft and 1,180 ft above mean sea level. Lands falling away to the east and west are open, rolling hills covered with tall grasses and sparsely scattered oak trees with some pines. Drainage to the east and south is into Hornitos Creek and the San Joaquin River; to the east and north into Lake McClure behind the Exchequer dam on the Merced River; to the west into Lake McSwain below Exchequer dam on the Merced River.
Figure 5.1
Drone View from Above Blue Moon Shaft to the South Along Ridge
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| 5.3 | CLIMATE |
The average yearly temperature for Hornitos, 4.5 miles south of the Blue Moon Property, is 61°F with an average temperature of 82°F (maximum 100°F) in July and an average of 48°F (minimum 34°F) in December and January. The average yearly precipitation for the area is approximately 19 inches with a high of 13.5 inches between December and the end of March, and a low of 0.5 inches in July and August. Precipitation generally comes as gentle falls rains between October and January and as occasional heavy downpours sometimes causing local flash flooding and small landslides or slumps. Rare occasional trace of snow can occur in winter. Summers are hot and dry.
| 5.4 | INFRASTRUCTURE |
A small storage facility is in place on the site consisting of six steel, lockable, Conex-type shipping containers used for core storage and temporary office space, and 400 linear feet of outdoor, steel core racks under corrugated, steel roofing.
Necessary additional rental equipment to adequately supply and support drilling campaigns has proven to be readily available nearby. Any future potential development beyond exploratory drilling will require additional infrastructure as there are currently no services available at the Project site.
Overhead transmission lines from the Exchequer hydro dam pass close to the Property (Figure 5.2) and it is anticipated that a connection to this grid will provide power for the Project.
Existing wells could provide water for exploration drilling and should be tested to establish their adequacy to support the potential mining and processing operations, subject to which additional wells may be required.
The site has adequate space within which to locate the surface infrastructure for mining, processing and waste (tailings) storage as described elsewhere in this report (see Figure 18.1). Personnel are anticipated to be drawn from neighbouring communities including the towns of Mariposa and Merced.
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Figure 5.2
Existing Infrastructure
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6.0 HISTORY
| 6.1 | BACKGROUND |
Extending along the foothills of the west slope of the Sierra Nevada from Butte County on the north to Fresno County on the south is a discontinuous belt of copper and zinc mineralization. This belt also has been the source of substantial amounts of gold. Gold-bearing gossans in the oxidized zones overlying the copper-zinc deposits were mined during the gold rush. Later, during the copper “booms” of the Civil War and World Wars I and II, considerable amounts of gold were recovered as a by-product. During the 1930s a few gossan deposits in this belt were again mined for gold.
The primary copper and zinc deposits consist of lenticular sulphide bodies in zones of alteration in greenstones and various types of schists. Mineralization contains abundant pyrite with associated chalcopyrite, sphalerite and some gold and silver. Most of the mineralization contains only a small fraction of an ounce of gold per ton, but some deposits have yielded as much as one ounce of gold per ton. Also present are galena, bornite, tetrahedrite, covellite, and chalcocite.
The most important mines in the foothill belt have been the Big Bend mine, Butte County; Spencerville and Boss mines, Nevada County; Dairy Farm and Valley View mines, Placer County; Copper Hill and Newton mines, Amador County; Penn, Quail Hill, Napoleon, Collier, Keystone-Union, and North Keystone mines, Calaveras County; Blue Moon, Pocahontas, Green Mountain and La Victoria mines, Mariposa County; Buchanan, Jessie Belle, and Daulton mines, Madera County; and Fresno Copper and Copper King mines, Fresno County.
Considerable by-product gold has been recovered from copper mines in the Moonlight District of northeastern Plumas County, the principal sources having been the Walker, Engels, and Superior mines. However, few production figures are available, so the total gold output of these mines is unknown. In 1931, the Walker mine was the source of 432,000 tons of copper ore that had an average gold content of 0.05 ounces per ton. At the Walker mine, the mineral bodies consist of wide chalcopyrite-bearing quartz veins in schist and hornfels near granitic rocks. At the Engels and Superior mines, the deposits are bands of chalcopyrite and bornite in sheared granitic rocks.
The Blue Moon deposit is the largest known volcanogenic massive sulphide deposit of its type within the Foothills Massive Sulphide Belt.
A few miles to the south of the Blue Moon Property in Mariposa County is the nearby town of Hornitos. a formerly rollicking Mexican village that sprang up in the 1850s from the newly rich gold diggings at Quartzburg. Situated on Burns Creek, “Hornitos” means “little ovens” in Spanish and was named for the above ground rock and adobe graves of Mexican settlers found in the area. These gravestones were built like little square bake ovens. The population is less than 75 residents today.
| 6.2 | BLUE MOON PROPERTY |
| 6.2.1 | 1890 - 1945 |
Although copper was discovered in Mariposa County during mid-1800s gold rush, initial exploration on the Property did not begin until the 1890’s. Approximately 50 prospect pits, trenches, and shafts were developed by gold prospectors at that time, mainly on quartz outcrops and pyritic/gossanous outcrops. In 1899, the American Eagle adit was driven 300 ft into an alteration zone and an “appreciable quantity” of gold was produced from one of six known mineralized zones. This zone is now covered but was reported to be about 4 ft wide and consisted of oxidized sphalerite, pyrite, tetrahedrite, galena, chalcopyrite, silver, and gold, with grades of roughly 3% to 8% zinc, 2% to 11% copper, 1% lead, 1 opt to 3 opt silver, and 0.01 opt to 0.22 opt Au. This mine was worked until 1912, and then was idle until 1942 when, during WWII, a small block of ground was stoped. By 1943, production from the American Eagle was suspended and it has remained inactive since then. No reliable figures for the total production at the American Eagle are available.
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In the early 1930’s prospecting in the Blue Moon area, just north of the American Eagle was begun. In 1935 a small amount of Au-Ag-Cu oxide ore was mined, probably representing the surface expression of the Blue Moon Main Zone. In 1940, Red Cloud Mines, Inc. (Red Cloud), began developing shallow workings which intersected zinc, probably in the Main Zone in the area Blue Moon Shaft #1. The Federal Bureau of Mines had initiated a diamond-drilling program at the American Eagle mine based on an examination by one of its engineers in June 1943; drilling was done from January to March 1944. The results of this drilling by the government are unknown.
Exploratory drilling at that time verified continuity of the mineralization at depth. In 1943, Red Cloud was acquired by Hecla Mining Co. Production at a rate of 200 tons per day yielded ore with an average content of 14% zinc and minor copper, lead, silver and gold. Cutoff grade was defined as 7% zinc over a minimum stope width of four feet. Ore was milled and concentrated by flotation at the Jenny Lind gold mine and mill site located four miles to the southeast. Zinc concentrates were sold to Metals Reserve Co. at Merced Falls and later at Merced; copper concentrates were trucked to the ASARCO smelter at Selby, California.
In 1945, the “hanging wall fault breccia” caved twice, once in the summer and again in November. Following the second cave-in, all work at the Blue Moon mine was suspended. At that time the mine had been developed to a depth of 490 ft and along strike for 320 ft, with a total of 2,370 ft of workings. Total reported production amounted to 55,655 tons containing about 12.3% zinc, 0.37% copper, 0.48% lead, 3 .76 opt silver, and 0.062 opt Au.
At the time of its closing, the consolidated Blue Moon mine was ranked as the eleventh largest producing mine, and by far the largest productive base metal mine, in Mariposa County.
| 6.2.2 | 1945 – 1975 |
Exploration and mining activities on the Property were paused during this period.
| 6.2.3 | 1976 - 1990 |
In 1976, Amselco acquired the Property from prospectors Tom Evans and Norm Stevens, and conducted soil geochemical and electromagnetic surveys and 4,161 feet of percussion drilling between 1976 and 1979. Between 1981 and 1984, Colony Pacific Explorations Ltd. (an Imperial Metals Corporation subsidiary) conducted geological mapping, soil geochemical sampling, induced polarization and downhole EM geophysical surveys, and 33,385 ft of diamond drilling. This drilling was focused on testing the down dip extension of the mine area. Mr. Evans supervised this work and defined the steep plunge of the lenses to the south, still recognized today.
American Mine Services optioned the Property from Colony Pacific in 1983 and calculated a geological and mineable reserve, as per 1983 criteria, as well as undertaking preliminary metallurgical studies, mine engineering and design studies and site facilities planning but subsequently defaulted on their option agreement in 1983. Westmin Resources Limited concluded an option on the Property and conducted several exploration programs in the period 1984-1987 and completed 56,853 ft of diamond drilling expanding the resource base of the deposit and discovering the American Eagle lens and East lenses. The exploration work included recalculation of the mineral resource, and commencing engineering studies and conducting metallurgical, hydrological, and environmental baseline studies. In October 1987, Westmin terminated its option and converted its interest into an equity position in Colony Pacific. The latter continued with permitting of an underground exploration permit and made application for a permit for an underground development and exploration program. More than US$5 million in exploration was completed in the period (Thompson, 1995).
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| 6.2.4 | 1991 - 2001 |
In 1991 Lac Minerals (eventually Barrick) optioned the Property from Colony Pacific and carried out 19,654 ft of drilling in 15 holes. Lac Minerals also completed soil and rock geochemical surveys, and HLEM and magnetic surveys. Westmin re-acquired the Property in May 1996 at a cost of US$1.45 million.
Following the repurchase in May of 1996, Westmin resumed evaluation of the development of the Blue Moon Property, however as budgetary priorities were being focused on the company’s discovery at the Wolverine deposit in the Yukon, exploration and development efforts were diverted away from Blue Moon. In February 1998, Westmin granted Augusta Metals Corporation an option on the Blue Moon Property. Augusta completed 2,470 ft of drilling in five holes on the Lone Oak barite-gold prospect southeast of the main VMS zone. Subsequently Augusta failed to fulfill its work commitments, and the option was forfeited during 2000/2001.
| 6.2.5 | 2002 - Present |
In 2002, Expatriate Resources Ltd. (Harlan Meade) purchased Westmin from Boliden. In 2004, the Blue Moon Property was spun out into Selwyn Resources Ltd. Subsequently, in 2007, Savant Explorations Ltd. was spun out from Selwyn Resources and issued a NI 43-101 resource estimate based on previous well-documented work programs in 2008 (Morris, R.J. and Giroux, G. 2008).
In 2017, Savant was renamed Blue Moon Zinc Corp., and an updated mineral resource estimate was issued. Between 2018 and 2021, a multi-year drilling program was carried out under a JV with Platina Resources, and a 10% NPI and two 1% NSR royalties were bought back.
In April, 2021, the company was renamed Blue Moon Metals Inc. (BMM).
In 2023, a geophysical (gravity) survey was conducted on the Property (Carpenter, T., 2023) and a revised resource estimate was published, including the 2018-2021 drilling data (Hendricksen, A.H. and Wilson, S., 2023).
Figure 6.1, Figure 6.2, and Figure 6.3 show some historical mine workings and previously mined mineralized rock at the Blue Moon Project.
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Figure 6.1
American Eagle Mine Entrance

Figure 6.2
Blue Moon Mine; Historic Mine Shaft of Hecla
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Figure 6.3
Blue Moon VMS on Dump of Shaft 2

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7.0 GEOLOGICAL SETTING AND MINERALIZATION
The Blue Moon deposit is hosted by the Upper Jurassic Gopher Ridge Formation of the Western Block of the Sierra Foothills Metamorphic Belt. This belt extends for 186 miles along the western foothills of the Sierra Nevada Mountains and is approximately 9.5 miles wide. Along the length of the belt, clusters of Zn-Cu rich, polymetallic, massive sulphide deposits occur at approximately 25-mile intervals. Many mines were developed between 1860 and the mid 1900s along the belt. One of the largest was the Penn mine in Calaveras County north of Mariposa County, which produced 883,402 tons of Cu-Zn-Pb (Au-Ag) ore (Martin, 1988).
| 7.1 | REGIONAL GEOLOGY |
Rocks in the Sierra foothills consist of north trending tectonostratigraphic belts of metamorphosed sedimentary, volcanic, and intrusive rocks ranging in age from late Paleozoic to Mesozoic. These belts represent rock sequences, largely of island-arc affinity, that were accreted to the continent. They extend about 235 miles along the western side of the Sierra and are flanked to the east by the Sierra Nevada Batholith and to the west by sedimentary rocks of the Cretaceous and Jurassic Great Valley sequence.
The structural belts are internally bounded by the Melones and Bear Mountains fault zones, and are characterized by extensive faulting, shearing, and folding (Earhart, 1988). Historically, three belts have been identified in the southern Sierran foothills based on lithologic differences and the nature of gold mineralization - the West Gold Belt, the Mother Lode Belt, and the East Gold Belt. The Mother Lode Belt is responsible for most of the gold produced. However, substantial gold has been produced from the East Belt, as well as gold, copper, and other base metals from rocks of the West Belt.
The West Belt consists of an eastern component composed of an ophiolitic melange and a Jurassic age western component composed of the Copper Hill Volcanics, the Salt Springs slate, and Gopher Ridge Volcanics. The Bear Mountains fault zone separates the melange from the Copper Hill Volcanics. The West Belt contains widely scattered gold deposits occurring in quartz veins and stringers in schist, slate, granitic rocks, altered mafic rocks, and as gray ore in greenstone. The West Belt also hosts the Foothill Copper-Zinc Belt (Figure 7.1) and the massive sulphide deposits of the Penn Mine and other VMS deposits.
The Mother Lode Belt traverses western Calaveras County and consists of the upper Jurassic Logtown Ridge and Mariposa formations. The Logtown Ridge Formation consists of about 6,500 ft of volcanic and volcanic-sedimentary rocks of island arc affinity. The overlying Mariposa Formation contains a distal turbidite, hemipelagic sequence of black slate, schist, amphibolite and chlorite schist, fine-grained tuffaceous rocks, and subvolcanic intrusive rocks. The thickness of the Mariposa Formation is estimated to be about 2,600 ft thick at the Consumnes River (Earhart, 1988).
Mother Lode mineralization is characterized by steeply dipping gold-bearing mesothermal quartz veins and bodies of mineralized country rock adjacent to veins. Mother Lode mineral production is generally low to moderate grade (1/3 ounce of gold or less per ton), but mineral occurrences may be considered large in volume. Mother Lode veins are characteristically enclosed in Mariposa Formation slate with associated greenstone. The Mother Lode belt vein system ranges from a few hundred feet to a mile or more in width. Mother Lode type veins fill voids created within faults and fracture zones and consist of quartz, gold and associated sulphides, ankerite, calcite, chlorite, limonite, talc, and sericite. The Melones Fault zone separates the Mother Lode Belt from the East Belt.
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The Eastern Belt is dominantly argillite, phyllite plus phyllonite, chert, and metavolcanic rocks of Paleozoic-Mesozoic age. The phyllite and phyllonite are dark to silvery gray. The chert is mostly thin bedded with phyllite partings.
Figure 7.1
Foothills Copper-Zinc Belt, Western Sierra Nevada Mts., California

The Paleozoic-Mesozoic metasedimentary and metavolcanic rocks of the Eastern Belt have been assigned to the Calaveras Complex by most investigators (Earhart, 1988). Older Paleozoic metamorphic rocks have been assigned to the Shoo Fly Complex. The metamorphic complexes have been intruded in places by Mesozoic plutonic rocks.
Lode deposits of the East Belt consist of many individual gold-bearing quartz veins enclosed in metamorphic rocks of possible Jurassic age, metamorphic rocks of the Calaveras Complex, metamorphic rocks of the Shoo Fly complex, or in granitic rocks. Most of the veins trend northward and dip steeply. An east-west set of intersecting faults may be a controlling factor in controlling deposition of metals. Mineral deposits of the East Belt are smaller and narrower than those of the Mother Lode, but commonly are more chemically complex, and richer in grade. Gold is usually associated with appreciable amounts of pyrite, chalcopyrite, pyrrhotite, galena, sphalerite, and arsenopyrite.
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| 7.2 | LOCAL GEOLOGY |
The Foothill Copper-Zinc Belt (Figure 7.1) forms part of a complex litho-tectonic belt of Jurassic age island arc metavolcanic, metasedimentary, and meta-plutonic rocks. It lies west of, and roughly parallel to the Mother Lode gold belt. The metallic deposits, which form lenticular bodies in the metavolcanic rocks, are primarily composed of massive pyrite and various amounts of chalcopyrite, sphalerite, gold and silver. Some deposits, however, contain small amounts of pyrrhotite, galena, tetrahedrite, or bornite.
Until the early 1970s, the massive sulphide deposits at the Penn Mine were thought to be epigenetic replacement deposits formed along shear zones (Heyl, et al, 1948; Clark and Lydon, 1962). The reinterpretation of massive sulphide deposits in Japan as being of volcanogenic origin rather than replacement deposits resulted in a re-evaluation of many massive sulphide deposits in the western US. As a result, more recent studies of specific deposits, including those of the Penn Mine, have proposed a syngenetic origin of these deposits (Peterson, 1985).
Kemp (1982) defined the island-arc setting in which the Foothill Copper-Zinc Belt deposits are situated. Schmidt (1978) defined the textural and structural attributes, stratigraphic framework, and the sulphide mineralogy at the Penn Mine and concluded these deposits are more indicative of Kuroko-type syngenetic volcanogenic sulphides. Bedrock at the Penn Mine consists primarily of greenschist-facies metavolcanic rocks of the Gopher Ridge Volcanics that strike N30°W and dip steeply to the east (generally greater than 70°).
Despite the regional metamorphism and eastward tilting there is little evidence of major folding or faulting in the area (Peterson, 1985). The metavolcanic rocks have a weak to intense foliation paralleling the strike. Peterson (1985) subdivided the Gopher Ridge Volcanics at the Penn Mine into one intrusive and five volcanic sub-units based on prominent lithologic features: 1) felsic quartz porphyry intrusive unit, 2) siliceous tuff unit, 3) basalt unit, 4) mafic to intermediate tuff unit, 5) heterogeneous tuff unit, and 6) vent complex unit.
Most of the copper-zinc deposits are intimately associated with sills and lenses of the felsic quartz porphyry unit which occur within the lower three volcanic units. Also associated with the deposits are large areas of sericitic and silicic alteration that produced a quartz sericite schist, and chloritic, hematitic, and pyritic alteration halos around the mineralization. Mineralization occurs in two distinct zones; a western ore zone lying to the east of quartz porphyry schist and along which Shaft Nos. 1, 2, 6 were sunk, and an eastern ore zone just west of chloritic quartz porphyry, which was mined in shafts Nos. 3 and 4. Twelve separate zones were differentiated during underground mining. Heyl et al (1948) provides numerous cross sections through many of these areas within the mine.
Schmidt (1978) identified several zoned mineralization types including massive sulphides, stringer veins and disseminated mineralization. The principal domains consist of massive mixtures of sphalerite, pyrite, bornite, and chalcopyrite with minor gangue comprised of barite, quartz, calcite and/or mica schist, and rare to minor galena and tetrahedrite/tennantite. Quartz, selenite, and some native copper are also present (Clark and Lydon, 1962).
Many of the massive zones are banded with alternating layers of chalcopyrite, pyrite, or sphalerite, whereas others are a fine-grained heterogeneous mixture of up to 60% sphalerite, 50% pyrite, and varying proportions (up to 30%) of copper and accessory minerals. Many of the banded mineral bodies show kinks, swirls, and folds indicative of post-deposition deformation (Schmidt, 1978). The mineralization shapes are lenticular in form, and the long axes plunge down dip or steeply to the north or south. Mineralization shows pronounced elongation with length-to-width ratios ranging from 2:1 to 5 :1 and averaging 3:1 (Schmidt, 1978). They varied considerably in size, some having been mined along the pitch length of as much as 1,000 ft (Heyl et al, 1948). Thickness of mineralization varies from 4 ft to 30 ft. Stringers are pyrite, chalcopyrite, sphalerite, bornite, calcite, barite, and quartz. Gangue of fine-medium-grained aggregates of quartz, calcite, and barite occur interstitial to the stringers.
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Disseminated mineralization consists of disseminated pyrite, chalcopyrite, and sphalerite, and are associated with extensive wall-rock alteration (Schmidt, 1978). Fine-grained pyrite comprises between 1 % to 10% of the rock. Mineralization displays a strong asymmetric zonation both in mineralogy and mode of mineral occurrence, which was not consistent with a replacement origin.
A typical mineral body in the Western zone consists of: 1) a hanging wall layer of massive to banded mineralization rich in sphalerite, barite, chalcopyrite, pyrite, and galena, and tetrahedrite-tennantite, with sphalerite-barite rich mineralization being more abundant towards the hanging wall, and copper minerals more abundant towards the footwall; 2) a zone of stringer mineralization with copper minerals (bornite and chalcopyrite), pyrite, quartz, and minor tetrahedrite; and 3) quartz-pyrite veinlets and disseminated pyrite mineralization with quartz porphyry or rhyolitic tuffs.
In the Eastern zone, the above sequence is reversed, occurring from footwall to hanging wall. The zoning was attributed to a syngenetic process where gravity would contribute to the asymmetry of both the mineral types and alteration effects (Schmidt, 1978). Mineralized zones are conformable with the volcanic section. Mineralization lies along bedding and schistosity planes rather than along fault planes or fractures zones as would be expected by a hydrothermal origin. These zones also exhibit stratigraphic selectivity, occurring only within or to one side of a felsic quartz porphyry.
Mineralization commonly occurs at the contact of a felsic porphyry with more mafic rocks. The felsic quartz porphyry intrusive units and parts of the volcanic units are altered to sericite and silicified in the stratigraphic horizons of the deposits (Peterson, 1985). Similar associations of felsic rocks and alteration are characteristic of Kuroko-type deposits massive sulphide deposits (Franklin et al, 1981). The fluids affecting the felsic quartz porphyry intrusive and responsible for the mineralization are thought to have had a common origin, with alteration occurring contemporaneously with deposition of the metallic mineralization. First the volcanic units were deposited in an island arc environment. Contemporaneous with or shortly after their deposition, felsic quartz porphyry bodies intruded the volcanic rocks along bedding planes to form a number of sills, the massive sulphide bodies were deposited, and the adjacent country rock was altered.
| 7.3 | PROPERTY GEOLOGY |
The Gopher Ridge Formation in the area of the Blue Moon deposit consists of a basal sequence of basalt and andesite overlain by a rhyolite, Figure 7.2. The rhyolite strata are up to 300m thick and host the Blue Moon deposit(s). The sulphide-sulphate mineralized lenses are hosted in the lower part of the felsic sequence. The felsic volcanic rocks are succeeded to the east by volcaniclastic rocks and ultimately by deep-water argillaceous, sedimentary rocks (Meade, 1996).
Strata at Blue Moon strike approximately 20° west of north, dip near vertically, face to the east and are tightly folded. Minor fold features suggest a steep, north plunge of the regional structure. All lithologies have undergone low grade metamorphism and the prefix “meta” is not applied to lithologic names for the sake brevity in writing. Lithologies observed at Blue Moon exhibit metamorphic characteristics of the lower greenschist facies. The rhyolite strata have been subdivided on the basis of phenocryst mineralogy into three distinct units: aphyric rhyolite, feldspar porphyry rhyolite and quartz-feldspar porphyry rhyolite. The distinction of these different types of rhyolite allows the modeling of the depositional environment of the volcanic rocks at the time of the sulphide mineralization and the identification of stratigraphic horizons within the felsic rocks. More massive phases of aphyric rhyolite define rhyolite dome features that are flanked by clastic, fragmental facies. The thinning of the aphyric rhyolite proximal to the domes defines favorable environments for deposition of massive sulphide mineralization. Further up the stratigraphic sequence, massive feldspar porphyry rhyolite appears to define sill or dyke features that locally truncate sulphide mineralization.
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Sericitic alteration and bleaching of the rhyolite strata cause wide ranges in the appearance of the various rhyolite rocks, and careful distinction of alteration changes versus changes in lithology is important to defining the volcanic stratigraphy.
Lateral to the sulphide mineralization, chemical sedimentary rocks containing hematite, magnetite, barite, silica and manganese minerals, helped define mineralized horizons. Sulphide-barite mineralization on the edges of massive sulphide mineralization grades laterally into hematite-jasper iron formation, which, in turn, grades into manganese-bearing siliceous tuffaceous rock.
Figure 7.2
Property Geology (Meade, 2002)

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| 7.4 | MINERALIZATION |
Probably the best local surface geology maps displaying mineralization at the Blue Moon deposits were those during Harlan Meade’s leadership time with both Western Mines and Expatriate Resources (Figure 7.2). Several geologists, including Paul Wodjak and Garfield McVeigh are mentioned in the references. Several subsequent geologists have mapped offset faults in the Main Zone and more work is necessary to clarify these differences.
The Blue Moon deposit is a Kuroko-type volcanogenic massive sulphide deposit. The deposit is shown to have some similarities with the Lynx and Myra deposits at Myra Falls, Vancouver Island. Stacked sulphide-sulphate lenses occur in two or more horizons within a 50 ft to 180 ft stratigraphic interval. Four distinct lenses of massive sulphide mineralization have been identified; the West, Main, East and American Eagle zones. The American Eagle Zone appears to occur in the same stratigraphic position as the West Zone.
The West Zone occupies the lowest stratigraphic position and occurs near the base of the aphyric rhyolite sequence. The Main Zone lies stratigraphically above the West Zone and occurs with the first appearance of quartz and feldspar porphyry rhyolite. The East Zone lies stratigraphically above the Main Zone, although several authors have included it as part of the Main Zone. It is hosted entirely within feldspar porphyry rhyolite.
Massive sulphide mineralization consists of pyrite, sphalerite, chalcopyrite, galena, and minor tetrahedrite and bornite. Massive and semi-massive sulphides may be accompanied by purple anhydrite, gypsum or barite. Textures include massive, banded and clastic mineralization.
Metal zoning in base or precious metal is poorly understood although there is a strong tendency for narrower mineralized zones to be relatively richer in gold and silver and to have barite gangue.
The potential mineral horizons are enveloped by sericite-silica-pyrite alteration that extends laterally in the rhyolite stratigraphy at least 3,000 ft, as far as known mineralization is recognized, and more than 490 ft into the footwall andesite. A stockwork sulphide feeder zone is not clearly identified within the footwall alteration zone. This discordant sericite altered zone is linked to a lower strata-bound sericite altered zone in the footwall andesite which extends at least 0.7 miles to the south from the deposit and may be an important exploration tool to identify other mineralized centres.
The lower mineralized horizon (West and American Eagle zones) generally contains more pyrite, chalcopyrite, sphalerite, anhydrite and gypsum than the upper mineralized horizon (Main and East zones) which is comparatively enriched in galena, tetrahedrite and barite. The South Zone has not been studied. Gold and silver grades can be significant in the lower horizon lenses but are on average three times greater in the upper horizon lenses.
A database of some 1,540 samples is available for the deposit. All the samples are from drill core. Table 7.1 lists some of the general statistics.
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Table 7.1
Blue Moon Summary Statistics from Drill Core
| Parameter | Minimum | Maximum | Mean | Stand. Dev. | C.V. | |||||||||||||||
| Sample length (ft) | 0.4 | 21.3 | 3.78 | 1.78 | 0.47 | |||||||||||||||
| Copper (%) | 0.0 | 10.7 | 0.35 | 0.85 | 2.44 | |||||||||||||||
| Zinc (%) | 0.0 | 46.0 | 2.37 | 5.09 | 2.15 | |||||||||||||||
| Lead (%) | 0.0 | 6.4 | 0.14 | 0.47 | 3.48 | |||||||||||||||
| Silver (oz/ton) | 0.0 | 40.3 | 0.69 | 2.44 | 3.55 | |||||||||||||||
| Gold (oz/ton) | 0.0 | 1.04 | 0.019 | 0.06 | 3.19 | |||||||||||||||
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8.0 DEPOSIT TYPES
The Blue Moon deposit is a Kuroko-type, polymetallic, volcanogenic, massive sulphide deposit, or VMS deposit. The sulphide-sulphate deposit is hosted in rhyolite. Anomalous metalliferous mineralization includes pyrite, sphalerite, chalcopyrite, galena, and minor tetrahedrite and bornite. The associated sulphate minerals are barite, gypsum and purple anhydrite. To date, four lenses of mineralization have been identified within at least two, possibly three, horizons. The lenses are enveloped by sericite-silica-pyrite alteration. Gold and silver grades are significant in the lower horizon lenses but are, on average, three times greater in the upper horizon lenses.
The volcanogenic massive sulphide deposit type and model for Blue Moon is considered appropriate, and the proposed exploration program is planned accordingly.
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9.0 EXPLORATION
Exploration of the Blue Moon Property, mostly historical in nature, was in part carried out by earlier owners and includes geological mapping, soil geochemical surveys and geophysical surveys, including an induced polarization survey and down-hole EM surveys.
BMM has carried out surface exploration at the prospect. Three drill campaigns were carried out in 2018, 2019, and 2021 (see Section 10.0), and a gravity survey in 2023, as reported in Section 9.3.2, below.
| 9.1 | GEOLOGICAL MAPPING |
Westmin Resources and Expatriate Resources geologists carried out several campaigns of excellent geological mapping in the late 1980s and at Lone Oak in 1991. Mapping was at a scale of 1:500. A summary of the maps is shown in Figure 7.2.
Westmin’s mapping found volcanic rocks of the Gopher Ridge Formation comprised basalt overlain by andesite and rhyolite. The rhyolite succession is 900 ft to 1,000 ft thick in the vicinity of the West and Main zone mineral deposits and is divided into four units based on quartz and feldspar phenocryst content and texture. The most important unit is the footwall rhyolite because it is key to localizing ore. It is a distinctive aphyric (cherty) rhyolite, commonly banded and highly variable in color. The top of the footwall rhyolite defines the West zone mineralized horizon. New zones of aphyric rhyolite to the south of Blue Moon, whether or not they are exactly correlative with the footwall rhyolite, are considered by previous authors to have better mineralization potential than other types of rhyolite.
The West zone horizon marks a sharp change in the rhyolite stratigraphic sequence at Blue Moon. Rhyolite above the West zone comprises clastic, sparsely feldspar porphyritic rhyolite (“curdy”) rhyolite and quartz-feldspar porphyritic phases. The Main zone at Blue Moon lies above the West zone and occurs in sparsely porphyritic and curdy rhyolite 40 ft to 180 ft stratigraphically above the West zone. These phases of rhyolite are a less specific guide to ore. The footwall and curdy rhyolite appear to be domal features and either unit could host mineralization south of the American Eagle adit.
Rhyolite is prominent east and south of the Blue Moon deposits but should not be regarded as a negative feature to finding more mineralization. In fact, it might be considered favorable because most of the copper-zinc zones at the Penn deposit are closely associated with intrusive quartz porphyry rhyolite.
| 9.2 | GEOCHEMICAL SURVEYS |
Two soil geochemical surveys were completed, one by Colony Pacific in the early 1980s was limited to main deposit area and a later survey by Lac Minerals in 1991 that covered the entire Property. In both surveys soil was collected from the “B” soil horizon. The analytical reports are no longer available; however, as the surveys were conducted by reputable mining companies, the author has no reason to doubt their authenticity.
Little detail remains on the Colony Pacific survey other than the grid spacing of 400 ft by 50 ft and that only zinc, copper, silver and barium were analyzed by the atomic absorption method. Colony Pacific found a moderately strong copper-zinc soil anomaly overlies the andesite footwall alteration zone and the sub-crop of the mineralized zones. It is 500 ft to 1,000 ft wide and extends to the southern limit of the survey at that time.
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Hydromorphic dispersion downslope has enhanced the extent of copper and zinc anomalies. Silver was not useful and barium was ineffective due to incorrect analytic procedure. Apparently, no other elements such as lead were determined.
In the 1980’s. Lac Minerals’ (now Barrick) 1991 soil survey is more detailed (50 ft intervals on lines 200 ft apart), covered the entire Property, employed better methodology (ICP and fire assay AA finish) and analyzed for gold, silver, copper, lead, zinc, manganese, arsenic, antimony, barium and mercury. The survey shows that zinc and copper are commonly subject to hydromorphic dispersion in this local California climate. The results for lead, one of the least mobile of the metals analyzed is shown in Figure 9 .1. The anomalous results highlight the rhyolite-andesite contact as being favorable to mineralization, and indicate the metalliferous nature of the contact.
| 9.3 | GEOPHYSICS |
| 9.3.1 | EM Studies by Walker (2021) |
Walker (2021) carried out a study on the effectiveness of EM surveys, both surface and down hole surveys, in finding new massive sulphides at the Blue Moon Property. He examined the old data and came up with the following conclusions:
| • | Based on the borehole logging and previous exploration reports, the sphalerite zones at the New Moon Project are not very conductive. |
| • | Based on the EM carried out by Lac and Boliden the maximum depth of detection of the Main Zone was detected ~250 m below surface. |
| • | Based on the Boliden downhole EM data the Main Zone was detected in boreholes 60 m to 80 m away. However, if Hole 70 anomaly is related to BM83 that distance is larger. |
| • | These depths and distances will depend upon how massive the zone is and also on the coupling of the surface loop and the conductor. |
| • | For these deep targets I feel that borehole EM is your best bet. I would suggest surveying the holes as soon after drilling as possible to ensure the holes remain open and to help target your next holes. |
| 9.3.2 | Gravity (2023) |
Tom Carpenter (2023) carried out a gravity survey in September of 2023. A total of 131 gravity stations were read above the drill locations of massive sulphides on the Blue Moon Project, over the course of four days. Stations were read on a 100 m grid with some 25 m infill stations. The work was carried out on a 4x4 ATV and on foot.
The massive sulphide zones with residual gravity stations in Figure 9.1. Figure 9.2 shows the NNW trending gravity low superimposed on the massive sulphide zones. These zones appear to nestle along the eastern edge of the gravity low. The gravity low probably is probably formational and is coincidental with phyllically altered rhyolite with the more mafic rocks being gravity highs. At Blue Moon the contact between the altered rhyolite and andesite is very favorable location for forming the VMS mineralization, even the actual massive sulphide zones are too thin and/or too deep to be recognized by widely spaced gravity stations. The drilling has shown that the VMS is often at the eastern contact of the rhyolite/andesite at Blue Moon as shown as the eastern contact of the gravity low.
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Figure 9.1
Massive Sulphide Zones (Red) and Gravity Station Grid

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Figure 9.2
NNW Trending Gravity Low Superimposed Massive Sulphide Zones (Carpenter, 2023)

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10.0 DRILLING
Most of the drilling on the Property was completed by previous owners, starting in 1942, and by BMM in 2018, 2019, and 2021.
Drilling has occurred on the Blue Moon Property since 1942 with a total of 136,416 ft of drilling in 124 drill holes. Most of the holes were drilled in the Blue Moon deposit area. A few holes were drilled in the Amselco Hill and Lone Oak areas, targeting the favorable stratigraphic horizon. Figure 10.1 shows the location of all drill holes on the Blue Moon prospect through 2023 (Shum, Kevin 2023).
Figure 10.1
Location of All Drill Holes on the Blue Moon Prospect through 2023 (Shum, Kevin 2023)

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Most of the holes drilled on the Blue Moon Property have been diamond drill holes of BQ and NQ core, except for nine percussion holes drilled in 1979 by Amselco. As well, with the exception of the Amselco holes, all the holes have down-hole surveys. Only core holes drilled since 1979 were used in the resource calculation.
Table 10.1 and Table 10.2 list the footage drilled by others and by BMM, respectively.
Table 10.3 (over) details significant Intercepts from the BMM Drill Program.
Table 10.1
Summary of Drilling on the Blue Moon Property, Prior to the Formation of BMM
| Year | Operator | No.
of Holes | Hole Numbers | Drilled
Length (ft) | ||||||||
| 1942 | Red Cloud Mines Inc. | 10 | RC2 – RC8, 101-103 | 4,516.5 | ||||||||
| 1944 | US Bureau of Mines | 7 | 1-7 | 2,800.0 | ||||||||
| 1979 | Amselco | 9 | 79-1 – 79-9 | 4,161.0 | ||||||||
| 1981 | Colony Pacific | 2 | B1, B2 | 1,584.0 | ||||||||
| 1982 | Colony Pacific | 12 | AE1-AE3, B3-82 – B11-82 | 11,054.1 | ||||||||
| 1983 | Colony Pacific | 6 | B12-83 – B17-83 | 9,856.6 | ||||||||
| 1984 | Westmin | 5 | B18 – B22 | 10,891.7 | ||||||||
| 1985 | Westmin | 10 | CH13-14,17-18,23-28 | 10,307.5 | ||||||||
| 1986 | Westmin | 15 | AE 86 CH 1,B 86 CH 29 – B 86 CH 42 | 22,129.8 | ||||||||
| 1987 | Westmin | 7 | B 87 CH 43–B 86 CH49 | 6,872.0 | ||||||||
| 1988 | Westmin | 10 | B 88 CH 50–B 88 CH59 | 16,447.0 | ||||||||
| 1991 | Lac Minerals | 15 | B 91 CH 60–B 91 CH74 | 19,639.0 | ||||||||
| 1999 | Augusta | 5 | LO 99 CH 01 – LO 99CH 05 | 2,471.0 | ||||||||
| Totals | 113 | - | 122,730.2 | |||||||||
Table 10.2
Drilling by BMM Since 2018 at Blue Moon Project
| Hole | Drilled
Length (ft) |
||
| BMZ75 (2018) | 1,180 | ||
| BMZ76 (2018) | 950 | ||
| BMZ77 (2018) | 180 | ||
| BMZ78 (2018) | 1,789 | ||
| BMZ79 (2019) | 1,837 | ||
| BMZ80 (2019) | 1,877 | ||
| BMZ81 (2021) | 719 | ||
| BMZ82 (2021) | 577 | ||
| BMZ83 (2021) | 2,809 | ||
| BMZ84 (2021) | 1,768 | ||
| Total | 13,686 |
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Table
10.3
Significant Intercepts from the BMM Drill Program
| Hole | From (ft) | To (ft) | Length (ft) | Zinc (%) | Gold (g/t) | Silver (g/t) | Lead (%) | Copper (%) | ZnEq (%) | ||||||||||||||||||||||||||||
| BMZ75 | 1,022.0 | 1,038.0 | 16.0 | 1.2 | 0.08 | 0.7 | 0 | 0.04 | 1.4 | ||||||||||||||||||||||||||||
| Inc | 1,027.0 | 1,029.0 | 2.0 | 2.9 | 0.05 | 1.5 | 0 | 0.08 | 3.2 | ||||||||||||||||||||||||||||
| BMZ78 | 1,425.0 | 1,545.7 | 120.7 | 9.45 | 1.10 | 42.93 | 0.15 | 0.58 | 12.61 | ||||||||||||||||||||||||||||
| Inc | 1,436.0 | 1,441.0 | 5.0 | 1.90 | 4.98 | 32.60 | 0.47 | 0.11 | 8.08 | ||||||||||||||||||||||||||||
| Inc | 1,459.0 | 1,464.0 | 5.0 | 2.60 | 5.01 | 18.50 | 0.01 | 0.33 | 8.77 | ||||||||||||||||||||||||||||
| Inc | 1,468.5 | 1,453.3 | 15.2 | 5.98 | 2.30 | 15.44 | 0.03 | 0.38 | 9.40 | ||||||||||||||||||||||||||||
| Inc | 1,508.0 | 1,538.0 | 30.0 | 30.30 | 1.67 | 71.07 | 0.05 | 1.70 | 36.80 | ||||||||||||||||||||||||||||
| Inc | 1,508.0 | 1,511.0 | 3.0 | 46.50 | 3.14 | 130.00 | 0.13 | 2.20 | 56.51 | ||||||||||||||||||||||||||||
| BMZ79 | 412.8 | 420.3 | 7.5 | 25.6 | 0.68 | 17.39 | 0.02 | 0.87 | 28.46 | ||||||||||||||||||||||||||||
| Inc | 414.7 | 417.7 | 3.0 | 49.6 | 0.91 | 30.32 | 0.05 | 1.39 | 54.11 | ||||||||||||||||||||||||||||
| BMZ79 | 450.4 | 461.3 | 10.9 | 3.1 | 0.16 | 4.49 | 0.27 | 0.47 | 4.62 | ||||||||||||||||||||||||||||
| Inc | 457.2 | 459.2 | 2.0 | 4.2 | 0.08 | 3.30 | 0.33 | 0.24 | 5.24 | ||||||||||||||||||||||||||||
| BM21-83 | 504.0 | 514.0 | 10.0 | 3.8 | 0.07 | 5.10 | 0.17 | 0.12 | 4.40 | ||||||||||||||||||||||||||||
| Inc | 509.0 | 514.0 | 5.0 | 5.0 | 0.07 | 5.10 | 0.22 | 0.08 | 5.50 | ||||||||||||||||||||||||||||
| BM21-83 | 1,829.0 | 1839.0 | 10.0 | 1.1 | 3.62 | 11.3 | 0.30 | 0.04 | 5.30 | ||||||||||||||||||||||||||||
| Inc | 1,839.0 | 1839.0 | 5.0 | 1.2 | 6.96 | 15.2 | 0.30 | 0.03 | 8.80 | ||||||||||||||||||||||||||||
| BM21-83 | 2,408.0 | 2,458.0 | 50.0 | 2.4 | 0.31 | 4.5 | 0.06 | 0.12 | 3.13 | ||||||||||||||||||||||||||||
| Inc | 2,413.0 | 2,423.0 | 10.0 | 3.4 | 0.17 | 5.8 | 0.05 | 0.09 | 3.90 | ||||||||||||||||||||||||||||
| Inc | 2,443.0 | 2,453.0 | 10.0 | 4.3 | 0.31 | 4.5 | 0.01 | 0.34 | 5.46 | ||||||||||||||||||||||||||||
Figure 10.2 presents a longitudinal section showing the drill hole intercepts to date.
Drill hole BMZ-78 cut 30 ft (9.35 m) of massive sulphide mineralization grading 30.3% zinc, 1.7% copper, 1 .67 g/t gold and 71 g/t silver for a zinc equivalent grade of 36.8% within a broader interval of 120.7 ft (36.5 m) that returned 9.45% zinc, 0.58% copper, 1.1 g/t gold and 42.9 g/t silver for a zinc equivalent grade of 12.61%.
BMZ-78 was drilled into a previously untested area (200 ft x 500 ft) within the West and Main Zones at a vertical depth of approximately 1,200 ft (374 m).
BMM’s 2018 drill program demonstrated that the massive sulphide lenses are now traceable for approximately 3,000 ft (900 m) along plunge and remain open to surface and depth.
Hole BMZ79 intersected significant zones of high-grade sphalerite including the following intervals.
Note that stated dimensions are intersected width (IW); true width is approximately 55% of IW.
| • | 7.47 m (24.5 ft) at 25.55% zinc, 0.87% copper, 0.68 g/t gold and 17 g/t silver for a zinc equivalence (“ZnEq”) of 28.46% from 412.81 m, including: |
| ○ | 3.05 m (10.0 ft) at 49.60% zinc, 1.39% copper, 0.91 g/t gold and 30 g/t silver for a ZnEq of 54.11% from 414.65 m. |
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Figure 10.2
Long Section Showing Latest Drilling Through to 2021

A second zone of zinc mineralization in the same hole from 450 m, included:
| • | 10.96 m (36.0 ft) at 3.11% zinc, 0.47% copper and 0.27 % lead for a ZnEq of 4.62% from 450.37 m, including: |
| ○ | 2.08 m (6.8 ft) at 4.2% zinc for a ZnEq of 5.24% from 457.16 m. |
The high-grade zone of BMZ79 includes the highest zinc interval ever intercepted in the Project to date, 1.71 m (5.6 ft) at 51.9% zinc, 1.49% copper, 0.05% lead, 0.85 g/t gold and 31.9 g/t silver from 414.65 m.
The high-grade mineralized intercept in Hole BMZ79 is 50 m (164 ft) above and 8 m (26 ft) south of the high-grade mineralization intercepted by the 2018 diamond hole BMZ78. The intercept extends the size of the high-grade zone of mineralization within the Main mineralized horizon. The Main mineralized horizon also intersected some interesting anomalies of gold and silver (Table 10.3).
The stage 1 drilling program totaled 1,132 m (3,714 ft) and tested the northern border of the mineral resource as well as extend the zone of high-grade mineralization near hole BMZ78 which was drilled by BMM in 2018.
A new drill discovery was made in 2021 testing a geophysical conductor target, located west of the three previously discovered Blue Moon mineralized zones and south of the American Eagle workings, as shown in Table 10.4. This new Zone was discovered deep and lateral to the previously known mineral system. Sphalerite encountered in this new discovery has a different hue from the other zones which may indicate a separate emplacement pulse, with slightly different timing, which could add to the currently known zones.
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Table
10.4
Assay Highlights New South Zone (Drill Hole BM21-83)
| Drill Hole | From (ft) | To (ft) | Thickness (ft) | Zinc (Zn%) | Copper (Cu%) | Lead (Pb %) | Silver (Ag opt) | Gold (Au opt) | ZnEq %(*) | |||||||||||||||||
| BM21-83 | 2408 | 2458 | 50 | 2.4 | 0.12 | 0.06 | 0.13 (4.5 g/t Ag) | 0.009 (0.31 g/t Au) | 3.13 | |||||||||||||||||
| including | 2413 | 2423 | 10 | 3.4 | 0.09 | .05 | 0.17 (5.8 g/t Ag) | 0.005 (0.17 g/t Au) | 3.90 | |||||||||||||||||
| and | 2443 | 2453 | 10 | 4.3 | 0.34 | 0.01 | 0.13 (4.5 g/t Ag) | 0.009 (0.31 g/t Au) | 5.46 | |||||||||||||||||
The above thicknesses are core lengths and are not true thicknesses. The estimated true thicknesses are approximately 50% of the core length. These results are also reported in Table 10.3.
Stringers and blebs of sulphides were encountered starting at a core depth of 2,363 ft that continued until the banded and massive interval from 2,400 ft to 2,452 ft (52 ft interval at a vertical depth from surface of approximately 800 ft). Mineralization then tapered off into another stringer zone down to 2 ,461 ft core depth. The mineral-rich zone comprised nearly 100 ft core length (not true thickness). Higher up in the hole, several smaller zones were encountered. Mineralization is hosted in rhyolite and rhyolite tuffs of the Gopher Ridge Formation. The stringer and main zone of sulphides are composed of sphalerite, chalcopyrite, galena tetrahedrite and pyrite. In the photos below, core from part of the mineralized zone drill interval is displayed.
Figure 10.3
Photographs of Zinc Mineralization in Drillhole BM21-83

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11.0 SAMPLE PREPARATION, ANALYSES AND SECURITY
Core from the drill holes through 2021 was collected at the drilling rig by a company geologist and brought to the core logging facility on the Blue Moon Property. The core was cleaned, logged for rock type, structures and mineralization prior to a geologist marking out specific intervals for sampling based on sulphide content. Sampling of the core was done either by a hydraulic splitter if visually lower grade OR sawn if deemed to be potentially higher grade. The core was sampled lengthwise with one half placed into a plastic sample bag with a sample tag. The other half was returned to the core box with a duplicate sample tag number for a permanent record. Standards and blank samples were not inserted into the stream of core samples prior to BMM as this was not practiced by the majority of mining companies at that time. Core with visual mineralization was stored in locked shipping containers which remain on site, with saved mineralized sections of core available for inspection.
Samples for analysis were sent by truck to independent laboratories. Some of the earlier samples were sent to a Mineral Assay Office Inc., Nevada; however, the majority of the core samples were analyzed by Chemex Labs (now ALS Laboratories) in Vancouver, Canada. Both laboratories were certified assayers within their respective jurisdictions and independent of the owners of the Property. All assay data used in the resource calculation was generated via standard, industry accepted assaying techniques. Gold assaying used a 30g sample size for a fire assay with an atomic absorption spectrometry finish (FA-AAS). Silver and lead assays were generated with atomic absorption spectrometry (AAS). All other elements were assayed by inductively coupled plasma atomic emission spectroscopy (ICP-AES), including barium which required an additional, final gravimetric procedure. Known standards and blank samples were inserted into the sample stream by the laboratory for quality control.
One set of check assays carried out by Giroux (2018) included 55 samples that were assayed by both Chemex Labs in Vancouver (Chemex) and Mineral Assay Office Inc. in Nevada (Mineral). At that time, Chemex and Mineral were independent facilities with no relation to the issuer. Chemex was an ISO 9001:2015 certified laboratory. Chemex and Mineral are no longer in business as of the effective date of this report. Table 11.1 summarizes the results of those check assays.
Table
11.1
Summary Statistics, Check Assays
| Parameter | Copper (Cu %) | Zinc (Zn %) | Silver (opt Ag) | Gold (opt Au) | ||||||||||||
| Mean, Chemex | 0.918 | 5.385 | 2.554 | 0.035 | ||||||||||||
| Mean, Mineral | 0.970 | 5.500 | 2.433 | 0.038 | ||||||||||||
| Stand. Dev, Chemex | 0.997 | 6.622 | 7.037 | 0.082 | ||||||||||||
| Stand. Dev, Mineral | 1.066 | 6.653 | 7.009 | 0.094 | ||||||||||||
| CV, Chemex | 1.09 | 1.23 | 2.76 | 2.31 | ||||||||||||
| CV, Mineral | 1.10 | 1.21 | 2.88 | 2.44 | ||||||||||||
A paired t-test was performed and previously reported on the data to check bias between the laboratories. In all cases the difference between the laboratories is considered insignificant. Table 11.2 summarizes the results.
It is the opinion of the QP that the sample preparation, security and analytical procedures followed during the work on the Property were the industry standard practice for that period of time and can be relied on as the work was done by professional geologists and assayers.
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Table
11.2
Paired t-test, Check Assays
| Element | Results |
| Cu | Mineral reports 0.05% higher than Chemex |
| Zn | No bias found between laboratories |
| Ag | Chemex reports 0.12 oz/ton higher than Mineral |
| Au | No bias found between laboratories |
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12.0 DATA VERIFICATION
Mr. Wilson of RDA and Messrs. Jacobs and San Martin of Micon conducted a personal inspection of Blue Moon on November 5 and 6, 2024. As QP for the resource estimate, Mr. Wilson had access to the complete database of the Project including all original assay certificates, the original drill logs, the results of surveys of the original drill hole locations by Freeman and Seaman Land Surveyors, and down-hole, directional survey results for all holes used in the resource calculations. As well as the original surveyor’s report on drill hole locations, the QP was provided with a report of a 2018 survey commissioned by BMM and completed by Jones Snyder and Associates, a registered land surveyor in the state of California. The 2018 survey included resurveying of 29 of the holes used in the current resource calculation as well as monuments established by the surveys of 1984 and 1991.
All mineralized intersections used in the resource calculation are preserved in a secured storage facility on the Blue Moon Property. As part of the verification process, the author completed cross checks of the assay sample numbers recorded in the original assay certificates with drill logs and the sample tags in the core boxes for 30 of the mineralized intercepts. No discrepancies or errors were noted between the sample numbers on the tags in the core boxes and those recorded in the assay certificates. The author did not note any visual discrepancies between what was observed in the core with what was recorded in the drill logs. No assay with high zinc, copper or lead were noted to be at odds with what was observed in the drill core for the comparable interval.
The QP reviewed the results of the 2018 drill hole survey and compared these with the original surveys of 1984 and 1991. In addition, the surveys of the 2019 program were also compared for drilling in those years. The results of the surveys compare, and no material difference was found. As a check of the professional surveys, the author also checked the collar locations with a handheld GPS unit (Garmin). The co-ordinates noted matched those of the earlier surveys.
As a check on core recoveries reported in the historical logs, the QP carried out spot checks of key mineralized sections in 25 holes used in the resource calculation of this report. The core recovery noted by the author matched those reported in the historical logs. The author also checked the thicknesses of mineralization by measuring the angle between the core axis and the contact of massive sulphide zones with the bounding rhyolite host rocks. Spot checking of 25 holes used in the resource calculation with respect to drill hole length, azimuth and grid location found no material differences.
During the November 2024 site visit, the QP collected a random interval of core from Drill Hole CH7. The sample was submitted to ALS Reno USA for sample preparation. The assaying was performed at ALS Vancouver BC. ALS Reno USA and ALS Vancouver BC are both subsidiaries of ALS Global. ALS Global is independent of the issuer. ALS Global Quality complies with ISO/EIC 176025:2017. Table 12.1 shows the original assay which is used in the drilling database versus the check sample submitted by the author. The results confirm the occurrence of mineralization for that sample at the encountered drilling depth.
Table 12.1
Independent QP’s Data Verification, November 5, 2024
| Parameter | Hole ID | Sample ID | From | To | Silver (opt Ag) | Gold (opt Au) | Copper (Cu %) | Lead (Pb %) | Zinc (Zn %) | ||||||||||||||||||||||||||||
| Original | CH47 | 73860 | 1495.4 | 1496.5 | 1.9 | 0.01 | 0.9 | 0.005 | 10.7 | ||||||||||||||||||||||||||||
| Check | - | - | - | - | 0.91 | 0.001 | 0.411 | 0.001 | 5.3 | ||||||||||||||||||||||||||||
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No limitations were placed on the QPs during the site visit. In the opinion of the relevant QP, the data used to estimate a mineral resource on the Property is adequate for the purpose of the preliminary economic assessment presented in this technical report.
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13.0 MINERAL PROCESSING AND METALLURGICAL TESTING
| 13.1 | INTRODUCTION |
No recent metallurgical testwork has been completed using mineralized samples from the Blue Moon Project. Colony Pacific Explorations Ltd. undertook preliminary metallurgical studies at Lakefield Research, Lakefield, Ontario (now SGS Mineral Services) in 1983 and 1988 on behalf of Westmin Resources Limited. Lakefield Research was, and remains, independent of the issuer.
Both test programs are considered “historical”, and the results need to be verified using fresh, representative samples. Nevertheless, a description and discussion of the most recent 1988 study, as reported by Lakefield Research, is provided below.
The Qualified Person (QP) for this section of the report is Richard Gowans P.Eng., Principal Metallurgist of Micon International Limited. The QP was not involved with the selection of the metallurgical samples or the management of work completed by Lakefield Research. In preparing this section of the report, the QP has reviewed the following test report:
| • | Lakefield Research, An Investigation of the Recovery of Copper, Lead and Zinc from Blue Moon Project Samples, Submitted by Westmin Resources Limited, Progress Report No. 1, November 22, 1988. |
| 13.2 | METALLURGICAL TESTWORK |
A program of metallurgical testwork was undertaken using two mineralized samples by Lakefield Research in Ontario in 1988 under the direction of Wright Engineers Limited on behalf of Westmin Resources Limited. The preliminary program of work completed by Lakefield Research comprised chemical and mineralogical analyses, hardness testing, batch and locked cycle flotation, flotation concentrate analyses, gravity separation and preliminary settling tests on samples of zinc concentrate and zinc rougher tailings.
| 13.2.1 | Metallurgical Samples |
| 13.2.1.1 | Sample Provenance |
In July 1988, Lakefield Research in Ontario received four boxes of Blue Moon mineralized samples that had been selected, prepared and packaged by Westmin Resources. Two of the four boxes were labelled “Sample 1” and the others “Sample 2”. Each sample consisted of drill core and coarse reject material from an earlier exploration drilling campaign.
The drill hole locations and core intervals included in the two samples were not disclosed and therefore the spatial representivity of the samples compared to the outlined mineral resources cannot be confirmed by the QP.
Material from each sample was crushed to minus 6 mesh (3.36 mm) and 10 kilograms of each were riffled for Bond Work Index determination. The remainder was crushed to minus 10 mesh (2 mm) and separated into subsamples for individual tests. Test charges of material ground to -200 mesh (0.074 mm) were prepared.
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| 13.2.1.2 | Feed Sample Analyses |
Sample 1 was reported by Lakefield Research to comprise relatively coarse high sulphide mineralization with active pyrite and sphalerite. Sample 2 was reported to contain less sulphides and be more complex and finer grained than Sample 1.
Representative fractions of the two metallurgical samples were submitted for chemical analyses and preliminary mineralogical characterization. The chemical analyses of the two head grade samples are presented in Table 13.1 alongside the average grades reported for the December 2024 mineral resource estimate.
Table 13.1
Selected Head Analyses of the Metallurgical Composite Samples
| Analyte | Units | Sample 1 | Sample 2 | Dec.2024 MRE | ||||||||||||
| Copper | % | 1.71 | 0.34 | 0.73 | ||||||||||||
| Lead | % | 0.15 | 1.03 | 0.23 | ||||||||||||
| Zinc | % | 15.1 | 6.54 | 5.97 | ||||||||||||
| Sulphur | % | 24.1 | 11.5 | - | ||||||||||||
| Arsenic | % | 0.03 | 0.01 | - | ||||||||||||
| Antimony | % | 0.024 | 0.008 | - | ||||||||||||
| Gold 1 | g/t | 0.83 | 7.95 | 1.47 | ||||||||||||
| Silver 1 | g/t | 41.1 | 67.2 | 51.0 | ||||||||||||
| Specific gravity | - | 3.51 | 3.56 | 3.26 | ||||||||||||
1 Gold and silver assays were assayed using a “pulp and metallics” procedure.
In addition to the chemical analyses shown in Table 13.1, a semi-quantitative spectrographic analysis was performed on both samples. The results of this multi-element analysis are presented in Table 13.2 with elements below detection limits not included.
Table 13.2
Semi-Quantitative Spectrographic Analyses of the Metallurgical Composite Samples
| Low | High | Sample 1 | Sample 2 | |||
| 10% | 100% | - | Si | |||
| 3% | 30% | Si, Fe, Zn, Ca, Ba | Ba | |||
| 1% | 10% | Al | Fe, Al, Zn, Ca | |||
| 0.30% | 3% | Mg, Cu | Pb | |||
| 0.10% | 1% | K, Sr | Mg, Cu, K, Sr | |||
| 300 ppm | 0.30% | Pb | ||||
| 100 ppm | 0.10% | As, Cd, Ti | Ti | |||
| 30 ppm | 300 ppm | Sb, Mn, Ga, Mo, Zr | As, Sb, Ga, Mo, Cd, Zr | |||
| 10 ppm | 100 ppm | Tl, Ge, Bi, V, Ag, Ni, Cr | Mn, Ge, V, Ag, Ni, Cr, Au, Tl | |||
| - | <3 ppm | Co | Bi |
Both samples appear to contain significant amounts of barite based on the significant barium content. They also show high calcium which could indicate anhydrite and/or gypsum, which have previously been reported as significant constituents within the deposit.
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| 13.2.1.3 | Feed Sample Mineralogical Characterization |
A portion of each sample was briquetted and polished for reflected light microscopy. The results of the study by Lakefield Research showed that the samples were similar with respect to sulphide mineral species but there were differences in the amounts of each sulphide and mineral associations. In general, Sample 1 contained more sulphides and was relatively coarse grained (> 100 microns) while Sample 2 contained more non-opaque minerals and sulphide particles were smaller in size.
Mineralogy - Sample 1
The major sulphide minerals identified in Sample 1 were pyrite, sphalerite and chalcopyrite, and minor sulphides were galena, tennantite / tetrahedrite and bornite. Typically, these sulphide minerals were present as liberated grains, as mixed grains in various associations, and as inclusions of one mineral in another.
The sphalerite particles measured between 1,300 to 20 microns and it was estimated that 65% of the mineral was coarser than 75 microns. The sphalerite grains were typically colourless which suggests low iron content and only occasionally hosted other sulphides as inclusions.
The size distribution of the chalcopyrite particles was similar to sphalerite and it was associated most commonly with sphalerite and pyrite as mixed grains and inclusions.
Mineralogy - Sample 2
The sulphide minerals present in Sample 2 were pyrite, sphalerite and chalcopyrite, galena, tennantite / tetrahedrite and bornite. Generally, the sulphides were present as free grains, mixed grains of two or more different sulphides, inclusions of one sulphide on another, or inclusions in non-opaque gangue minerals.
The sphalerite particles measured less than 900 microns, were typically colourless, and occasionally occurred as free grains but mainly associated with other sulphides in mixed grains.
The chalcopyrite particles ranged from 300 to 10 microns with about 65% finer than 75 microns. The chalcopyrite was present as free particles and as mixed grains associated with pyrite, sphalerite and galena.
Galena was more abundant in Sample 2 compared with Sample 1 and had a similar size distribution to chalcopyrite. Galena grains were occasionally liberated but also occurred as mixed grains associated with sphalerite, tennantite and pyrite.
Pyrite was present as free grains and in various associations with other sulphide minerals. It was also hosted as very fine inclusions in chalcopyrite and galena.
| 13.2.2 | Grinding Testwork |
Standard Bond ball mill tests were completed by Lakefield Research on the two samples. Using a screen size of 104 microns, which produced a product size of around 80% passing 80 microns, the Bond ball mill work index for Samples 1 and 2 were 8.6 and 8.3 kWh per short ton, respectively.
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The work indices are relatively low compared with most copper and zinc ores (between 11 kWh/t and 14 kWh/t), although the elevated content of barite and gypsum could explain the perceived discrepancy.
| 13.2.3 | Flotation Testwork |
Lakefield Research completed 26 separate bench scale batch flotation tests and one locked cycle test to primarily investigate the sequential flotation of copper and zinc from the two samples. A total of eight batch tests were undertaken using Sample 1, which considered primary grind size, rougher concentrate regrind, flotation reagent combinations and dosage rates, and the recovery of pyrite from the zinc tailings. Sixteen batch tests used Sample 2 and these tests also investigated grind size, rougher concentrate regrinding, reagents, pyrite recovery as well as the potential to separate copper and lead from the bulk copper/lead concentrate.
Sample 1
The preliminary flowsheet developed for Sample 1 and selected for the locked cycle test comprised primary grinding to about 80% passing 75 microns, sequential copper then zinc rougher flotation, regrinding of the copper and zinc rougher concentrates, and three stages of copper and zinc cleaning. The average results for the last three cycles from the 6-cycle test (Test 26) are summarized in Table 13.3.
Table
13.3
Summary of the Sample 1 Locked Cycle Flotation Test Results
| Grades | Distribution (%) | |||||||||||||||||||||||||||||||||||||||||||
| Product | Wt% | Cu % | Pb % | Zn % | Au g/t | Ag g/t | Cu | Pb | Zn | Au | Ag | |||||||||||||||||||||||||||||||||
| Cu Cl Concentrate | 6.1 | 26.5 | 2.35 | 7.02 | 8.42 | 484 | 93.1 | 93.2 | 2.7 | 67.9 | 68.6 | |||||||||||||||||||||||||||||||||
| Zn Cl Concentrate | 24.7 | 0.39 | 0.04 | 62.3 | 0.56 | 44.8 | 5.5 | 5.8 | 95.3 | 18.3 | 25.7 | |||||||||||||||||||||||||||||||||
| Zn Rougher Tailing | 69.2 | 0.03 | 0.002 | 0.47 | 0.15 | 3.5 | 1.3 | 1.1 | 2.0 | 13.7 | 5.7 | |||||||||||||||||||||||||||||||||
| Head (calc) | 100 | 1.73 | 0.15 | 16.14 | 0.76 | 43.01 | 100.0 | 100.0 | 100.0 | 100.0 | 100.0 | |||||||||||||||||||||||||||||||||
| Head Assay | - | 1.71 | 0.15 | 15.1 | 0.80 | 41.5 | - | - | - | - | - | |||||||||||||||||||||||||||||||||
The key results of the locked cycle test (shown here in bold) show a 93% copper recovery into a concentrate containing 26.5% Cu, 8.42 g/t Au, 484 g/t Ag, 2.35% Pb and 7.0% Zn. Lead recovery to the copper concentrate was also 93% while the recoveries of gold and silver were around 68%.
Generally, high grade zinc concentrates were produced in all batch tests. The locked cycle test results projected a 62.3% Zn concentrate with a Zn recovery of 95.3%, with 18.3% and 25.7% recovery of gold and silver, respectively. The zinc concentrate was of good quality.
The analyses of the final copper and zinc flotation concentrates from the locked cycle flotation test are presented in Table 13.4. The zinc concentrate is of high quality with negligible amounts of potential penalty elements. The copper concentrate contains higher values of problematic elements such as As, Sb, Bi and F and the elevated Pb and Zn content could also be penalized. However, both Au and Ag grades are high enough to potentially be payable.
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Table 13.4
Locked Cycle Test Combined Final Concentrate Analyses
| Element / Compound | Units | Copper Concentrate | Zinc Concentrate | |||||||||
| Copper | % | 26.5 | 0.39 | |||||||||
| Lead | % | 2.35 | 0.04 | |||||||||
| Zinc | % | 7.02 | 62.3 | |||||||||
| Gold | g/t | 8.42 | 0.56 | |||||||||
| Silver | g/t | 484 | 44.8 | |||||||||
| Antimony | % | 0.12 | 0.004 | |||||||||
| Arsenic | % | 0.30 | 0.012 | |||||||||
| Iron | % | 26.1 | 1.40 | |||||||||
| Sulphur | % | 29.5 | 29.5 | |||||||||
| Bismuth | % | 0.021 | <0.002 | |||||||||
| Mercury | % | 0.0002 | 0.0014 | |||||||||
| Fluorine | % | 0.022 | 0.023 | |||||||||
| Chlorine | % | <0.005 | 0.005 | |||||||||
| Cadmium | % | - | 0.34 | |||||||||
| SiO2 | % | 0.84 | 0.86 | |||||||||
| CaO | % | 0.21 | 0.35 | |||||||||
| MgO | % | 0.083 | 0.073 | |||||||||
| Al2O3 | % | 0.33 | 0.35 | |||||||||
The two Sample 1 batch tests that included pyrite scavenger flotation of the zinc tailings recovered 10.6% (Test 15) and 19.6% (Test 25) respectively of the mass into the pyrite rougher concentrate. In both cases the recoveries of gold and silver to the pyrite rougher concentrate were less than 5%. The analyses of the pyrite rougher concentrate and tailings from Test 25 are summarized in Table 13.5.
Table 13.5
Analyses of Test 25 Pyrite Concentrate and Tailings Samples
| Sample | Fe % | S % | Cu % | Zn % | Au g/t | Ag g/t | As % | Hg g/t | Bi % | Sb % | ||||||||||||||||||||||||||||||
| Pyrite Concentrate | 29.3 | 36.8 | 0.15 | 0.84 | 0.37 | 9.5 | 0.003 | 1 | <0.002 | <0.002 | ||||||||||||||||||||||||||||||
| Pyrite Tailings | 0.41 | 13.0 | 0.03 | 0.12 | 0.09 | 2.0 | <0.001 | <0.3 | <0.002 | <0.002 | ||||||||||||||||||||||||||||||
Based on the iron assay, the pyrite concentrate is estimated to contain about 60% pyrite. Also, the relatively high sulphur content of the pyrite tailings (13%) suggests that this stream contains significant non-sulphide sulphur bearing minerals, probably barite and/or gypsum.
Sample 2
The preliminary mineralogical studies suggest that Sample 2 was more complex and fine-grained than Sample 1, it also contained more galena. Satisfactory copper-lead concentrates were produced with recoveries up to 93% of the copper and 95% of the lead in a bulk cleaner concentrate. However, separation of the copper and lead proved to be problematic. Although relatively high grade separate copper and lead products were produced (up to 30% Cu and 70% Pb), recovery losses were significant.
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The gold and silver in Sample 2 tended to report with the copper and lead concentrates.
As with Sample 1, a high-quality zinc concentrate containing greater than 60% Zn was produced. The very high zinc grade in zinc concentrates in part reflects the relatively low iron content of sphalerite in the mineralized samples.
A simple batch pyrite recovery test was completed using Sample 2. Following sequential flotation of Cu/Pb and Zn, approximately 20% of the original mass was recovered to a pyrite rougher concentrate. No iron and sulphur analyses were available to ascertain the quality of this product.
| 13.2.4 | Gravity Separation Tests |
Four gravity separation tests (two on each sample) were completed by Lakefield Research. Ground samples were fed over a laboratory Wilfley Table in open circuit, with table concentrate upgraded using a Mozley Mineral Separator. Upgrading did occur but metal balances were poor, probably due to the presence of free gold particles.
| 13.3 | CONCLUSIONS AND RECOMMENDATIONS |
The metallurgical characteristics of the Blue Moon mineralization are gleaned from a program of testwork performed by Lakefield Research in 1988 using two mineralized composite samples. Although there are insufficient details concerning the selection and provenance of the testwork samples to confirm that they were representative of the Blue Moon mineral resources, it can be reasonably assumed that they were representative of the styles of mineralization occurring on the Blue Moon Property.
The conclusions from the 1988 testwork program are as follows:
| • | Good recoveries of copper and zinc into high grade concentrates were achieved using conventional sequential flotation technology. |
| • | Net recoveries of gold and silver to both the zinc and copper concentrates were 86.2% and 94.3% respectively. Typically, most of the gold and silver in the samples tended to report to the copper/lead concentrate. |
| • | The copper/lead concentrate produced contained minor amounts of deleterious elements which may incur penalties when sold to smelters. Conversely, this product also contained gold and silver in payable quantities. |
| • | The zinc concentrate produced was of high grade with relatively low iron and contained no significant amount of penalty elements. |
| • | Flotation of pyrite from zinc tailings was successful and additional work to improve the product quality is recommended. |
| • | Separation of copper and lead into separate products was challenging but further work to improve selectivity is warranted. |
| • | The work indices calculated from standard Bond ball mill tests were relatively low and need to be confirmed using fresh samples that represent the main ore types at Blue Moon. The samples contained interesting amounts of barite and gypsum. More work is required to quantify the distribution of these minerals within the deposit, the quality of these minerals, and the potential to recover these minerals as valuable by-products. |
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| • | The samples appeared to contain a certain amount of free or nuggetty gold which should be investigated further. Deportment studies on the gold and silver are recommended. |
| • | Elements of particular interest that should be investigated in the next phase of metallurgical testwork include germanium and gallium. The economic potential of these elements as well as indium should be considered during the next geo-metallurgical testwork program. |
| • | Based on the limited amount of testing undertaken so far, there are no processing factors or other deleterious elements that could have a significant effect on the potential economic extraction of the deposit. |
Further geo-metallurgical studies are recommended using fresh metallurgical samples that fully represent the typical lithologies and ore-types found within the identified mineral resources at Blue Moon. The testwork should include:
| • | Pre concentration amenability tests to investigate upgrading of the mineralization and the potential to extract barite and /or gypsum before grinding. |
| • | Detailed mineralogical characterization studies. |
| • | Deportment studies for gold, silver and potential critical metals, such as Ge, Ga and In. |
| • | Hardness and comminution tests. |
| • | Additional gravity testwork. |
| • | Further flotation optimization batch tests followed by locked cycle tests. |
| • | Tailings characterization studies. |
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14.0 MINERAL RESOURCE ESTIMATES
| 14.1 | SUMMARY |
The Mineral Resource Estimate (“MRE”) for this report has been determined by using inverse distance cubed (ID3) techniques for the Main, Western and Eastern Zones of the Blue Moon Massive Sulphide Deposit. Assay data was derived from the current drilling database, including drill holes completed after 2018. Mineralized domain solids were created from the coding of drill data in a three-dimensional (3D) geological modeling program. Drilling intercept assay values were capped for each mineralized domain using statistical analysis and subsequently composited forming the sample set used for the MRE grade estimates. The MRE has been determined according to the CIM Estimation of Mineral Resources and Mineral Reserves Best Practice Guidelines (November 29, 2019). Mineral Resources have been reported in accordance with the disclosure requirements under NI 43-101.
The MRE is subdivided into three zones: Main Zone (vm1), East Zone (ve) and West Zone (vw). Using compiled and modeled 3D drill data there are distinct, separate, continuous lenses of mineralization, generally striking north. The Main Zone represents the largest occurrence of mineralization. Mineralization has been identified over a strike length of 2,500 ft as well as a plunge of nearly 2,500 ft of depth. The West and East Zones display less continuity as compared to the Main Zone. These were modeled independently and subsequently appended together to form a combined east and west zone triangulation domains. In addition to the dominant mineralized lenses numerous prominent mineralized intervals exist along many drill holes throughout the deposit. Individual mineralized domain solids were developed for these intervals which were subsequently labeled east lenses (vle) and west lenses (vlw) based upon their respective relationships to the Main Zone. The “vle” and “vlw” lenses were compiled and added to the overall “ve” and “vw” domain triangulations.
Reasonable prospects of eventual economic extraction assume underground mining of the deposit, surface mill processing and production of zinc concentrates and copper concentrates. Mineral Resources are reported at a Zinc Equivalent Percent (ZnEq %) cutoff grade of 2.9%. Cutoff grade sensitivities can be found in Section 0.
ZnEq % is calculated by each assayed metal being assigned a metal price, assumed recovery percentage and overall value factor based on the metal’s price and recovery. Notwithstanding its potential for eventual economic extraction, for the purposes of this preliminary economic assessment lead was assumed not payable and so makes no contribution to ZnEq % grade. Parameters forming the basis for the ZnEq % formula are detailed in Section 14.6.
The formula used to estimate ZnEq % is:
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83.
Table 14.1 and Table 14.2, respectively, present the Indicated and Inferred Mineral Resource Estimates. Resources are not Mineral Reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resources will be converted into Mineral Reserves.
Figure 14.1 shows the location of drill holes on the Property, as well as a plan projection of the three mineralized zones. Figure 14.2 and Figure 14.3 show the mineralized domains on long-section 7500E looking West and East, respectively.
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Table 14.1
Blue Moon Indicated Mineral Resource Estimate
Effective Date December 24, 2024
| Domain (Vein) | ZnEq Cutoff | Tons | ZnEq (%) | Copper (Cu %) | Lead (Pb %) | Zinc (Zn %) | Gold (opt Au) | Silver (opt Ag) | ||||||||||||||||
| Main | 2.9 | % | 3,073,000 | 12.66 | 0.78 | 0.16 | 5.90 | 0.04 | 1.14 | |||||||||||||||
| East | 2.9 | % | 498,000 | 18.99 | 0.47 | 0.63 | 6.64 | 0.09 | 3.72 | |||||||||||||||
| West | 2.9 | % | 78,000 | 9.50 | 0.62 | 0.33 | 4.41 | 0.03 | 0.93 | |||||||||||||||
| Total | 3,650,000 | 13.46 | 0.73 | 0.23 | 5.97 | 0.04 | 1.49 |
| Metal | Cu Mlbs | Pb Mlbs | Zn Mlbs | Au Moz | Ag Moz | |||||||||||||||||||
| Main | 47.94 | 10.08 | 362.76 | 0.11 | 3.51 | |||||||||||||||||||
| East | 4.67 | 6.29 | 66.15 | 0.04 | 1.85 | |||||||||||||||||||
| West | 0.97 | 0.52 | 6.91 | 0.00 | 0.07 | |||||||||||||||||||
| Total | 53.59 | 16.90 | 435.83 | 0.16 | 5.43 |
Table
14.2
Blue Moon Inferred Mineral Resource Estimate
Effective Date December 24, 2024
| Domain (Vein) | ZnEq Cutoff | Tons | ZnEq (%) | Copper (Cu %) | Lead (Pb %) | Zinc (Zn %) | Gold (opt Au) | Silver (opt Ag) | |||||||||||||||||
| Main | 2.9 | % | 3,261,000 | 11.41 | 0.52 | 0.23 | 5.68 | 0.04 | 1.15 | ||||||||||||||||
| East | 2.9 | % | 994,000 | 15.49 | 0.59 | 0.56 | 5.04 | 0.07 | 2.43 | ||||||||||||||||
| West | 2.9 | % | 173,000 | 6.28 | 0.73 | 0.22 | 1.98 | 0.02 | 0.40 | ||||||||||||||||
| Total | 4,428,000 | 12.12 | 0.54 | 0.30 | 5.39 | 0.04 | 1.41 | ||||||||||||||||||
| Metal | Cu Mlbs | Pb Mlbs | Zn Mlbs | Au Moz | Ag Moz | |||||||||||||||||||||
| Main | 33.65 | 14.74 | 370.27 | 0.11 | 3.76 | |||||||||||||||||||||
| East | 11.80 | 11.20 | 100.11 | 0.07 | 2.42 | |||||||||||||||||||||
| West | 2.52 | 0.74 | 6.84 | 0.00 | 0.07 | |||||||||||||||||||||
| Total | 47.97 | 26.68 | 477.22 | 0.19 | 6.25 |
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-US$2,200/oz, Ag-US$27/oz, Cu-US$4.25/lb., Pb-US$0.90/lb., Zn-US$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%. |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: |
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83
| (5) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (6) | Figures may not add up due to rounding. |
| (7) | Tonnages shown in Table 14.1and Table 14.2 are short tons. |
| (8) | The QP knows of no other legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources for the Project. |
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Figure 14.1
Plan View of Mineralized Domains and Drilling

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Figure 14.2
Long-Section View - 7500E Looking West - Mineralized Domains

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Figure 14.3
Long Section View - 7500E Looking East - Mineralized Domains
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| 14.2 | DATABASE |
The database provided included a total of 87 drill holes, totaling 122,364.33 ft, of which 74 holes were used in the modeling of the mineralized domains and subsequent Mineral Resource Estimate. The drill database includes all drilling completed to date, including drill holes completed after 2018. The data received included a drill database with tables for assay and lithology. The database was verified and only one repeat assay interval was found and corrected. Assay values of 0.000 were representative of non-sampled intervals and subsequently changed to 0.001 for statistical purposes. Non-logged intervals were not used for domain modeling.
Domain solids were constructed by means of coding the drill database using cross-section interpretations for each hole included in the domain models. These codes were cross referenced with broader cross-section and long-section analysis for continuity. Assay intervals in the database are flagged with modeling codes based on inclusion within each domain. Database statistics are reported for each domain below. All non-coded assay intervals maintained a default value of (-1), referenced in the statistics as “Wall Rock” (Table 14.3).
Table 14.3
Drilling Database Assay Statistics
| Zone | Variable | Number | Mean | S.D. | Minimum | Maximum | C.V. | |||||||||||||||||||
| Au (opt) | 663 | 0.041 | 0.089 | 0.001 | 1.039 | 2.142 | ||||||||||||||||||||
| Ag (opt) | 663 | 1.490 | 3.505 | 0.001 | 40.300 | 2.353 | ||||||||||||||||||||
| All Mineralized Zones | Cu (%) | 663 | 0.714 | 1.178 | 0.001 | 10.700 | 1.649 | |||||||||||||||||||
| Pb (%) | 663 | 0.277 | 0.680 | 0.001 | 6.400 | 2.456 | ||||||||||||||||||||
| Zn (%) | 663 | 5.559 | 7.886 | 0.001 | 51.900 | 1.419 | ||||||||||||||||||||
| Au (opt) | 436 | 0.033 | 0.082 | 0.001 | 1.039 | 2.460 | ||||||||||||||||||||
| Ag (opt) | 436 | 1.152 | 3.402 | 0.001 | 40.300 | 2.953 | ||||||||||||||||||||
| Main Lens | Cu (%) | 436 | 0.776 | 1.229 | 0.001 | 10.700 | 1.585 | |||||||||||||||||||
| Pb (%) | 436 | 0.174 | 0.514 | 0.001 | 4.790 | 2.950 | ||||||||||||||||||||
| Zn (%) | 436 | 6.062 | 8.765 | 0.001 | 51.900 | 1.446 | ||||||||||||||||||||
| Au (opt) | 62 | 0.023 | 0.048 | 0.001 | 0.295 | 2.040 | ||||||||||||||||||||
| Ag (opt) | 62 | 0.953 | 2.028 | 0.012 | 11.800 | 2.128 | ||||||||||||||||||||
| Western Lenses | Cu (%) | 62 | 0.682 | 0.807 | 0.005 | 4.840 | 1.182 | |||||||||||||||||||
| Pb (%) | 62 | 0.446 | 1.005 | 0.005 | 4.870 | 2.252 | ||||||||||||||||||||
| Zn (%) | 62 | 3.678 | 4.554 | 0.010 | 23.000 | 1.238 | ||||||||||||||||||||
| Au (opt) | 165 | 0.070 | 0.109 | 0.001 | 1.032 | 1.568 | ||||||||||||||||||||
| Ag (opt) | 165 | 2.584 | 3.954 | 0.001 | 33.250 | 1.530 | ||||||||||||||||||||
| Eastern Lenses | Cu (%) | 165 | 0.563 | 1.142 | 0.001 | 7.200 | 2.028 | |||||||||||||||||||
| Pb (%) | 165 | 0.485 | 0.837 | 0.001 | 6.400 | 1.725 | ||||||||||||||||||||
| Zn (%) | 165 | 4.934 | 6.055 | 0.001 | 30.000 | 1.227 | ||||||||||||||||||||
| Au (opt) | 1968 | 0.003 | 0.006 | 0.001 | 0.128 | 2.005 | ||||||||||||||||||||
| Ag (opt) | 1968 | 0.118 | 0.675 | 0.001 | 25.860 | 5.715 | ||||||||||||||||||||
| Wall Rock | Cu (%) | 1968 | 0.057 | 0.205 | 0.001 | 3.420 | 3.610 | |||||||||||||||||||
| Pb (%) | 1968 | 0.030 | 0.185 | 0.001 | 5.270 | 6.063 | ||||||||||||||||||||
| Zn (%) | 1968 | 0.378 | 1.360 | 0.001 | 33.100 | 3.603 | ||||||||||||||||||||
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| 14.2.1 | Capping |
Main, East and West zones were evaluated for capping analysis. Assays were plotted using lognormal cumulative frequency plots (QFP) to investigate the presence of anomalous high grade outlier samples. QFP plots for each zone were compared to statistical models for capping using the cutoff of 3 standard deviations above the sample population mean. This statistical capping approach proved effective in visual comparison with the mineralized zone QFP plots but was anomalously low for the Waste zone due to the large presence of samples at the lower detection limit, or non-logged value of 0.001 for all metals’ grades. Capping values were assigned in the assay database prior to compositing. Capped drill database’s statistics were then recorded, along with the number of assays capped (Table 14.4).
Table 14.4
Drill Database Capping Values
| Zone | Variable | Cap Value | Number Capped | |||||||
| Au (opt) | 0.279 | 8 | ||||||||
| Ag (opt) | 11.359 | 9 | ||||||||
| Main Lens | Cu (%) | 4.462 | 11 | |||||||
| Pb (%) | 1.715 | 8 | ||||||||
| Zn (%) | 32.359 | 12 | ||||||||
| Au (opt) | 0.166 | 2 | ||||||||
| Ag (opt) | 7.036 | 2 | ||||||||
| Western Lenses | Cu (%) | 3.103 | 1 | |||||||
| Pb (%) | 3.460 | 3 | ||||||||
| Zn (%) | 17.339 | 2 | ||||||||
| Au (opt) | 0.397 | 2 | ||||||||
| Ag (opt) | 14.445 | 2 | ||||||||
| Eastern Lenses | Cu (%) | 3.991 | 5 | |||||||
| Pb (%) | 2.997 | 2 | ||||||||
| Zn (%) | 23.099 | 5 | ||||||||
| Au (opt) | 0.100 | 2 | ||||||||
| Ag (opt) | 4.000 | 5 | ||||||||
| Wall Rock | Cu (%) | 1.500 | 8 | |||||||
| Pb (%) | 1.000 | 4 | ||||||||
| Zn (%) | 9.000 | 4 | ||||||||
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Table 14.5 shows key statistics for the capped drill hole assay database.
Table 14.5
Capped Drill Database Assay Statistics
| Zone | Variable | Number | Mean | S.D. | Minimum | Maximum | C.V. | |||||||||||||||||||
| Au (opt) | 663 | 0.038 | 0.063 | 0.001 | 0.397 | 1.690 | ||||||||||||||||||||
| Ag (opt) | 663 | 1.318 | 2.398 | 0.001 | 14.445 | 1.820 | ||||||||||||||||||||
| All Mineralized Zones | Cu (%) | 663 | 0.668 | 0.957 | 0.001 | 4.462 | 1.434 | |||||||||||||||||||
| Pb (%) | 663 | 0.250 | 0.544 | 0.001 | 3.406 | 2.181 | ||||||||||||||||||||
| Zn (%) | 663 | 5.361 | 7.087 | 0.001 | 32.359 | 1.322 | ||||||||||||||||||||
| Au (opt) | 436 | 0.029 | 0.054 | 0.001 | 0.279 | 1.851 | ||||||||||||||||||||
| Ag (opt) | 436 | 0.957 | 1.979 | 0.001 | 11.359 | 2.067 | ||||||||||||||||||||
| Main Lense | Cu (%) | 436 | 0.732 | 1.019 | 0.001 | 4.462 | 1.392 | |||||||||||||||||||
| Pb (%) | 436 | 0.147 | 0.354 | 0.001 | 1.715 | 2.407 | ||||||||||||||||||||
| Zn (%) | 436 | 5.832 | 7.849 | 0.001 | 32.359 | 1.346 | ||||||||||||||||||||
| Au (opt) | 62 | 0.021 | 0.035 | 0.001 | 0.166 | 1.690 | ||||||||||||||||||||
| Ag (opt) | 62 | 0.837 | 1.490 | 0.012 | 7.036 | 1.781 | ||||||||||||||||||||
| Western Lenses | Cu (%) | 62 | 0.654 | 0.682 | 0.005 | 3.103 | 1.043 | |||||||||||||||||||
| Pb (%) | 62 | 0.399 | 0.824 | 0.005 | 3.406 | 2.062 | ||||||||||||||||||||
| Zn (%) | 62 | 3.566 | 4.139 | 0.010 | 17.339 | 1.161 | ||||||||||||||||||||
| Au (opt) | 165 | 0.066 | 0.083 | 0.001 | 0.397 | 1.262 | ||||||||||||||||||||
| Ag (opt) | 165 | 2.450 | 3.197 | 0.001 | 14.445 | 1.305 | ||||||||||||||||||||
| Eastern Lenses | Cu (%) | 165 | 0.503 | 0.854 | 0.001 | 3.991 | 1.698 | |||||||||||||||||||
| Pb (%) | 165 | 0.464 | 0.722 | 0.001 | 2.997 | 1.558 | ||||||||||||||||||||
| Zn (%) | 165 | 4.789 | 5.521 | 0.001 | 23.099 | 1.153 | ||||||||||||||||||||
| Au (opt) | 1968 | 0.003 | 0.006 | 0.001 | 0.100 | 1.916 | ||||||||||||||||||||
| Ag (opt) | 1968 | 0.105 | 0.322 | 0.001 | 4.000 | 3.079 | ||||||||||||||||||||
| Wall Rock | Cu (%) | 1968 | 0.053 | 0.159 | 0.001 | 1.500 | 3.022 | |||||||||||||||||||
| Pb (%) | 1968 | 0.025 | 0.086 | 0.001 | 1.000 | 3.389 | ||||||||||||||||||||
| Zn (%) | 1968 | 0.347 | 0.859 | 0.001 | 9.000 | 2.476 | ||||||||||||||||||||
Figure 14.4 and Figure 14.5 illustrate the relationship of the mineralized domains to the supporting drill holes.
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Figure 14.4
Cross-Section through Drill Hole CH57 Showing Mineralized Domain Solids Coded to Assay Intervals
(Looking North, Mine Grid for Scale)

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Figure 14.5
Cross-Section View 8100N Looking North - Mineralized Domain Solids
(Black Lines Indicate Drill Hole Traces)

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| 14.3 | COMPOSITING |
Five-foot run-length composites were developed for grade estimation through the mineral deposit. Compositing intervals were broken at the contact of the mineralized domain solids to maintain the integrity of the coded assay intercepts within the mineralized domains. Composite domain codes recorded for use in the MRE are presented in Table 14.6.
Table
14.6
Composite Database Statistics
| Zone | Variable | Number | Mean | S.D. | Minimum | Maximum | C.V. | |||||||||||||||||||
| Au (opt) | 371 | 0.033 | 0.054 | 0.001 | 0.279 | 1.629 | ||||||||||||||||||||
| Ag (opt) | 371 | 0.952 | 1.788 | 0.001 | 11.359 | 1.878 | ||||||||||||||||||||
| Main Lens | Cu (%) | 371 | 0.691 | 0.909 | 0.001 | 4.462 | 1.316 | |||||||||||||||||||
| Pb (%) | 371 | 0.144 | 0.321 | 0.001 | 1.715 | 2.230 | ||||||||||||||||||||
| Zn (%) | 371 | 5.540 | 7.112 | 0.001 | 32.359 | 1.284 | ||||||||||||||||||||
| Au (opt) | 61 | 0.019 | 0.027 | 0.001 | 0.124 | 1.446 | ||||||||||||||||||||
| Ag (opt) | 61 | 0.696 | 1.129 | 0.012 | 5.017 | 1.623 | ||||||||||||||||||||
| Western Lenses | Cu (%) | 61 | 0.652 | 0.622 | 0.008 | 3.103 | 0.955 | |||||||||||||||||||
| Pb (%) | 61 | 0.337 | 0.620 | 0.005 | 3.406 | 1.841 | ||||||||||||||||||||
| Zn (%) | 61 | 3.407 | 3.692 | 0.020 | 15.705 | 1.084 | ||||||||||||||||||||
| Au (opt) | 144 | 0.069 | 0.076 | 0.001 | 0.348 | 1.096 | ||||||||||||||||||||
| Ag (opt) | 144 | 2.648 | 3.178 | 0.005 | 14.266 | 1.200 | ||||||||||||||||||||
| Eastern Lenses | Cu (%) | 144 | 0.512 | 0.763 | 0.005 | 3.991 | 1.492 | |||||||||||||||||||
| Pb (%) | 144 | 0.489 | 0.700 | 0.003 | 2.799 | 1.431 | ||||||||||||||||||||
| Zn (%) | 144 | 5.204 | 5.380 | 0.024 | 23.099 | 1.034 | ||||||||||||||||||||
| Au (opt) | 22,738 | 0.001 | 0.001 | 0.001 | 0.039 | 1.088 | ||||||||||||||||||||
| Ag (opt) | 22,738 | 0.007 | 0.058 | 0.001 | 2.150 | 7.928 | ||||||||||||||||||||
| Wall Rock | Cu (%) | 22,738 | 0.004 | 0.029 | 0.001 | 1.020 | 7.239 | |||||||||||||||||||
| Pb (%) | 22,738 | 0.003 | 0.016 | 0.001 | 0.783 | 6.344 | ||||||||||||||||||||
| Zn (%) | 22,738 | 0.022 | 0.147 | 0.001 | 4.100 | 6.703 | ||||||||||||||||||||
| 14.4 | DENSITY |
A total of 297 specific gravity measurements are stored in the database. Density measurements are stored in the model based on the grade of total sulphide mineralization. Specific gravity determinations were binned into five grade categories based on the combined assay value of (Cu % + Pb % + Zn %) and a default Wall Rock value for non-mineralized domain sample intervals. Table 14.7 presents tonnage factor determinations based on total sulphide content.
Specific gravity measurements were then converted into their Imperial tonnage factor equivalents for use in the subsequent reporting of the MRE. Tonnage factors are assigned to blocks in the block model according to the following formula:
Tonnage Factor (ton / cu ft) = 1 / (2000 lbs/ton / (62.4 lbs/cu.ft. * SG))
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Table 14.7
Tonnage Factor Determinations from Specific Gravity Values Based on Total Sulphide Content
| Zn%
+ Cu% + Pb% Range | Sample Count | Low SG | High SG | Average SG | Tonnage
Factor (TF) (tons/cu. ft.) | |||||||||||||||
| 0.0 <= 1.0 | 65 | 2.53 | 4.48 | 3.07 | 0.0958 | |||||||||||||||
| 1.0 <= 2.0 | 46 | 2.67 | 4.37 | 3.11 | 0.0970 | |||||||||||||||
| 2.0 <= 10.0 | 100 | 2.59 | 4.69 | 3.26 | 0.1017 | |||||||||||||||
| 10.0 <= 20.0 | 50 | 2.86 | 4.25 | 3.41 | 0.1064 | |||||||||||||||
| >20 | 33 | 3.32 | 4.55 | 3.75 | 0.1170 | |||||||||||||||
| Wall Rock | 32 | - | - | 3.16 | 0.0986 | |||||||||||||||
| 14.5 | BLOCK MODEL |
A single block model was created to encompass all three mineralized domain solids. Due to the thickness variability of the mineralized zones, the block model was sub-blocked to better conform to locally thin areas of the solids. Smaller blocks allow for a more accurate representation of the modeled domains. Parent block dimensions are 20 ft x 20 ft x 20 ft in the Wall Rock domain but are sub-blocked and forced to a maximum of 10 ft x 10 ft in the Y and Z dimensions on the contact of - and within - the mineralized domains. Sub-block thicknesses in the X dimension can range from 0.1 ft up to 10 ft in order to respect local variations in domain thickness.
Blocks were populated with estimation and default grade variables for subsequent grade estimates. Table 14.8 and Table 14.9 present the location and dimensions of the model and blocks, respectively.
Table 14.8
Block Model Location and Dimensions
| Model Origin | Coordinates | Offset | Length (Ft) | ||||||
| East | 7000 | East | 1200 | ||||||
| North | 5600 | North | 4000 | ||||||
| Elevation | -2000 | Elevation | 3500 |
| Table 14.9 | |||||||||||||||||||||||||||||||||||||
| Block Model - Block Dimensions | |||||||||||||||||||||||||||||||||||||
| Block | Bearing | Dip | Plunge | Block X | Block Y | Block Z | Sub-Block | Sub-Block | Sub-Block | ||||||||||||||||||||||||||||
| Class | (°) | (°) | (°) | (ft) | (ft) | (ft) | X (ft) | Y (ft) | Z (ft) | ||||||||||||||||||||||||||||
| Main | 90 | 0 | 0 | 20 | 20 | 20 | - | - | - | ||||||||||||||||||||||||||||
| Sub-Block | 90 | 0 | 0 | - | - | - | 0.1 - 10 | 10 | 10 | ||||||||||||||||||||||||||||
| 14.6 | GRADE ESTIMATION |
Metal grades for the MRE were estimated using the common Inverse Distance Cubed (ID3) estimation methodology. Single pass ID3 estimates were run for each of the composite metal values in each of the mineralized domain solids. Only samples coded for inclusion within a specific domain solid were used for estimations within that domain solid. Wall rock coded blocks were estimated but not included in the MRE. Visual and statistical inspections of the grade distribution within the block model show the ID3 model to well represent actual assay values versus estimated grade values throughout all three mineralized domains. Search parameters are summarized in Table 14.10.
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Table
14.10
Summary of Search Parameters
| Zone | Variable | Pass | Az/Dip (°) |
Dist. (ft.) |
Az/Dip (°) |
Dist. (ft.) |
Az/Dip (°) |
Dist. (ft.) | ||||||||
| Zn | 1 | 90/0 | 600 | 0/0 | 600 | 0/-90 | 150 | |||||||||
| Main, West and East | Cu | 1 | 90/0 | 600 | 0/0 | 600 | 0/-90 | 150 | ||||||||
| Ag | 1 | 90/0 | 600 | 0/0 | 600 | 0/-90 | 150 | |||||||||
| Au | 1 | 90/0 | 600 | 0/0 | 600 | 0/-90 | 150 | |||||||||
| Wall Rock | Zn, Cu, Ag, Au, | 1 | Omni Directional | 200 | - | - | ||||||||||
| Pb | 1 | Omni Directional | 200 | - | - | |||||||||||
Zinc Equivalent Percent (ZnEq %) values were calculated from the raw estimated metals values in the grade estimation. Due to the large number of estimated metals, it is common for a polymetallic deposit to use a combined value variable to describe the total value of mineralized material within an estimate. ZnEq % is based on each estimated metal selling price and assumed recovery factor on a block-by-block basis. These are combined to form an overall value factor for each metal which is subsequently used in the calculation, as shown in Table 14.11. Notwithstanding its potential for eventual economic extraction, for the purposes of this preliminary economic assessment lead was assumed not payable and so makes no contribution to ZnEq % grade.
Table 14.11
Zinc Equivalent Percent (ZnEq %) Parameters Used for ZnEq % Calculation
| Variable | Metal Price | Recovery (%) | Factor | |||||||||
| Zinc | US$1.25/pound | 95.3 | 23.83 | |||||||||
| Copper | US$4.25/pound | 93.1 | 78.20 | |||||||||
| Lead | US$0.90/pound | 0 | 0 | |||||||||
| Silver | US$27.00/oz | 94.3 | 25.46 | |||||||||
| Gold | US$2,200.00/oz | 86.2 | 1,896.40 | |||||||||
ZnEq % is calculated as follows:
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83
Figure 14.6, Figure 14.7 and Figure 14.8 show the resulting Zinc Equivalent Grades for the Main Zone, Eastern and Western Lenses, respectively.
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Figure 14.6
Zinc Equivalent Grade Estimation of Main Zone - Long Section 8000E Looking West
Drill Traces as Black Lines and Resource Classification Boundary as Polygon

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Figure 14.7
Zinc Equivalent Grade Estimation of Eastern Lenses - Long Section 8000E Looking West
Drill Traces as Black Lines and Resource Classification Boundary as Polygon

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Figure 14.8
Zinc Equivalent Grade Estimation of Western Lenses - Long Section 7000E Looking East
Drill Traces as Black Lines and Resource Classification Boundary as Polygon

| 14.6.1 | Grade Estimation Verification |
The ID3 grade estimate model was compared visually with nearest neighbour estimates and found to align well with both the model as well as composite grades. In addition to visual methods, the grade estimate model was subjected to statistical analyses to compare block estimated grades versus original composite grades. Composite samples were flagged with corresponding block estimated grades. These results were plotted on scatter plots and trendlines analyzed in Figure 14.9, Figure 14.10, and Figure 14.11.
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Figure 14.9
Main Zone Block Estimated Grades vs Capped Composite Grades - Zn %

Figure 14.10
East Lenses Block Estimated Grades vs Capped Composite Grades - Zn %
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Figure 14.11
Main Zone Block Estimated Grades vs Composite Grades - Ag OPT

Overall, the block model grade estimate shows a lower average grade at the point of composites. This can be attributed to the grade estimation taking into account spatially close composites of lower grade material within the mineralized domain solid and not “washing out” high grade mineralization.
| 14.7 | RESOURCE CLASSIFICATION |
Mineral Resources in this Technical Report are classified according to CIM Definition Standards, which are incorporated by reference in NI 43-101. Mineralization at Blue Moon has been classified as Inferred Mineral Resources and Indicated Mineral Resources based on increasing levels of confidence in data density throughout the mineralized domain solids. The addition of new drill data post 2018 has given the author additional confidence in the MRE and Resource Classifications.
Classification of mineral resources are based on the average distance to samples on a block-by-block basis. Because grade estimates were made using distal samples, as well as more densely spaced samples, polygons were digitized in section around contiguous zones showing estimates made with an average distance to sample of approximately 150 ft or less in areas of continuous drill intercepts, eliminating spatial outliers. Polygons were then used to construct triangulated solids which were used to flag the block model. Blocks included in these solids were classified as Indicated Mineral Resources. This process was carried out on the three mineralized domain solid zones independently.
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Figure 14.12
Long-Section View - Main Zone - Average Distance to Sample and
Indicated Mineral Resource Domain Boundary (Red) - 8000E Looking West
Figure 14.13
Long-Section View – East Lenses - Average Distance to Sample and
Indicated Mineral Resource Domain Boundary (Red) - 8000E Looking West

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Figure 14.14
Long-Section View – West Lenses - Average Distance to Sample and
Indicated Mineral Resource Domain Boundary (Red) - 7000E Looking East

Figure 14.15
Main Zone Block Resource Classification (Red as Indicated Mineral Resource)
Long-Section 8000E Looking West

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Figure 14.16
East Lenses Block Resource Classification (Red as Indicated Mineral Resource)
Long-Section 8000E Looking West

Figure 14.17
West Lenses Block Resource Classification (Red as Indicated Mineral Resource)
Long-Section 7000E Looking East

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| 14.8 | Mineral Resource Estimate |
Tables in this Section detail the Mineral Resource Estimate for the Blue Moon Project as well as cutoff sensitivity analyses.
Table 14.12 summarizes the Blue Moon Mineral Resource Estimate classified according to CIM definition standards. Reasonable prospects of eventual economic extraction, as defined in this section of the Technical Report, assume underground mining, surface mill processing and production of zinc and copper concentrates. Mineral Resources are reported at a zinc equivalent cutoff grade of 2.9% ZnEq. Based on the stated metal prices and recoveries, zinc equivalent grade is defined as:
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83
Table 14.12
Blue Moon Mineral Resource Estimate, Effective as of December 24, 2024
at a Cutoff Grade of 2.9% ZnEq
| Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||
| ZONE | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||
| Indicated | Main | 3,073,000 | 0.04 | ||||||||||||||||||||||||||||||||||||
| East | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.09 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.04 | |||||||||||||||||||||||||||
| West | 78,000 | 4.41 | 0.62 | 0.33 | 0.93 | 0.03 | 9.50 | 6.91 | 0.97 | 0.52 | 0.07 | 0.00 | |||||||||||||||||||||||||||
| All Zones | 3,650,000 | 5.97 | 0.73 | 0.23 | 1.49 | 0.043 | 13.46 | 435.83 | 53.59 | 16.90 | 5.43 | 0.159 | |||||||||||||||||||||||||||
| Inferred | Main | 3,261,000 | 5.68 | 0.52 | 0.23 | 1.15 | 0.04 | 11.41 | 370.27 | 33.65 | 14.74 | 3.76 | 0.11 | ||||||||||||||||||||||||||
| East | 994,000 | 5.04 | 0.59 | 0.56 | 2.43 | 0.07 | 15.49 | 100.11 | 11.80 | 11.20 | 2.42 | 0.07 | |||||||||||||||||||||||||||
| West | 173,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.02 | 6.28 | 6.84 | 2.52 | 0.74 | 0.07 | 0.00 | |||||||||||||||||||||||||||
| All Zones | 4,428,000 | 5.39 | 0.54 | 0.30 | 1.41 | 0.043 | 12.12 | 477.22 | 47.97 | 26.68 | 6.25 | 0.190 | |||||||||||||||||||||||||||
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-US$2,200/oz, Ag-US$27/oz, Cu-US$4.25/lb., Pb-US$0.90/lb., Zn-US$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3% |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq % is calculated as follows: |
ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83.
| (5) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (6) | Figures may not add up due to rounding. |
| (7) | Tonnages shown in Table 14.12 are short tons. |
| (8) | The QP knows of no other legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources for the Project. |
| 14.9 | Cutoff Grade Sensitivity Analysis |
Mineral Resources are sensitive to the selection of a cutoff grade. The tables in this section of the report highlight the effect of cutoff grade analysis on the reported Mineral Resource Estimates. The reader is cautioned not to misconstrue either Table 14.13 (Indicated) or Table 14.14 (Inferred) as Mineral Resource Estimates. The tabled quantities, as well as the grade-tonnage chart in Figure 14.18, are presented only to show sensitivity of the resource model to the selection of various cutoff grades reported in ZnEq %. Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The QP has reviewed the cut-off grades used in the sensitivity analysis, and it is the opinion of the QP that they meet the test for reasonable prospects of eventual economic extraction at varying metal prices or other underlying parameters used to calculate the cut-off grade.
| Blue Moon Mine | 88 | March 2025 |
|
Blue Moon Metals Inc. |
Table 14.13
ZnEq % Cutoff Sensitivity Analysis - Indicated Mineral Resource Classification by Mineralized Zone
| ALL ZONES | INDICATED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 3,664,000 | 5.95 | 0.73 | 0.23 | 1.48 | 0.043 | 13.42 | 436.24 | 53.68 | 16.94 | 5.44 | 0.159 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 3,660,000 | 5.96 | 0.73 | 0.23 | 1.48 | 0.043 | 13.43 | 436.13 | 53.62 | 16.93 | 5.43 | 0.159 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 3,655,000 | 5.96 | 0.73 | 0.23 | 1.49 | 0.043 | 13.45 | 435.97 | 53.60 | 16.91 | 5.43 | 0.159 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 3,650,000 | 5.97 | 0.73 | 0.23 | 1.49 | 0.043 | 13.46 | 435.83 | 53.59 | 16.90 | 5.43 | 0.159 | |||||||||||||||||||||||||||||||||||||
| 3 | 3,645,000 | 5.98 | 0.73 | 0.23 | 1.49 | 0.043 | 13.47 | 435.68 | 53.57 | 16.88 | 5.43 | 0.158 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 3,639,000 | 5.98 | 0.74 | 0.23 | 1.49 | 0.043 | 13.49 | 435.57 | 53.56 | 16.93 | 5.43 | 0.158 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 3,634,000 | 5.99 | 0.74 | 0.23 | 1.49 | 0.043 | 13.50 | 435.42 | 53.53 | 16.91 | 5.43 | 0.158 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 3,625,000 | 6.00 | 0.74 | 0.23 | 1.50 | 0.043 | 13.53 | 435.12 | 53.46 | 16.88 | 5.43 | 0.158 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 3,617,000 | 6.01 | 0.74 | 0.23 | 1.50 | 0.044 | 13.55 | 434.92 | 53.39 | 16.91 | 5.43 | 0.157 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 3,609,000 | 6.02 | 0.74 | 0.23 | 1.50 | 0.044 | 13.58 | 434.67 | 53.33 | 16.89 | 5.43 | 0.157 | |||||||||||||||||||||||||||||||||||||
| MAIN ZONE | INDICATED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 3,087,000 | 5.88 | 0.78 | 0.16 | 1.14 | 0.037 | 12.62 | 363.15 | 48.03 | 10.13 | 3.51 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 3,083,000 | 5.89 | 0.78 | 0.16 | 1.14 | 0.037 | 12.63 | 363.06 | 47.97 | 10.11 | 3.51 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 3,078,000 | 5.90 | 0.78 | 0.16 | 1.14 | 0.037 | 12.65 | 362.90 | 47.96 | 10.10 | 3.51 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 3,073,000 | 5.90 | 0.78 | 0.16 | 1.14 | 0.037 | 12.66 | 362.76 | 47.94 | 10.08 | 3.51 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 3 | 3,068,000 | 5.91 | 0.78 | 0.16 | 1.14 | 0.037 | 12.68 | 362.63 | 47.93 | 10.06 | 3.51 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 3,063,000 | 5.92 | 0.78 | 0.17 | 1.14 | 0.037 | 12.70 | 362.52 | 47.91 | 10.11 | 3.50 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 3,058,000 | 5.93 | 0.78 | 0.17 | 1.15 | 0.037 | 12.71 | 362.38 | 47.89 | 10.09 | 3.50 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 3,050,000 | 5.94 | 0.78 | 0.17 | 1.15 | 0.037 | 12.74 | 362.09 | 47.82 | 10.06 | 3.50 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 3,042,000 | 5.95 | 0.79 | 0.17 | 1.15 | 0.037 | 12.76 | 361.90 | 47.75 | 10.10 | 3.50 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 3,034,000 | 5.96 | 0.79 | 0.17 | 1.15 | 0.037 | 12.79 | 361.65 | 47.69 | 10.07 | 3.50 | 0.112 | |||||||||||||||||||||||||||||||||||||
| EAST ZONES | INDICATED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 498,000 | 6.64 | 0.47 | 0.63 | 3.72 | 0.086 | 18.99 | 66.15 | 4.67 | 6.29 | 1.85 | 0.043 | |||||||||||||||||||||||||||||||||||||
| WEST ZONES | INDICATED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 79,000 | 4.38 | 0.62 | 0.33 | 0.93 | 0.025 | 9.43 | 6.94 | 0.98 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 79,000 | 4.39 | 0.62 | 0.33 | 0.93 | 0.025 | 9.45 | 6.93 | 0.98 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 79,000 | 4.40 | 0.62 | 0.33 | 0.93 | 0.026 | 9.49 | 6.92 | 0.98 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 78,000 | 4.41 | 0.62 | 0.33 | 0.93 | 0.026 | 9.50 | 6.91 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3 | 78,000 | 4.42 | 0.62 | 0.33 | 0.94 | 0.026 | 9.53 | 6.90 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 78,000 | 4.42 | 0.62 | 0.33 | 0.94 | 0.026 | 9.54 | 6.90 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 78,000 | 4.43 | 0.62 | 0.33 | 0.94 | 0.026 | 9.56 | 6.89 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 78,000 | 4.44 | 0.63 | 0.34 | 0.94 | 0.026 | 9.58 | 6.88 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 77,000 | 4.45 | 0.63 | 0.34 | 0.95 | 0.026 | 9.61 | 6.87 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 77,000 | 4.46 | 0.63 | 0.34 | 0.95 | 0.026 | 9.62 | 6.87 | 0.97 | 0.52 | 0.07 | 0.002 | |||||||||||||||||||||||||||||||||||||
| Blue Moon Mine | 89 | March 2025 |
|
Blue Moon Metals Inc. |
Table 14.14
ZnEq % Cutoff Sensitivity Analysis - Inferred Mineral Resource Classification by Mineralized Zone
| ALL ZONES | INFERRED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 4,459,000 | 5.36 | 0.54 | 0.30 | 1.40 | 0.043 | 12.06 | 478.11 | 48.01 | 26.75 | 6.26 | 0.192 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 4,447,000 | 5.37 | 0.54 | 0.30 | 1.41 | 0.043 | 12.08 | 477.77 | 47.97 | 26.69 | 6.26 | 0.191 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 4,438,000 | 5.38 | 0.54 | 0.30 | 1.41 | 0.043 | 12.10 | 477.51 | 47.94 | 26.73 | 6.25 | 0.191 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 4,428,000 | 5.39 | 0.54 | 0.30 | 1.41 | 0.043 | 12.12 | 477.22 | 47.97 | 26.68 | 6.25 | 0.190 | |||||||||||||||||||||||||||||||||||||
| 3 | 4,418,000 | 5.40 | 0.54 | 0.30 | 1.41 | 0.043 | 12.15 | 476.94 | 47.93 | 26.64 | 6.25 | 0.190 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 4,403,000 | 5.41 | 0.54 | 0.30 | 1.42 | 0.043 | 12.18 | 476.46 | 47.87 | 26.65 | 6.24 | 0.190 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 4,376,000 | 5.43 | 0.55 | 0.30 | 1.42 | 0.043 | 12.23 | 475.60 | 47.79 | 26.61 | 6.23 | 0.190 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 4,336,000 | 5.47 | 0.55 | 0.31 | 1.43 | 0.044 | 12.31 | 474.20 | 47.71 | 26.54 | 6.21 | 0.192 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 4,300,000 | 5.50 | 0.55 | 0.31 | 1.44 | 0.044 | 12.39 | 472.98 | 47.60 | 26.47 | 6.20 | 0.191 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 4,258,000 | 5.54 | 0.56 | 0.31 | 1.45 | 0.045 | 12.48 | 471.50 | 47.44 | 26.47 | 6.18 | 0.190 | |||||||||||||||||||||||||||||||||||||
| MAIN ZONE | INFERRED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 3,290,000 | 5.64 | 0.51 | 0.23 | 1.15 | 0.035 | 11.33 | 371.08 | 33.69 | 14.80 | 3.78 | 0.115 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 3,279,000 | 5.65 | 0.51 | 0.23 | 1.15 | 0.035 | 11.36 | 370.77 | 33.64 | 14.75 | 3.77 | 0.115 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 3,270,000 | 5.67 | 0.51 | 0.23 | 1.15 | 0.035 | 11.38 | 370.53 | 33.62 | 14.78 | 3.77 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 3,261,000 | 5.68 | 0.52 | 0.23 | 1.15 | 0.035 | 11.41 | 370.27 | 33.65 | 14.74 | 3.76 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 3 | 3,252,000 | 5.69 | 0.52 | 0.23 | 1.16 | 0.035 | 11.43 | 370.01 | 33.63 | 14.70 | 3.76 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 3,240,000 | 5.71 | 0.52 | 0.23 | 1.16 | 0.035 | 11.46 | 369.65 | 33.56 | 14.71 | 3.75 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 3,222,000 | 5.73 | 0.52 | 0.23 | 1.16 | 0.035 | 11.51 | 369.15 | 33.51 | 14.69 | 3.75 | 0.113 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 3,197,000 | 5.76 | 0.52 | 0.23 | 1.17 | 0.036 | 11.57 | 368.35 | 33.44 | 14.64 | 3.73 | 0.115 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 3,172,000 | 5.79 | 0.53 | 0.23 | 1.17 | 0.036 | 11.64 | 367.56 | 33.37 | 14.59 | 3.72 | 0.114 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 3,149,000 | 5.82 | 0.53 | 0.23 | 1.18 | 0.036 | 11.70 | 366.77 | 33.31 | 14.61 | 3.70 | 0.113 | |||||||||||||||||||||||||||||||||||||
| EAST ZONES | INFERRED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 996,000 | 5.03 | 0.59 | 0.56 | 2.43 | 0.074 | 15.47 | 100.16 | 11.80 | 11.20 | 2.42 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 995,000 | 5.03 | 0.59 | 0.56 | 2.43 | 0.074 | 15.48 | 100.15 | 11.81 | 11.19 | 2.42 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 995,000 | 5.03 | 0.59 | 0.56 | 2.43 | 0.074 | 15.48 | 100.14 | 11.80 | 11.20 | 2.42 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 994,000 | 5.04 | 0.59 | 0.56 | 2.43 | 0.074 | 15.49 | 100.11 | 11.80 | 11.20 | 2.42 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 3 | 993,000 | 5.04 | 0.59 | 0.56 | 2.43 | 0.074 | 15.50 | 100.09 | 11.79 | 11.19 | 2.42 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 991,000 | 5.05 | 0.60 | 0.57 | 2.44 | 0.075 | 15.53 | 99.99 | 11.80 | 11.20 | 2.41 | 0.074 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 982,000 | 5.07 | 0.60 | 0.57 | 2.46 | 0.075 | 15.64 | 99.64 | 11.78 | 11.18 | 2.41 | 0.074 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 968,000 | 5.12 | 0.61 | 0.58 | 2.49 | 0.076 | 15.82 | 99.06 | 11.77 | 11.16 | 2.41 | 0.074 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 958,000 | 5.15 | 0.61 | 0.58 | 2.52 | 0.077 | 15.96 | 98.63 | 11.75 | 11.13 | 2.41 | 0.073 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 945,000 | 5.19 | 0.62 | 0.59 | 2.55 | 0.078 | 16.13 | 98.02 | 11.72 | 11.12 | 2.41 | 0.073 | |||||||||||||||||||||||||||||||||||||
| WEST ZONES | INFERRED | Grade Above Cutoff | Contained Metal | ||||||||||||||||||||||||||||||||||||||||||||||
| Cutoff > ZnEq% | Tons > Cutoff | Zn % | Cu % | Pb % | Ag Oz/Ton | Au Oz/Ton | ZnEq % | Zn Mlbs | Cu Mlbs | Pb Mlbs | Ag MOz | Au Moz | |||||||||||||||||||||||||||||||||||||
| 2.6 | 174,000 | 1.98 | 0.73 | 0.21 | 0.40 | 0.018 | 6.27 | 6.87 | 2.52 | 0.75 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 2.7 | 174,000 | 1.98 | 0.73 | 0.21 | 0.40 | 0.018 | 6.27 | 6.86 | 2.52 | 0.75 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 2.8 | 173,000 | 1.98 | 0.73 | 0.21 | 0.40 | 0.018 | 6.28 | 6.84 | 2.52 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 2.9 | 173,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.018 | 6.28 | 6.84 | 2.52 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3 | 173,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.018 | 6.29 | 6.83 | 2.51 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3.1 | 172,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.018 | 6.29 | 6.82 | 2.51 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3.2 | 172,000 | 1.98 | 0.73 | 0.22 | 0.40 | 0.018 | 6.30 | 6.81 | 2.51 | 0.75 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3.3 | 171,000 | 1.99 | 0.73 | 0.22 | 0.40 | 0.018 | 6.32 | 6.79 | 2.50 | 0.75 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3.4 | 170,000 | 2.00 | 0.73 | 0.22 | 0.40 | 0.018 | 6.34 | 6.78 | 2.47 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
| 3.5 | 165,000 | 2.04 | 0.73 | 0.23 | 0.41 | 0.019 | 6.42 | 6.72 | 2.41 | 0.74 | 0.07 | 0.003 | |||||||||||||||||||||||||||||||||||||
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Figure 14.18
Grade-Tonnage Chart for the Indicated Mineral Resource Estimate – All Domains

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15.0 MINERAL RESERVE ESTIMATES
No current mineral reserve estimate has been established on the Blue Moon Mine Property.
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16.0 MINING METHODS
| 16.1 | Introduction |
This section outlines the parameters and procedures used by Micon to perform the PEA level mine planning work for the Blue Moon Project at a proposed mill feed production rate of 1,800 tonnes per day.
This PEA is preliminary in nature. In addition to the Measured and Indicated Resources, the mine plan presented in this section includes Inferred Mineral Resources. Inferred Mineral Resources are considered too geologically speculative to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that this PEA will be realized.
This PEA utilizes the Mineral Resources described in Section 14 and only portions of the Mineral Resources that fall within the constraints defined by underground parameters of the PEA listed in this section are used to inform the Project economics.
| 16.2 | Deposit Geometry and Geotechnical Considerations |
The Blue Moon deposit exhibits a steep dip with mineralization extending along strike and to depth. Mineralized zone widths vary, with some areas pinching out to less than 10 ft, while thicker sections reach up to 50 ft. The mineralization is continuous but locally variable, with parallel lenses in certain area.
There is limited geotechnical information available for Blue Moon apart from historical reports and qualitative assessments. Based on review of the prior reports and analogues to similar deposits, the ground conditions are expected to be fair to good, amenable to cut and fill and longhole stoping. Ground control measures will include resin rebar and mesh screening for back support, with split sets used along walls where necessary. However, additional geotechnical drilling and rock mass characterization will be necessary to refine mine design and ground support strategies in subsequent study phases.
| 16.3 | Mso and Mining Method Analysis |
The mining method selection was largely guided by the results of the Mineable Shape Optimizer (MSO) analysis, which evaluated various stoping methods and sizes based on economic and operational parameters. The MSO process assessed multiple configurations, including longhole stoping and cut-and-fill methods. The following methods were not included in the analysis:
| • | Open pit mining: Surface disturbance is desired to be kept to a minimum and an open pit would likely result in high stripping demands. |
| • | Conventional methods (shrinkage, etc.): undesirable given the labour intensity and lack of productivity as well as exposure of personnel close to the face. |
| • | Caving methods: orebody geometry and size not amenable to caving, surface footprint disturbance undesirable. |
| • | Room and Pillar/Post-Pillar Cut and Fill: orebody geometry not amenable; these methods are better suited to flatter lying deposits. |
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The MSO analysis examined the following stope sizes and stope dimensions, dilution factors, and cutoff grades. Longhole stopes were analyzed over an operating cost range of $65 - 90/ton, while the cut and fill stopes were analyzed over a range of $100 – 150/ton. The block model was coded with an NSR value according to the parameters in Table 16.1.
Table 16.1
NSR Parameters Used to Code Block Model for MSO Analysis
| Metal Prices | Unit | Value | |||||
| Copper | US$/lb | 4.20 | |||||
| Zinc | US$/lb | 1.25 | |||||
| Lead | US$/lb | 0.90 | |||||
| Gold | US$/oz | 2,200 | |||||
| Silver | US$/oz | 27.00 | |||||
| Process Recovery | Unit | Zn Conc. | Cu Conc. | |||||||
| Copper | % | 0.00 | 93.10 | |||||||
| Zinc | % | 95.3 | 0.00 | |||||||
| Lead | % | 0.00 | 0.00 | |||||||
| Gold | % | 18.3 | 67.90 | |||||||
| Silver | % | 25.7 | 68.60 | |||||||
| Concentrate Grade | % (Zn/Cu) | 62.3 | 26.50 | |||||||
| NSR terms | Unit | Zn Conc. | Cu Conc. | |||||||
| Metal Payable | ||||||||||
| Copper | % | 0.00 | 96.50 | |||||||
| Zinc | % | 87.20 | 0.00 | |||||||
| Lead | % | 0.00 | 0.00 | |||||||
| Gold | % | 75.00 | 96.00 | |||||||
| Silver | % | 80.00 | 90.00 | |||||||
| Minimum Deduction | ||||||||||
| Copper | % | - | 1.00 | |||||||
| Zinc | % | 8.00 | - | |||||||
| Lead | % | - | - | |||||||
| Gold | g/t Au | 1.00 | 0.00 | |||||||
| Silver | g/t Ag | 102.86 | 0.00 | |||||||
| Transport Charge | US$/wt | 72.00 | 72.00 | |||||||
| Treatment Charge | US$/t | 165.00 | 30.00 | |||||||
| Refining Charge | US$/lb (Zn/Cu) | 0.00 | 0.03 | |||||||
| Refining Charge | US$/oz Au | 0.00 | 5.00 | |||||||
| Refining Charge | US$/oz Ag | 0.00 | 0.50 | |||||||
Table 16.2 presents the various stope sizes, dilution (ELOS) and recovery factors analysed.
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Table 16.2
Stope Sizes, Dilution (ELOS) and Recovery Factors Analysed
| Method | Stope Height/Level Interval (ft) | Stope Length (along strike, ft) | Min. Width (ft) | ELOS (HW, ft) | ELOS (FW, ft) | Mining Recovery (%) | ||||||||||||||||||
| Longhole/Blasthole | 65 | 20 | 6 | 1 | 1 | 90 | ||||||||||||||||||
| 80 | 20 | 6 | 1 | 1 | ||||||||||||||||||||
| 50 | 20 | 6 | 1 | 1 | ||||||||||||||||||||
| 100 | 40 | 8 | 1.5 | 1.5 | ||||||||||||||||||||
| Cut and Fill | 10 | 80 | 8 | 0.4 | 0.4 | 95 | ||||||||||||||||||
The stope shapes were then processed by applying an assumed operating cost of US$75/ton for longhole stoping and US$100/ton for cut and fill stopes, based on similar projects. The resulting operating margin results are displayed in Figure 16.1. The analysis demonstrates that over the 50 ft to 80 ft. height, the orebody is relatively insensitive to cut-offs, while the larger stopes as well as the cut-and-fill stopes suffer a diminished operating margin as the selectivity and increased cost burdens the economics.
Figure 16.1
MSO Results Over a Range of Shape Sizes and NSR Cut-Off Values

The 80 ft H, US$75/ton NSR case was selected as the basis for the mine design, as this maximises resource recovery, limits excessive sustaining capital requirements (level development), and provides the highest relative operating margin compared to the other cases considered.
Stoping operations will follow a Longitudinal Retreat sequence, illustrated in Figure 16.2.
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Figure 16.2
Longitudinal Retreat Concept
| 16.4 | Mine Access |
The mine will be accessed through a ramp system designed with a nominal grade of 13%, reaching a maximum of 15% in some sections. The initial portal and decline will provide access for exploration drilling and be utilized once the mine moves into production as the main haulage route. The layout separates the deposit into North and South mining zones to minimize level development and provide additional mine sequencing flexibility. The decline is positioned to first access the North Zone, prioritizing thicker, higher-grade levels in the mine.
Mining levels will be spaced at 80-ft vertical intervals, with mining fronts consisting of five or six levels grouped together. Each level will include essential infrastructure such as truck load-out areas, electrical substations, and dewatering sumps. The primary decline will serve as the main haulage route, with additional accesses developed as mining advances. Allowances were added (5% for Ramp, 20% for level development) to account for remucks and infrastructure cutouts. The basic criteria followed for the development design is shown in Table 16.3.
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Table 16.3
Development Design Criteria
| Criteria | Value | |
| Decline Gradient | 13% to 15% | |
| Decline Size | 16.4 ft W x 16.4 ft H | |
| Level Development Size | 15 ft W x 15 ft H | |
| Fresh Air Raise Size (diameter) | 14 ft. | |
| Footwall-to-Ramp Offset | >120 ft. | |
| Ramp Turning Radius | 80 ft. | |
| Ramp Additional Allowance | 5% | |
| Level Development Additional Allowance | 20% | |
| Lateral Development Overbreak | 10% | |
| Vertical Development Overbreak | 5% |
Figure 16.3 shows a view of the mine design development and stope model. A secondary egress system is planned via the fresh air raise, providing an alternate escape route in case of emergency.
Figure 16.3
Mine Design Model View Looking West

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| 16.5 | Ventilation |
Fresh air will be introduced through a single surface raise via two axial fans, each of an estimated 400 hp, feeding both North and South zones through level breakthroughs, where a regulator and auxiliary fan setup will be installed, with ducting into the stoping areas. Exhaust air will be directed through the decline ramp, supplemented by booster fans to manage pressures as the mine advances deeper.
The total estimated flow required to be supplied to the mine is approximately 280,000 CFM. Table 16.4 summarises the estimate of required flow, and Figure 16.4 illustrates the ventilation network for the PEA mine design.
In the deeper sections of the mine, supplementary exhaust raises may be required to enhance airflow and maintain safe working conditions. Future trade-off work should investigate the use of battery-electric vehicles for all or some of the mobile equipment fleet.
Table 16.4
Preliminary Ventilation Flow Requirements
| Fleet Calc | Model Assumed | MSHA Part 7 Vent Rate/Factor | # | % Utilisation | Total Requirement (CFM) | ||||||||||||||
| 42-t Truck or equivalent | Epiroc MT42S | 18,999 | cfm/unit | 4 | 100 | % | 75,997 | ||||||||||||
| 6-yd LHD or equivalent | Epiroc ST14 | 12,996 | cfm/unit | 3 | 100 | % | 38,987 | ||||||||||||
| 10-yd LHD or equivalent | Epiroc ST18 | 17,022 | cfm/unit | 1 | 100 | % | 17,022 | ||||||||||||
| Jumbo Drill | Epiroc Boomer 282 | 100 | cfm/hp | 2 | 25 | % | 3,700 | ||||||||||||
| Production Drill | Epiroc Simba S7 | 100 | cfm/hp | 2 | 25 | % | 3,700 | ||||||||||||
| Bolter | Epiroc Boltec | 100 | cfm/hp | 1 | 25 | % | 1,850 | ||||||||||||
| Scissor Lift | MacLean SL2 | 100 | cfm/hp | 2 | 25 | % | 7,750 | ||||||||||||
| Grader | MacLean GR5 | 100 | cfm/hp | 1 | 50 | % | 10,100 | ||||||||||||
| Pickup Truck | Landcruiser | 100 | cfm/hp | 6 | 50 | % | 38400 | ||||||||||||
| Sub-Total Equipment Requirements | 197,506 | ||||||||||||||||||
| Personnel | 6,000 | ||||||||||||||||||
| Leakage (10%) | 20,351 | ||||||||||||||||||
| Contingency (25%) | 55,964 | ||||||||||||||||||
| Grand Total | 279,821 | ||||||||||||||||||
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Figure 16.4
Ventilation Network Schematic
Blue Shows the Fresh Air Path, Red Shows the Return Air Path

| 16.6 | Production Schedule |
The production schedule was created in Datamine’s Enhanced Production Scheduler (EPS) software, using benchmark development rates observed on recent projects. The initial decline advances to the main fresh air intake raise, before continuing to the north and beginning the north spiral ramp to the first mining front.
Separate level development crews are assigned to handle level and ventilation accesses, as well as ore sill drives. Stopes are scheduled by linking dependencies between designed stope shapes, in a Primary-Primary retreat sequence to the level access. Additional dependencies were added to the schedule to ensure ventilation breakthroughs are complete in advance of production on a level. The dedicated ramp resource crew advances to the next mining front. Overall production is targeted at 1,800 tonnes per day. Mining fronts were prioritized by grade and size to aid in early revenue generation.
Development and stoping rates were assigned using benchmark rates observed at similar projects, as outlined in Table 16.5.
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Table 16.5
Resource Rates Applied in the Mine Schedule
| Resource | Rate | Comment |
| Ramp Crew | ~540 ft/mo | Single Face Maximum |
| Level Crews | ~660 ft/mo | Multi Face Maximum |
| Longhole Stopes | ~200 tpd, | All-In Rate |
| Vertical Development | 11 ft/d | Single Face |
Development was scheduled as just-in-time to avoid extraneous early development, and the schedule was backwards-levelled to pull forward development where slack exists.
Table 16.6 presents a summary of the annual mine development and production tonnages.
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Table 16.6
Annual Mine Schedule Summary
| Parameter | Unit | LOM Total/ Avg. | Year -2* | Year -1 | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | Year 6 | Year 7 | Year 8 | Year 9 | Year 10 | Year 11 | ||||||||||||||||
| Mined Tons | 000 t | 9,554 | 237 | 281 | 911 | 887 | 859 | 941 | 884 | 952 | 933 | 877 | 913 | 756 | 124 | ||||||||||||||||
| Development Feet | 000 ft | 131.0 | 7.9 | 10.5 | 16.1 | 10.2 | 9.3 | 12.5 | 10.4 | 13.2 | 12.2 | 10.3 | 11.9 | 5.7 | 0.9 | ||||||||||||||||
| Mill Feed Tons | 000 t | 7,401 | 5 | 127 | 746 | 742 | 750 | 766 | 727 | 692 | 725 | 701 | 684 | 635 | 102 | ||||||||||||||||
| NSR Value | US$/ton | 222.0 | 184.1 | 194.9 | 231.6 | 251.2 | 238.0 | 226.9 | 212.5 | 209.3 | 211.9 | 165.4 | 248.0 | 230.2 | 208.7 | ||||||||||||||||
| ZnEq Grade | % | 11.64 | 10.12 | 10.39 | 12.18 | 13.17 | 12.42 | 11.89 | 11.08 | 10.99 | 11.20 | 8.61 | 13.19 | 11.99 | 10.30 | ||||||||||||||||
| Zinc Grade | % | 5.17 | 5.80 | 5.01 | 5.10 | 5.21 | 4.79 | 5.25 | 4.95 | 5.19 | 5.64 | 3.81 | 7.03 | 5.34 | 1.92 | ||||||||||||||||
| Copper Grade | % | 0.56 | 0.34 | 0.34 | 0.42 | 0.40 | 0.39 | 0.62 | 0.83 | 0.82 | 0.67 | 0.59 | 0.45 | 0.40 | 0.71 | ||||||||||||||||
| Silver Grade | opt | 1.32 | 1.98 | 1.59 | 1.82 | 2.07 | 1.80 | 1.35 | 0.96 | 1.04 | 1.08 | 0.73 | 1.29 | 0.98 | 0.76 | ||||||||||||||||
| Gold Grade | opt | 0.04 | 0.01 | 0.03 | 0.05 | 0.06 | 0.06 | 0.04 | 0.03 | 0.02 | 0.03 | 0.03 | 0.04 | 0.05 | 0.07 | ||||||||||||||||
| Lead Grade | % | 0.24 | 0.13 | 0.26 | 0.31 | 0.32 | 0.25 | 0.19 | 0.18 | 0.22 | 0.21 | 0.16 | 0.27 | 0.31 | 0.40 | ||||||||||||||||
| Ramp Feet (Equivalent) | ‘000 ft | 39.3 | 5.6 | 2.8 | 2.3 | 3.3 | 1.3 | 4.4 | 2.4 | 5.5 | 4.2 | 2.1 | 3.8 | 1.0 | 0.7 | ||||||||||||||||
| Mill Feed Development | ‘000 ft | 40.4 | 0.2 | 3.6 | 8.8 | 4.2 | 4.6 | 5.1 | 3.6 | 2.0 | 3.1 | 2.8 | 2.1 | 0.4 | 0.0 | ||||||||||||||||
| Level Development Waste (Equivalent) | ‘000 ft | 46.8 | 1.5 | 3.7 | 4.6 | 2.7 | 3.2 | 2.7 | 4.0 | 4.9 | 4.5 | 5.1 | 5.7 | 4.0 | 0.2 | ||||||||||||||||
| Raise Feet | ‘000 ft | 4.6 | 0.6 | 0.4 | 0.4 | 0.0 | 0.3 | 0.3 | 0.4 | 0.8 | 0.4 | 0.4 | 0.4 | 0.3 | 0.0 | ||||||||||||||||
| Waste Tons | ‘000 T | 2,153.3 | 232.2 | 154.5 | 165.1 | 144.4 | 108.3 | 175.2 | 156.9 | 260.4 | 208.1 | 176.1 | 229.3 | 120.7 | 22.0 |
Notes:
| 1. | Tonnages and per ton figures reflect short tons. |
| 2. | Initial Mining shown here occurring in Year -2 is assumed to be carried out earlier as part of an exploration ramp development to give access for underground drilling. Accordingly, the PEA cash flow model assumes this to be a sunk cost. |
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| 16.7 | Equipment Fleet |
The underground mining fleet will include a combination of development and production equipment. The development fleet will consist of jumbo drills, bolters, load-haul-dump (LHD) machines, and scissor decks for support infrastructure installation. The production fleet will include 42 tonne haul trucks, longhole drills, and 6-yard LHDs for material movement, as detailed in Table 16.7.
Table 16.7
Annual Mine Schedule Summary
| Parameter | Year - 2* |
Year -1 |
Year 1 |
Year 2 |
Year 3 |
Year 4 |
Year 5 |
Year 6 |
Year 7 |
Year 8 |
Year 9 |
Year 10 |
Year 11 |
||||||||||||||
| Jumbos | 1 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||
| Bolters | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| LHD Dev | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||
| Scissor Deck | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||
| Personnel Carrier | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | ||||||||||||||
| Prod. Drills | 1 | 1 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 2 | 1 | ||||||||||||||
| Prod. LHD (ST14) | 1 | 1 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 3 | 2 | ||||||||||||||
| Haul Trucks (42t) | 1 | 2 | 3 | 3 | 3 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | 4 | ||||||||||||||
| Emulsion Loader (Prod.) | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Shotcreter | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Grouter | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Fuel/Lube Truck | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Utility Truck | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Boom Truck | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Grader | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | 1 | ||||||||||||||
| Pickups | 2 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 | 6 |
For the purposes of this PEA, it has been assumed that all the mobile mining equipment will be provided by a mining contractor.
Future studies will assess the feasibility of integrating battery-electric vehicles to reduce diesel emissions and ventilation costs.
| 16.8 | Mine Personnel |
Workforce estimates were created based on the mine schedule, assuming 2 h to 12 h shifts, with a 4 -shift rotation. Mine technical and administrative staff and certain fixed plant maintenance personnel were assumed to work 5-d weeks, day shift only.
Peak salaried and hourly-waged personnel requirements are shown below in Table 16.8 and Table 16.9, respectively.
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Table 16.8
Peak Salaried Workforce Estimate
| Category | Position | Number | ||||
| Mine Site Management/Admin | Manager, Mining | 1 | ||||
| Mine Superintendent | 1 | |||||
| Mine Supervisor | 8 | |||||
| Mine Captain | 2 | |||||
| Accountant | 1 | |||||
| Junior Accountant | 1 | |||||
| Controller | 1 | |||||
| Buyer | 1 | |||||
| Warehouse Supervisor | 1 | |||||
| Warehouse Attendant | 2 | |||||
| Janitorial | 2 | |||||
| Security Superintendent | 1 | |||||
| Security Guard | 2 | |||||
| Mining Engineering | Chief Mine Engineer | 1 | ||||
| Senior Mining Engineer | 1 | |||||
| Long Range Planner | 1 | |||||
| Short Range Planner | 2 | |||||
| Ventilation Engineer/Tech | 1 | |||||
| Ground Control Engineer/Tech | 2 | |||||
| Senior Surveyor/Tech | 1 | |||||
| Surveyor | 3 | |||||
| Geology | Chief Geologist | 1 | ||||
| Senior Geologist | 1 | |||||
| Beat Geologist | 2 | |||||
| Resource Geologist | 1 | |||||
| Core Logger | 2 | |||||
| Health and Safety | Safety Superintendent | 1 | ||||
| Safety Supervisor | 1 | |||||
| Safety Personnel | 2 | |||||
| Maintenance | Maintenance Superintendent | 1 | ||||
| Maintenance Foreman | 1 | |||||
| Maintenance Planner | 1 | |||||
| Mill | Mill Superintendent | 1 | ||||
| Mill Foreman | 1 | |||||
| Project Engineer | 1 | |||||
| Mill Technician | 1 | |||||
| Mechanical Engineer | 1 | |||||
| Civil Engineer | 1 | |||||
| Electrical Engineer | 1 | |||||
| Environmental | Environmental Superintendent | 1 | ||||
| Environmental Coordinator | 1 | |||||
| Environmental Tech | 2 | |||||
| Total Salaried Staff | 61 | |||||
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Table 16.9
Peak Hourly-Wage Workforce Estimate
| Category | Position | Number | ||||
| Development | Jumbo Operators | 8 | ||||
| Dev LHD Operators | 8 | |||||
| Bolters | 4 | |||||
| Services/Helpers | 16 | |||||
| Production | Longhole Drillers | 8 | ||||
| Blasters | 16 | |||||
| LHD Operators - Production | 8 | |||||
| Indirects | Truck Operators | 16 | ||||
| U/G Labourers (Material Transport) | 12 | |||||
| Ramp Maintenance/Misc | 4 | |||||
| UG Construction | Paste Operator | 4 | ||||
| Shotcreter | 4 | |||||
| General Construction Labourer | 12 | |||||
| Maintenance | Shop Mechanic | 8 | ||||
| Apprentice Mechanic | 8 | |||||
| Mobile Mechanic | 8 | |||||
| General Shop Labourer | 8 | |||||
| Millwright | 4 | |||||
| Electrician | 2 | |||||
| Welder | 2 | |||||
| Total Hourly-Wage Workforce | 160 | |||||
| 16.9 | Mine Services |
| 16.9.1 | Dewatering System |
A multi-stage “daisy chain” pumping system will be implemented to prevent excessive hydraulic head pressure, limiting head height to a maximum of 240 ft per sump. Intermediate sumps will be fed via gravity through boreholes. As mining progresses deeper, new sumps will be developed on new production levels to maintain effective water management.
In addition to sumps, drain holes will be drilled in areas with high expected water inflows to mitigate localized flooding risks. If necessary, water will be treated on the surface as required to meet environmental discharge regulations.
| 16.9.2 | Electrical Distribution |
Power will be supplied at 13.8 kV from the surface and transmitted underground via a dedicated feeder line. A central transformer station, located off the main decline above the mining zones, will step power down from 13.8 kV to 4,160 V for distribution throughout the mine. Electrical distribution will be facilitated via boreholes to feed substations near level access points. Each level substation will further step power down from 4160 V to 600 V or 480 V, depending on equipment requirements. The system will provide power to jumbo drills, production drills, fans, and pumps.
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| 16.9.3 | Mine Communications and Safety |
A leaky feeder system will be installed throughout the underground workings to provide wireless communication for voice, data, and tracking systems. Standard underground mine phones and intercom stations will also be positioned at critical locations for redundancy.
To ensure worker safety, the mine will implement a stench gas emergency warning system within the intake ventilation system, allowing immediate alerting of underground personnel in case of a fire or hazardous event. A mine rescue team will be maintained on-site, with emergency response protocols integrated with local emergency providers.
| 16.9.4 | Refuge Chambers |
Mobile refuge stations will be strategically placed within the underground workings to provide a safe haven in the event of an emergency. Each chamber will be equipped to support 12 or more workers for up to 36 hours, including:
| • | Chemical toilets. |
| • | Emergency food and water supplies. |
| • | Backup power, lighting, and communications. |
| • | Oxygen supply via compressed air, oxygen cylinders, and candles. |
The refuge chambers will be in existing cut-outs and will be easily relocatable as mining progresses.
| 16.9.5 | Compressed Air System |
Two air compressors will supply underground compressed air for pneumatic equipment. Initially, both units will service the main production areas, but as mining expands, one unit may be relocated to a secondary underground access for improved distribution.
| Blue Moon Mine | 105 | March 2025 |
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Blue Moon Metals Inc. |
17.0 RECOVERY METHODS
The preliminary economic assessment (PEA) process design is based on treating mineralized material from the Blue Moon deposit through a sequential flotation process to produce a copper concentrate and a zinc concentrate as primary products. A pyrite concentrate can also produce as a secondary product with the remaining material considered tailings, but this is not reflected in the base case. The process design is based on testwork completed by SGS Lakefield which is described in Section 13.0 of this Technical Report.
The primary consideration in developing the process design was to ensure the process could separate a saleable copper concentrate along with a saleable zinc concentrate: the sale of these two products comprises the PEA base case. The plant layout also makes provision for a separate pyrite concentrate that could potentially remove sulphur-bearing mineral from the tailings storage facility, subject to finding a commercial outlet for this material or preferentially using it as a component of paste-fill in the underground mine. Further study is required before inclusion of either option, though, so for the purposes of this PEA, the pyrite has been considered a part of the tailings stream.
The processing facility has been designed to treat 657,000 tonnes per year, or 1,800 tonnes/day. Mineralization will be received from the underground mine at the process site which comprises the following areas:
| • | Crushing Plant. |
| • | Crushed Ore Handling and Storage. |
| • | SAG and Ball Mill Grinding Circuit. |
| • | Flotation Circuits: |
| ○ | Copper Flotation. |
| ○ | Zinc Flotation. |
| ○ | Pyrite Flotation. |
| • | Concentrate Handling by means of thickening, filtration and loading for copper, and zinc concentrates, with the option to handle pyrite concentrate also. |
| • | Tailings Handling by means of thickening, filtration and preparing for paste and dry stack storage. |
| • | Paste Backfill Plant. |
| • | Reagents Handling and Storage. |
| • | Plant Services. |
The overall process flow diagrams are seen in Figure 17.1, Figure 17.2, and Figure 17.3.
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Figure 17.1
Blue Moon Process Flow Diagram – 1 of 3

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Figure 17.2
Blue Moon Process Flow Diagram – 2 of 3

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Figure 17.3
Blue Moon Process Flow Diagram – 3 of 3

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| 17.1 | Process Design Criteria |
| 17.1.1 | Design Basis |
The mineral processing operation shall begin when the haul trucks from the underground mine deliver the ore to the primary crusher station. The ore will be crushed and conveyed to a stockpile where it will be reclaimed and transported to the main mill building. The crushed ore will be sufficiently reduced in size in the grinding circuit to liberate the desired minerals. Downstream, the flotation circuits shall selectively recover the target minerals for each type of concentrate. Dedicated thickeners shall densify each slurry stream and recover the overflow water for re-use in the process, while the thickened slurry will be further dewatered through dedicated filter presses. Concentrates and tailings shall all be handled as filter cakes.
Copper and zinc concentrates shall be collected from the storage stockpile located below the filter presses and loaded onto a hopper and conveyor system which will be used to load the concentrate within a lined rectangular shipping container. Pyrite and tailings filter cake shall be conveyed by means of conveyors to a paste backfill mixer. The mixer shall blend the filtered tailings with additional water and a binder into a paste which will then be pumped to the to the underground mine by means of a piping network.
Table 17.1 provides a summary of the overall process design basis for the Blue Moon mineral processing operation. The facility has been designed to treat 1,800 tonnes per day on average, nominally operating 24 hours per day and 7 days per week. The table also provides an overview of the copper and zinc concentrate recovery performances.
Table 17.1
Process Design Basis
| Criteria | Unit | Value | ||||
| Throughput Design | ||||||
| Annual Throughput | t/year - dry | 657,000 | ||||
| Operating Days per Year | d | 365 | ||||
| Operating Availability – Crushing | h/y | 5,694 | ||||
| Operating Availability – Grinding and Flotation | h/y | 8,059 | ||||
| Operating Availability – Paste Plant | h/y | 4,380 | ||||
| Design Throughput Rate– Crushing | t/h - dry | 115 | ||||
| Design Throughput Rate – Grinding and Flotation | t/h - dry | 81.5 | ||||
| Design Production Rate – Copper Concentrate | t/h - dry | 1.57 | ||||
| Design Production Rate – Zinc Concentrate | t/h - dry | 7.5 | ||||
| Comminution | ||||||
| Crushing Feed Size – 100% Passing | in | 23.2 | ||||
| Crushing Product Size – 80% Passing | in | 5 | ||||
| Grinding Product Size – 80% Passing | µm | 74 | ||||
| Average Specific Gravity | - | 3.30 | ||||
| Ball Mill Circulating Load | % | 300 | ||||
| Bond Ball Mill Work Index – Design | kWh/t | 8.5 | ||||
| Bond Abrasion Index - Design | g | 0.20 | ||||
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| Criteria | Unit | Value | ||||
| Head Grade | ||||||
| Head Grade, Copper – nominal | Cu % | 0.56 | ||||
| Head Grade, Zinc – nominal | Zn % | 5.65 | ||||
| Head Grade, Lead – nominal | Pb % | 0.27 | ||||
| Head Grade, Gold – nominal | Au ppm | 1.33 | ||||
| Head Grade, Silver - nominal | Ag ppm | 44.6 | ||||
| Concentrate Recoveries | ||||||
| Copper Concentrate - Grade | Cu % | 26.5 | ||||
| Copper Concentrate – Copper Recovery | Cu % | 93.1 | ||||
| Copper Concentrate – Zinc Recovery | Zn % | 2.7 | ||||
| Copper Concentrate – Lead Recovery | Pb % | 93.2 | ||||
| Copper Concentrate – Gold Recovery | Au % | 67.90 | ||||
| Copper Concentrate – Silver Recovery | Ag % | 68.60 | ||||
| Zinc Concentrate - Grade | Zn % | 62.3 | ||||
| Zinc Concentrate – Copper Recovery | Cu % | 5.5 | ||||
| Zinc Concentrate – Zinc Recovery | Zn % | 95.30 | ||||
| Zinc Concentrate – Lead Recovery | Pb % | 5.8 | ||||
| Zinc Concentrate – Gold Recovery | Au % | 18.30 | ||||
| Zinc Concentrate – Silver Recovery | Ag % | 25.70 | ||||
The above hourly rates have been adjusted for different areas of the process based on their operating availabilities. The crushing circuit uses a 65% availability, and the main process plant a 92% availability. Filtration circuits have an 80% availability to accommodate the regular cycle times required to operate the equipment. Dry ton throughputs are presented net of these availabilities, thus satisfying the daily throughput requirement.
| 17.1.2 | Process Design Criteria |
Table 17.2 provides a summary of key process design parameters used for the Blue Moon PEA.
Table 17.2
Process Design Criteria
| Criteria | Unit | Value | ||||
| Crushing Plant | ||||||
| Crusher Feed Bin Retention Time Required | h | 1 | ||||
| Crusher Bin Total Live Capacity | t | 115 | ||||
| Maximum Rock Feed Size | inch | 23.2 | ||||
| Maximum Rock Feed Size | mm | 590 | ||||
| Close Size Setting | inch | 2.9 | ||||
| Close Size Setting | mm | 70 | ||||
| Final Product Size - Passing (P80) | inch | 5 | ||||
| Final Product Size - Passing (P80) | mm | 127 | ||||
| Crushed Ore Handling | ||||||
| Stockpile Live Capacity | h | 24 | ||||
| Stockpile Live Capacity | t | 1,800 | ||||
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| Criteria | Unit | Value | ||||||
| Grinding Circuit | ||||||||
| Feed To SAG Mill | t/d | 1,800 | ||||||
| Feed To SAG Mill | t/h | 81.5 | ||||||
| SAG Mill - Feed Size - Passing (P80) | inch | 5 | ||||||
| SAG Mill - Product Size - Passing (P80) | microns | 1,000 | ||||||
| SAG Mill - Proportion Circulating Load | % | 25 | % | |||||
| SAG Mill - Proportion of Pebbles | % | 25 | % | |||||
| SAG Mill - Grinding Mill Solids Density | %w/w | 75 | % | |||||
| SAG Mill - Estimate Average Power Draw | HP | 927 | ||||||
| SAG Mill - Estimate Mill Diameter | ft | 13.8 | ||||||
| SAG Mill - Estimate Mill Length | ft | 6.9 | ||||||
| Ball Mill - Feed Size - Passing (P80) | microns | 1,000 | ||||||
| Ball Mill - Product Size - Passing (P80) | microns | 74 | ||||||
| Ball Mill - Proportion Circulating Load | % | 300 | % | |||||
| Ball Mill - Grinding Mill Solids Density | %w/w | 73 | % | |||||
| Ball Mill - Cyclone Feed Density | %w/w | 50 | % | |||||
| Ball Mill - Cyclone U/F Solids Density | %w/w | 75 | % | |||||
| Ball Mill - Estimate Average Power Draw | HP | 855 | ||||||
| Ball Mill - Estimate Mill Diameter | ft | 11.8 | ||||||
| Ball Mill - Estimate Mill Length | ft | 17.7 | ||||||
| Copper Flotation | ||||||||
| Cu Feed Solids Density | %w/w | 33 | % | |||||
| Cu Rougher Feed Flowrate | t/h | 81.5 | ||||||
| Cu Rougher Flotation Time | mins | 20 | ||||||
| Cu Rougher Volume Requirement | ft3 | 2,467 | ||||||
| Cu Cleaner 1 Flotation Time | mins | 11 | ||||||
| Cu Cleaner 1 Volume Requirement | ft3 | 271 | ||||||
| Cu Cleaner 2 Flotation Time | mins | 9 | ||||||
| Cu Cleaner 2 Volume Requirement | ft3 | 121 | ||||||
| Cu Cleaner 3 Flotation Time | mins | 9 | ||||||
| Cu Cleaner 3 Volume Requirement | ft3 | 68 | ||||||
| Zinc Flotation | ||||||||
| Zn Feed Solids Density | %w/w | 32 | % | |||||
| Zn Rougher Feed Flowrate | t/h | 80.6 | ||||||
| Zn Rougher Flotation Time | mins | 15 | ||||||
| Zn Rougher Volume Requirement | ft3 | 2,050 | ||||||
| Zn Cleaner 1 Flotation Time | mins | 13 | ||||||
| Zn Cleaner 1 Volume Requirement | ft3 | 310 | ||||||
| Zn Cleaner 2 Flotation Time | mins | 10 | ||||||
| Zn Cleaner 2 Volume Requirement | ft3 | 171 | ||||||
| Zn Cleaner 3 Flotation Time | mins | 8 | ||||||
| Zn Cleaner 3 Volume Requirement | ft3 | 100 | ||||||
| Pyrite Flotation | ||||||||
| Feed solids density | %w/w | 32 | % | |||||
| Solids Feed rate | t/h | 81.5 | ||||||
| Pyrite Rougher Flotation Time | mins | 30 | ||||||
| Pyrite Rougher Volume Requirement | ft3 | 3,490 | ||||||
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| Criteria | Unit | Value | ||||
| Concentrate Dewatering | ||||||
| Cu Average Feed Rate | t/d | 38.3 | ||||
| Cu Average Feed Rate | t/h | 1.73 | ||||
| Cu Average Concentrate Weight Recovery | % wt rec. | 2.41 | % | |||
| Cu Thickener U/F Density | %w/w | 65 | % | |||
| Cu Thickener Sizing Criteria | t/m2/h | 0.28 | ||||
| Cu Thickener Minimum Diameter | ft | 10.3 | ||||
| Cu Selected Diameter | ft | 13.1 | ||||
| Cu Filter Sizing Criteria | kg/m2/h | 250 | ||||
| Cu Filter Area Required | ft2 | 95 | ||||
| Cu Filter Product Moisture | %w/w | 8 | % | |||
| Zn Average Feed Rate | t/d | 146 | ||||
| Zn Average Feed Rate | t/h | 6.7 | ||||
| Zn Average Concentrate Weight Recovery | % wt rec. | 7.3 | % | |||
| Zn Thickener Sizing Criteria | t/m2/h | 0.28 | ||||
| Zn Thickener U/F Density | %w/w | 65 | % | |||
| Zn Minimum Diameter | ft | 19.7 | ||||
| Zn Selected Diameter | ft | 19.7 | ||||
| Zn Filter Sizing Criteria | kg/m2/h | 250 | ||||
| Zn Filter Area Required | ft2 | 363 | ||||
| Zn Filter Product Moisture | %w/w | 8 | % | |||
| Pyrite Average Feed Rate | t/d | 397 | ||||
| Pyrite Average Feed Rate | t/h | 18.0 | ||||
| Pyrite Average Concentrate Weight Recovery | % wt rec. | 20.0 | % | |||
| Pyrite Thickener Sizing Criteria | t/m2/h | 0.28 | ||||
| Pyrite Thickener U/F Density | %w/w | 65 | % | |||
| Pyrite Minimum Diameter | ft | 32.8 | ||||
| Pyrite Selected Diameter | ft | 32.8 | ||||
| Pyrite Filter Sizing Criteria | kg/m2/h | 500 | ||||
| Pyrite Filter Area Required | ft2 | 618 | ||||
| Pyrite Filter Product Moisture | %w/w | 15 | % | |||
| Tailings Dewatering | ||||||
| Average Feed Rate | t/d | 1,403 | ||||
| Average Feed Rate | t/h | 63.6 | ||||
| Average Yield | % | 70.7 | % | |||
| Design Yield | %w/w | 90.1 | % | |||
| Thickener Sizing Criteria | t/m2/h | 0.40 | ||||
| Thickener U/F Density | %w/w | 60 | % | |||
| Minimum Diameter | ft | 52.5 | ||||
| Selected Diameter | ft | 52.5 | ||||
| Tailings Filter Sizing Criteria | kg/m2/h | 500 | ||||
| Tailings Filter Area Required | ft2 | 1,754 | ||||
| Tailings Filter Product Moisture | %w/w | 15 | % | |||
| Paste Plant | ||||||
| Operating Regime | h/d | 10.8 | ||||
| Operating Regime | d/w | 7.0 | ||||
| Cement Addition | %w/w | 6 | % | |||
| Paste Solids Content | %w/w | 74 | % | |||
| Paste Solids Content | %v/v | 54 | % | |||
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| 17.2 | Process Description |
| 17.2.1 | Crushing Plant |
Underground mineralized material will be transported from the underground mine portal to the crushing plant by means of haul trucks. The trucks shall tip directly into the ore bin. The ore bin has a capacity of 115 short tons and will be equipped with a 23.2-inch static grizzly to prevent oversized ore from entering the crushing circuit. A rock breaker shall be used to break oversized ore. A vibrating grizzly feeder will feed the material from the bin to the primary crusher, which will allow finer material to bypass the crusher.
The primary crusher will be designed to reduce the run-of-mine feed material to 80% passing 5 inches. The crushed material will combine with the undersize material from the grizzly feeder onto the sacrificial conveyor. The sacrificial conveyor will transport the reduced material to a second conveyor which will feed a stockpile.
The major equipment and systems found within the crushing plant are listed below:
| • | Underground ore receiving bin, 115 short tons capacity. |
| • | Vibrating Feeder, TKF11-42-2V model or equivalent. |
| • | Jaw Crusher, JC106 model or equivalent. |
| • | Crusher discharge conveyor. |
| • | Dust collection system. |
| 17.2.2 | Crushed Ore Handling |
The crushed ore handling circuit includes a covered stockpile, reclaim feeders, a SAG mill feed conveyor and a provision for front-end loader access to the stockpile.
Crushed material from the crushing plant will be transferred by means of a conveyor to the stockpile. The covered stockpile is designed to contain 24 hours of live capacity. The stockpile shall be designed to allow front-end loader access to recover material directly from the stockpile or assist in moving the dead fraction of the stockpile. Two reclaim apron feeders shall be installed below the stockpile which will withdraw the crushed material and deposit it onto a SAG mill feed conveyor. This conveyor shall transport the material to the grinding area and will utilize weightometers installed on the conveyor to control the throughput to the mill. The SAG mill feed conveyor will be equipped with an in-load bin which will allow front-end loaders to load spilled material back onto the conveyor.
The major equipment and systems found within the ore handling area are listed below:
| • | Covered stockpile with 1,980 live short tons ore storage capacity. |
| • | Two crushed ore bin apron feeders. |
| • | SAG mill feed conveyor equipped with in-load bin and weightometers. |
As an interim operating scenario, the stockpile may rely on front-end loaders to reclaim the crushed material and load directly into the in-load bin located on the SAG mill feed conveyor. This method would be utilized in the event that the reclaim feeder system capital is deferred to a later date.
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| 17.2.3 | Grinding Circuit |
The PEA grinding circuit comprises a semi-autogenous grinding (SAG) mill operated in an open circuit configuration along with a ball mill operated in closed-circuit with a hydro-cyclone cluster. The overall grinding circuit will be designed to reduce the incoming ore from an 80% passing particle size of 5 inches (127 mm) to a final product size of 74 µm found in the hydro-cyclone overflow stream.
Crushed material will be transported by the SAG mill feed conveyor and be discharged into the SAG mill feed chute. The SAG mill will be a single pinion grated mill operating in an open circuit. The selected SAG mill will have an inside diameter of 13.8 ft (4.2 m) and an effective grinding length (EGL) of 6.9 ft (2.1 m). The mill feed will be mixed with an inlet water stream to maintain a pulp density of 75% solids. The SAG mill discharge slurry will reach an 80% passing product size of 1,000 µm and be collected into a common hydro-cyclone feed pump box which will also receive the discharge from the ball mill.
The selected ball mill will be a single pinion overflow mill, operating in closed circuit with the hydro-cyclone cluster. The mill has an inside diameter of 11.8 ft (3.6 m) and an EGL of 17.7 ft (5.4 m). The underflow stream from the hydro-cyclones shall discharge into the ball mill and diluted with a water stream to maintain a target pulp density of 73% solids. The ball mill discharge shall pass over a slotted trommel screen to remove any scat material from the mill.
The combined SAG and ball mill discharge will be being pumped to the hydro-cyclone cluster to recover the desired -74 µm grind product. The cyclone underflow slurry shall reach a density of approximately 75% solids while the density of the cyclone overflow slurry will be 33% solids. The cyclone overflow stream will pass through a trash screen to remove any debris or contaminants.
Operators will monitor the grinding mills discharge densities, cyclone stream densities, power draw, cyclone pressure among other parameters to maintain an 80% passing product size of 74 µm.
The major equipment and systems found within the grinding area are listed below:
| • | 13.8 ft diameter x 6.9 ft in effective grinding length SAG mill with 1000 HP motor. |
| • | 11.8 ft diameter x 17.7 ft in effective grinding length ball mill with 1400 HP motor. |
| • | Hydro-cyclone cluster and pumping system. |
| • | Grinding media handling system. |
| 17.2.4 | Copper Flotation |
The Blue Moon operation shall utilize a sequential flotation design and will begin with the recovery of copper from the incoming slurry from the grinding circuit. The zinc and pyrite flotation will follow utilizing the tails from the copper circuit.
The copper flotation circuit will prioritize the recovery of copper mineral from the slurry stream and produce a concentrate that will later be dewatered. Lead will typically also report to the copper concentrate.
The hydro-cyclone overflow slurry from the grinding circuit will pass through the trash screen and feed the conditioning tanks and be mixed with flotation reagents. The resulting slurry will then flow by gravity to the copper rougher flotation bank at a nominal density of 33% solids.
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The PEA design includes conventional forced air tank cells as copper rougher flotation cells. The concentrate collected from the roughers shall feed the copper regrind circuit while the rougher tailings will report to the zinc flotation circuit.
The copper regrind circuit will consist of a hydro-cyclone cluster and a stirred vertical mill operating in open circuit. Slurry from the surge tank will be pumped to the cyclone to densify the feed and target an 80% passing size of 20 µm in the overflow that will feed the copper cleaner flotation circuit. The cyclone underflow will be pumped through the bottom of the operating vertical mill and discharge from the top and routed to the cleaner flotation circuit.
The copper cleaner circuit consist of three sequential stages of cleaner flotation. The flotation concentrates flow from the first stage downstream until it reaches the third stage cleaner, the concentrate from which will report to the copper concentrate thickener. The tailings from the cleaner cells flow counter-currently to the concentrate movement. The tailings from the first stage of cleaning will report to the zinc flotation circuit.
The major equipment and systems found within the copper flotation circuit are listed below:
| • | Five 10 m3 rougher cells. |
| • | Three 4.5 m3 cleaner 1 cells. |
| • | Three 4.5 m3 cleaner 2 cells. |
| • | Three 2.5 m3 cleaner 3 cells. |
| • | Vertical copper regrind mill with 250 HP motor. |
| • | Copper regrind hydro-cyclone cluster. |
| 17.2.5 | Zinc Flotation |
The zinc flotation circuit will prioritize the recovery of zinc mineral from the copper flotation tailings. The zinc concentrate will later be thickened and filter pressed.
The tailings stream from the copper rougher bank and the first copper cleaner bank will feed the zinc flotation conditioning tanks and mixed with appropriate flotation reagents. The discharge from the final conditioner will feed the first zinc rougher flotation cell. The concentrate collected from roughers shall report to the zinc regrind circuit while zinc rougher tailings will feed the pyrite flotation circuit.
The zinc regrind circuit will be similar to the copper regrind circuit and have a target product size of 80% passing size of 20 µm. The reground material will gravitate to the zinc cleaner circuit which consists of three sequential stages of cleaner flotation. The first cleaner stage will be dosed with hydrated lime and collectors to facilitate the selection of the zinc from the slurry. The flotation concentrates flow from the first stage downstream until it reaches the third stage cleaner, the concentrate from which reports to the zinc concentrate thickener. The tailings from the cleaner cells flow counter-currently to the concentrate movement. The tailings from the first stage of cleaning will report to the optional pyrite flotation circuit.
The major equipment and systems found within the zinc flotation circuit are listed below:
| • | Five 10 m3 rougher cells. |
| • | Three 8 m3 cleaner 1 cells. |
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| • | Three 8 m3 cleaner 2 cells. |
| • | Three 8 m3 cleaner 3 cells. |
| • | Vertical zinc regrind mill with 250 HP motor. |
| • | Zinc regrind hydro-cyclone cluster. |
| 17.2.6 | Pyrite Flotation (Optional) |
Following the separation of copper and zinc concentrates the remaining minerals contained within the slurry will contain a significant portion of pyrite material. The optional pyrite circuit has been accommodated in the plant layout but is not included in the PEA base case. It relies on a single rougher bank to collect a pyrite concentrate. No cleaner stage or regrind system has been considered for the pyrite circuit at this time.
The zinc rougher and first cleaner tailings streams will both report to the pyrite conditioning tanks where flotation reagents will be added. The conditioner overflow will feed the pyrite rougher bank at a nominal density of 32% solids and a pH of approximately 7.0.
The pyrite rougher flotation cells are conventional forced air tank cells. The concentrate collected from roughers shall report to the pyrite thickener while the pyrite rougher tailings will report to the final tailings thickener.
The major equipment and systems found within the pyrite flotation circuit are listed below:
| • | Five 10 m3 rougher cells. |
| 17.2.7 | Concentrate Dewatering and Handling |
The concentrate handling circuits consists of thickener, filtration and filter cake handling equipment required to dewater the copper, zinc and pyrite concentrates.
Each concentrate steam reports to a dedicated thickener, where flocculant will be dosed to facilitate the settling of solids in the slurry and to reach an underflow density of approximately 65% solids by weight. The thickener overflows will report to the process water system to be re-used within the process plant. The underflows will each report to a dedicated agitated filter feed tank which will be able to hold 12 hours equivalent of slurry.
The copper and zinc concentrates held within their respective filter feed tanks shall each report to a dedicated tower filter press. The filters will be fed according to the required cycle time and will both produce a filter cake containing about 8% moisture by weight. Each cake will be discharged into a separate concentrate stockpile located below the filter press.
To prepare the concentrate for shipment, a front-end loader will recover the filter cake material from the desired stockpile and load a hopper and horizontal conveyor system. This system will deliver the filtered concentrate to a lined shipping container which will be used to transport the material off site. A dedicated system shall be used for each concentrate to prevent cross contamination of concentrates while loading. Dust collection systems shall also be installed to manage dust levels within the concentrate area.
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Optionally, the pyrite concentrate will be pumped from the filter feed tank to a horizontal plate and frame filter press. The pyrite concentrate will be pressed as per the filter cycle and discharge a filter cake with a moisture content of 15% by weight. This pyrite filter cake will report to a conveyor belt which will convey the material to the back-fill paste mixer.
The major equipment and systems included within the concentrate dewatering circuits are listed below:
| • | 13.1 ft (4 m) diameter high-rate copper concentrate thickener. |
| • | 19.7 ft (6 m) diameter high-rate zinc concentrate thickener. |
| • | 32.8 ft (10 m) diameter high-rate pyrite concentrate thickener (optional). |
| • | Flocculant dosing system. |
| • | Copper concentrate tower filter press and loadout conveyor. |
| • | Zinc concentrate tower filter press and loadout conveyor. |
| • | Pyrite concentrate horizontal plate and frame filter press (optional). |
| • | Ancillary equipment for operation of filter presses. |
| • | Dust collection system. |
| 17.2.8 | Tailings Dewatering and Handling |
Tailings from the flotation circuits will report to a tailings thickener, where flocculant will be added to enable settling of the solids. The thickener overflow will feed the process water system for re-use in the process plant. The underflow will reach a design density of 60% solids by weight and will be pumped to an agitated filter feed tank. The filter feed tank will have a residence time of 12 hours and will feed a horizontal plate and frame filter press. The filter press will produce a filtered tailings cake containing 15% moisture, this cake will discharge onto a reversible conveyor. The conveyor will have the option to either deposit the filtered tailings to a stockpile from which it will be loaded onto trucks for long-term dry stack surface tailings storage or feed the paste plant to be used as backfill for the underground mine.
The major equipment and systems found within the tailings dewatering circuits are listed below:
| • | 52.5 ft (16 m) diameter high-rate tailings thickener. |
| • | Flocculant dosing system. |
| • | Tailings horizontal plate and frame filter press. |
| • | Reversible filter cake conveyor. |
| 17.2.9 | Paste Plant |
The paste backfill that will be used in the underground mine operation will utilize a paste mixture prepared from cement, process water and tailings of the mineral processing plant. The filtered pyrite and tailings material will both report to a paste mixer which will combine the filter cakes with a cement binder and adjustment water to reach a desired paste density. This paste will be pumped through the underground distribution network until it reaches the stopes to be filled.
Optionally, the filtered pyrite material will be used in priority to reduce the amount of sulphur-bearing material stored in the surface dry stack tailings area.
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The major equipment and systems included within the tailings dewatering circuits are listed below:
| • | Paste mixer unit. |
| • | Piston paste pumps. |
| • | Cement binder addition system. |
| • | Emergency flushing pump. |
| 17.2.10 | Reagents Handling and Storage |
The Blue Moon mineral processing operation will utilize the following reagents:
| • | Sodium Isopropyl Xanthate (SIPX). |
| • | Potassium Amyl Xanthate (PAX). |
| • | Minerec M2030. |
| • | Oroform D8. |
| • | Zinc Sulphate. |
| • | Copper Sulphate. |
| • | Sodium Cyanide. |
| • | Sulphur Dioxide/Sodium Metabisulphite (SMBS). |
| • | MIBC. |
| • | Lime. |
| • | Sulphuric Acid. |
| • | Flocculant. |
| 17.2.11 | Plant Services |
Compressed air will supply the necessary air for the operation of filter presses, actuation of instruments and maintenance tools. Low pressure blowers will be used to supply air to the flotation cells.
Process water will be recycled from the collection of overflows from the thickeners. Dedicated process water tanks will be used to separate the different water qualities and will be re-used in specific areas. The lower pH copper sulphate solution will be re-used in the copper flotation circuit, the higher pH zinc solution will be used in the zinc flotation circuit and the tailings and pyrite solution will report to a common water tank given the solution is near a neutral pH.
Raw water will be used to feed the potable water system, gland water service and reagent preparation. At times raw water make-up water will be required to replenish the process water circuit as the recirculation of process waters will accumulate reagents over time.
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18.0 PROJECT INFRASTRUCTURE
The infrastructure of this Project is designed to support the operation of 1,800 tonne/day processing plant and production of the underground operation. The mine and processing plant will operate 24 h/day, 7 days/week. The proposed general arrangement for the mine site is presented in Figure 18.1.
Figure 18.1
Blue Moon General Arrangement

| 18.1 | Roads |
| 18.1.1 | Access Road |
Access to the Blue Moon Project is via Exchequer Rd, a 3.4 mile gravel road which connects to California County Route J16 to the south.
J16, also known as Hornitos and Bear Valley Roads, is a paved secondary highway serving the communities of Hornitos and Bear Valley.
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| 18.1.2 | Haul Roads |
Mine haul roads will be developed to facilitate the transport of personnel, equipment, and materials, as well as to convey mined resources to and from the following areas:
| • | Mine portal. |
| • | Crushing plant. |
| • | Truck shop / Truck wash station. |
| • | Fuel station. |
| • | Processing plant. |
| 18.1.3 | Service Roads |
Service roads will be developed to facilitate personnel, equipment and materials transport on site to and from the following areas:
| • | Gate house. |
| • | Administration building. |
| • | Mine dry. |
| • | Main substation. |
| • | Processing plant. |
| • | Stockpile. |
| • | Explosives magazine. |
| • | Truck shop. |
| • | Mine portal. |
| 18.2 | Utilities |
| 18.2.1 | Power Supply |
Electric power will be supplied from the New Exchequer Powerhouse, which is located on Lake McClure, approximately 1.5 miles north of the Project. Provision is made in the capital cost estimate for a transmission line that will connect the New Exchequer Dam utilities to an on-site substation.
The total power demand of the mine, concentrator and recovery plant is estimated to be approximately 9 MW and requires as substation capacity of approximately 15 MVA.
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| 18.2.2 | Water Systems |
| 18.2.2.1 | Process Water |
Process water will be reclaimed from the water management pond and pumped back to the plant. As described in Section 17.0, there will be multiple process water systems within the plant to minimise inter circuit reagent contamination.
Mine water will be recycled and used underground for drilling, dust suppression, and maintenance needs. All mine water will report to a main sump underground.
| 18.2.2.2 | Fresh Water |
Run-off will be directed by cut-off ditches to a Fresh Water storage pond. The pond will be maintained at a certain level to provide fire water. Should run-off be insufficient and the pond level decrease, pumps will supply water from groundwater wells, subject to hydrogeological studies to confirm capacity.
| 18.2.2.3 | Potable Water |
A modular potable water packaged plant will be used to provide potable water for the operation.
| 18.3 | Fuel Facilities |
A diesel storage tank will be in a fuel station on surface. As the mine continues to develop, underground diesel storage tanks will be installed in the underground shop and other locations in the mine as needed.
All fuel storage tanks will be in non permeable containment berms satisfying the biggest of the following conditions: 110% of the capacity of the biggest storage tank, or 100% of the biggest tank and 10% of the capacity of all the other tanks within the same containment area.
| 18.4 | Buildings |
The following new constructions will be required to support the operations:
| • | Four bay maintenance facility sized to accommodate 50-ton underground trucks |
| • | Administration building accommodating site management, meeting rooms, technical services, administration, medical treatment and training space. |
| • | Process Plant incorporating a paste plant and processing laboratory |
| • | Mine dry |
| • | Compressed air container |
| • | Gatehouse |
| • | Fuel station |
Surface facilities will be expanded as the development of the Project ramps up.
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| 18.5 | Tailings Management Facility |
Tailings from the flotation plant will be thickened using a conventional underflow system and then be further dewatered using a filter press to produce a “dry” cake comprising approximately 90% solids by weight. The daily production of tailings will be approximately 1,800 tonnes, dry mass. In due course, a proportion of the filter cake tailings will be combined with a suitable binder and water to form a paste for backfilling completed underground workings.
The Tailings Management Facility (TMF), comprising a dry stack, water pond and access routes, will be located on 40 acres of land adjacent to the mine. Within this area, the dry stack area will occupy 31 acres, with the remaining land accommodating the pond and access road. The stack and pond will be located in a shallow valley on the eastern side of the Bullion Hill ridge, as indicated in Figure 18.2.
Figure 18.2
TMF General Arrangement

Land preparation will entail removal of vegetation, stripping of topsoil and levelling of any localised steep topography. Four low embankments will be required to infill low areas to produce a regular perimeter of the TMF, plus a fifth embankment to impound the pond.
The assumed containment system is compliant with the requirements of California Code Regulations Title 27, div. 2, 1, ch. 7, subch. 1, art. 1. For the PEA, the tailings are assumed to be group A mining wastes (i.e., containing hazardous substances which pose a significant risk to water quality). Depending on the final choice of reagents and water treatment facilities, a lower classification may be possible. However, reducing the classification to group B mining waste would not make a significant difference in the technical requirements for environmental protection measures.
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The location of the TMF complies with the regulations, being remote from Holocene faults and area of rapid geological change. The location on the side a ridge is not prone to flooding risk. A composite basal sealing system will be installed, comprising a compacted clay liner, 2 ft thick, and a geomembrane of 80 Mil HDPE.
The lowest level on the stack perimeter is 50 m (164 ft) lower than the start of the access road at the mine site, with the access road designed for a maximum grade of 10%. The perimeter of the stack will be delineated by a levelled track, 25 ft wide, which will accommodate a drainage channel, anchor trench for the containment system and safety bunds, plus providing access for construction plant and tailings delivery.
Tailings will be delivered to the TMF by dump trucks and will be placed in a coordinated plan to maintain stability and controlled drainage patterns. Filling will commence in the lowest level of the TMF. Tailings will be paddock tipped and then be spread by bulldozer and compacted by a self-propelled roller to form a nominally level platform of tailings. The smooth surface and a slight fall will direct rainfall runoff to the pond, rather than infiltrating.
The tailings will be placed in a stack with maximum slope grade of 20% to ensure stability. The completed stack will reach an elevation of 383 m, which is below the height of the ridge, thereby limiting visual impact. The pond could be retained after closure.
The proposed TMF layout is shown in Figure 18.3.
Figure 18.3
TMF Layout

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| 18.6 | Sewage Treatment |
A modular sewage treatment packaged plant will be used to treat effluent.
| 18.7 | Fire Protection |
A fire protection system will need to be installed. Firewater pumps are provided in the capital estimate for this study.
| 18.8 | Ventilation |
Ventilation of the mine will be facilitated by two 400 hp, 280,000 CFM fans to push clean air into the mine.
The ultimate sizing of the primary and secondary fans will be based upon the maximum number of diesel equipment and persons that will be working in the mine at once.
The ventilation arrangement will be designed so as to avoid drawing cold air into the portal, and to assist the naturally buoyant warm air to rise by convection through the ventilation decline.
| 18.9 | Waste Rock Storage |
It is estimated that 939,000 t of waste rock will be produced over the LOM, depending on any deviations from the current development plan. It is envisaged that some of the rock will be crushed and sold as aggregate, estimated at 45,000 t/yr. This would result in up to 400,000 t of waste rock needing to be stored on or near the site over LOM, less any additional material stockpiled off-site for continued aggregate production following mine closure. It may also be possible to identify nearby locations with a requirement for infilling, which would provide a beneficial use.
The potential for acid rock drainage (ARD) will need to be evaluated by laboratory testing. Waste rock dumps will be managed to minimise the potential for ARD, such as zoning of waste dumps, reducing infiltration, and ensuring rapid drainage.
In addition to the waste rock produced by the mine, smaller quantities of cut and fill will be produced and used by the development of the TMF. Stripping of topsoil prior to construction may produce up to 30,000 t, which will need to be temporarily stored prior to its use in restoration. Excavations of near-surface soils and weathered rock would produce up to 20,000 t of material, which could be used in landscaping the TMF.
There will be a requirement for up to 110,000 t of structural fill, primarily to build the TMF embankments. If the timing of mine excavation is suitable, these earthworks could utilise waste rock from the mine. The establishment of a crusher would enhance the opportunities for beneficial use, adding other possibilities such as road stone production.
| 18.10 | Explosives Storage |
Temporary storage magazines will be installed on surface until underground magazines are constructed. The surface and underground magazines will meet all regulatory requirements.
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Once underground magazines are established, explosives will be ordered from the supplier on an as-needed basis.
| 18.11 | Mine Dewatering and Sedimentation Ponds |
Submersible trash pumps situated within each of the sumps will be activated by float switches so as to run only when needed. The size and specifications of the pumps will be determined based on ground water inflow prior to and during operations.
Excess mine water that is not kept within a storage tank nor re-used for mining will report to a sedimentation (settling) pond outside of the mine via an HDPE pipe that will exit at or near to the portal.
The sedimentation pond will be designed to allow for the required retention time so that suspended solids are given adequate time to settle out, so that any water discharged from site will meet applicable environmental regulations. A dosing station may be needed at the sedimentation pond to permit treatment of the water before it exits the pond or is pumped to the process plant.
| 18.12 | Water Usage |
The annual water balance for the processing operation is presented in Table 18.1. This shows the total quantity of water (in US gallons per year) that is used or retained at key stages in the process. The calculation represents stable conditions during the main phase of operations. There will be some transient differences during start-up and shut-down, which will be managed within the overall averages.
Table 18.1
Annual Water Balance
| Parameter | Water in Process Stages (gal/y) | Losses from Process Stages (gal/y) | Gains into Water Circuit (gal/y) | Water Availability (gal/y) | ||||||||||||
| Required for Process | 410,052,826 | - | - | - | ||||||||||||
| Grinding, Gland etc. | - | -14,237,945 | - | - | ||||||||||||
| Input to Flotation | 406,798,438 | - | - | - | ||||||||||||
| Water Lost in Concentrate | - | -1,516,019 | - | - | ||||||||||||
| Water in Raw Tailings | 405,282,419 | - | - | - | ||||||||||||
| Water Removed by Primary Thickener | - | -300,677,106 | 300,677,106 | - | ||||||||||||
| Water in Thickened Tailings | 104,605,313 | - | - | - | ||||||||||||
| Filtrate from Filter Thickener | - | -76,915,671 | 76,915,671 | - | ||||||||||||
| Water Lost in Cake Sent to TMF | - | -14,721,404 | - | - | ||||||||||||
| Water in Tailings Used for Paste | - | -12,968,238 | - | - | ||||||||||||
| Water in Circuit | 0 | - | - | |||||||||||||
| Additional Water for Paste | - | - | -14,142,389 | - | ||||||||||||
| Rainfall and Runoff | - | - | 20,737,756 | - | ||||||||||||
| Miscellaneous Losses | - | - | -1,703,381 | - | ||||||||||||
| Recovered Water | - | - | - | 382,484,763 | ||||||||||||
| Make up | - | - | 27,568,063 | - | ||||||||||||
| Available for Process | - | - | - | 410,052,826 | ||||||||||||
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The average requirement for make-up water will be 75,529 gallons per day. To the extent possible, this will likely be obtained from wells sunk in the area of the mine. However, additional hydrogeological studies will be required to confirm the adequacy of borehole supply capacity.
At steady state, water circulation within the operation is predicted to be slightly higher than 1.1 million gallons per day (gpd). More than 95% of the water will be used directly in the flotation process. Minor uses will include reagent mixing, crushing, gland water, general wash-down, etc. Most of the losses from the process stages will be due to water entrained within the tailings – as paste for underground backfill or filter cake in the TMF.
Water recovery will be achieved by two stages of dewatering, in the primary thickener and filter. Approximately 1 million gpd of water will be recovered from the tailings thickeners and will be reused in the process after adjustment of the reagent composition. Smaller quantities of water will be contained in the final concentrate and lost as evaporation from the pond. This will be offset by minor water gains from precipitation onto the TMF, which will be collected into the pond. A proportion of the mine inflow, estimated as 15,000 gpd, will also contribute to the water balance.
It is assumed that the recovered water will be used directly in the process, after filtration for solids removal (at the pump inlet) and recharging with reagents. Further treatment, to remove residual reagents, is not anticipated at this stage.
| 18.13 | Water Storage |
The Project is anticipated to be a net consumer of water, and is, therefore, designed to operate as a zero-discharge facility.
The main water storage on site will be the pond associated with the TMF, which will have a design capacity of 10 million gallons for storage of process water and a back-up for short-term deficit. The containment system of the pond will be similar to the TMF, i.e., a composite liner of compacted clay covered by a geomembrane. To the extent practicable, tanks at the process site may also be used to capture thickener overflow for re-use, minimizing the pumping requirements for process water supply.
Under normal conditions the use of make-up water will allow the pond level to remain fairly constant, with small fluctuations caused by the minor gains and losses. On an operational basis, the full capacity would provide sufficient process water for at least 10 days of operations, allowing for a zone of dead storage and turbulence as levels drop. The pond management regime would allow for the water level to increase towards the maximum by the start of the dry season.
The pond will provide emergency storage for runoff from the TMF, especially in the wet season. The pond management regime would allow for the water level to decrease before the wet season starts. The design capacity is 50% higher than the runoff that would results from an expected “worst-case” rainfall event. The design regulations require a minimum storage for a 24-hour storm. This is accommodated. A recent rainfall event in the area was reported to produce 8 inches of rain over 5 days. A similar event on site would produce up to 6 million gallons of runoff, which could be accommodated by the pond if the level was kept sufficiently low.
The pond could also provide storage for stormwater runoff from the mine site, which could be piped along the access road to the TMF.
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The design freeboard of the pond is 3 ft. The freeboard would be lined and would provide an emergency storage capacity of up to 4 million gallons. Thus, the runoff from a “worst-case” rainfall event could be accommodated if the pond level was 5ft below the design level.
| 18.14 | Waste Management |
In addition to mining wastes (tailings, waste rock, etc.), the mine will produce a range of waste materials during construction and operations. These will largely be commercial and industrial solid wastes such as packaging from reagents and other materials, replaced parts from equipment, off-cuts and off-spec materials, rags and spoiled PPE and office wastes. There will also be domestic wastes from canteen services. Reduction and reuse of wastes will be practiced where practicable.
Additionally, contracts will be established with licenced waste management operators for the removal of wastes, including any hazardous wastes, to appropriate facilities. Recycling and recovery will be implemented where possible, with disposal of residues to suitable landfill or other facilities as necessary.
The mine will establish a waste collection area, with containers for the temporary storage of wastes, pending collection. Containers will be weather-proof and will also deter vermin. They may be located in a fenced compound, if necessary. Waste will be segregated in coordination with the waste management contractors, with separate storage for, as example, metals, plastics, wood, card and paper, IEEE, rags. Containers will be labelled, and potentially contaminated and hazardous materials will be identified with warning signs. Wood waste will be reused, where possible. Uncontaminated construction wastes, such as surplus or demolished concrete or aggregates may be used as temporary pavements in the TMF, especially during wet weather.
It is envisaged that liquid wastes, such as waste oils and hydraulic fluid, will be taken off site and appropriately managed by the vehicle maintenance contractors. Storage tanks or drums would be located in the waste accumulation area for any ad-hoc liquid wastes that arise.
The mining process per se will not generate liquid wastes, as the solutions will be recycled and reused.
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19.0 MARKET STUDIES AND CONTRACTS
| 19.1 | Contracts |
There are no material contracts in place concerning the Blue Moon Property.
For the purposes of this PEA, Micon has used its own resources to determine a reasonable estimate of concentrate off-take terms. Details of those terms are given in Section 22 of the report.
| 19.2 | Market Studies |
All the payable commodities considered in this PEA (zinc, copper, lead, gold and silver) are openly traded with price transparency. Micon has utilized its records of historical prices as well as current market trends and published institutional consensus price forecasts in setting the base-case, spot and consensus prices used in its economic analysis.
| 19.2.1 | Zinc |
Over the past ten years, the 12-month trailing average price for zinc has largely remained in the range of US$1.00 to US$1.50 per pound. Micon’s QP has used a mid-range figure of US$1.25/lb for the base case in this PEA (Figure 19.1).
Figure 19.1
Zinc Market Price 2015-2025

| 19.2.2 | Copper |
Copper is seen to have risen markedly in recent years and may be expected to continue to show strong price growth in the future due to supply constraints and strong demand. Micon’s QP has selected a price of US$4.20/lb for the base case in this PEA, approximating the 12-month trailing average to February 2025 (Figure 19.2).
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Figure 19.2
Copper Market Price 2015-2025

| 19.2.3 | Lead |
Lead has not been attributed any value for the purpose of this PEA. Nevertheless, it remains a component of the mineral resource and, subject to further metallurgical testwork, may become a payable metal in a future study. Lead has shown little change in price over the past 10 years, as shown in Figure 19.3.
Figure 19.3
Lead Market Price 2015-2025

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| 19.2.4 | Gold |
The gold price has climbed steadily over the past 18 months and averaged over US$2,890/oz in February, 2025. Micon’s QP has used a conservative value of US$2,200/oz for the PEA base case (Figure 19.4).
Figure 19.4
Gold Market Price 2015-2025

| 19.2.5 | Silver |
The silver price has also climbed steadily over the past 18 months and averaged over US$32.18/oz in February, 2025. Micon’s QP has used a conservative value of US$27/oz for the PEA base case (Figure 19.5).
Figure 19.5
Silver Market Price 2015-2025

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| 19.2.6 | Aggregate |
Compass Land Group conducted an analysis of the potential for sales of aggregate using waste rock from the Blue Moon Property (Main, 2024). The Compass report indicates the existence of an opportunity to supply 35,000 to 50,000 tons per year of aggregates to the local market. In its PEA, Micon has assumed that 50,000 tons per year can be supplied at a break-even price.
| 19.2.7 | Pyrite |
Metallurgical testwork has demonstrated the potential for recovery of a pyrite concentrate from the Blue Moon tailings stream. Future studies could investigate whether a market exists for purchase of that concentrate, possibly as a source of sulphur for other industrial processes. The PEA has been prepared assuming no pyrite concentrate is recovered.
| 19.2.8 | Barite |
The occurrence of barite (BaSO4) associated with metalliferous mineralization at Blue Moon has been documented. In the event that future metallurgical testwork shows barite to be recoverable, a possible market exists for barite as a component of drilling ‘mud’ used in the oil and gas industry, and the potential for sales into that market should be investigated. No barite revenue is included in the PEA.
| 19.2.9 | Gypsum |
The occurrence of gypsum (CaSO4·2H2O) associated with metalliferous mineralization at Blue Moon has also been documented. Gypsum is used in a variety of industrial applications including drywall and cement manufacture. Should future metallurgical testwork show gypsum to be recoverable from the process plant feed, the potential for gypsum sales should be investigated.
| 19.2.10 | Gallium, Germanium and Indium |
Gallium (Ga), germanium (Ge) and indium (In) are recognised as frequently occurring in trace amounts within sphalerite deposits. Further studies should therefore aim to quantify the amounts of each that might potentially be recovered into zinc concentrates at the Property, and investigate the payability of each of these metals in those concentrates.
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20.0 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL OR COMMUNITY IMPACT
This section of the report summarizes the current status of permitting and environmental studies for the Blue Moon Project. It provides an overview of the environmental and social context and identifies preliminary risks and impacts, together with conceptual strategies for management and closure planning. Information is based on secondary data, including historical baseline studies, and feedback from a site visit conducted by Micon QPs in November, 2024.
| 20.1 | Regulatory Framework and Project Permitting |
The Project is subject to the Federal laws of the USA, California State laws, and local requirements of Mariposa County. Development activities on the Property are subject to various federal, state, and local laws and regulations. The environmental effects of proposed development activities will be evaluated by the BLM and the Mariposa County Planning Department in accordance with the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA). There are various federal and state environmental laws and regulations that will also apply to proposed development activities on the Property.
| 20.1.1 | Summary of Key Mining and Environmental Legislation |
The legal framework surrounding mining activities in California is comprehensive and environmental standards are high. The associated environmental permitting process can therefore be extensive and time-consuming.
The following list summarizes the key legislation that may be applicable to the Project. A more comprehensive list will be prepared as the Project advances to the next stage.
| • | Federal Mining Law of 1872 – This law governs mining activities, including processing, on unpatented mining claims located on public lands. |
| • | Federal Law Policy and Management Act (FLPMA) – This law governs the Bureau of Land Management’s administration of federal public lands consistent with the “multiple use” mandate. |
| • | Bureau of Land Management (BLM) Surface Management Regulations – These regulations guide BLM’s review of proposed mining activities for consistency with FLPMA and other applicable laws. The regulations also prescribe technical and operating standards for mining activities. |
| • | National Environmental Policy Act (NEPA) of 1970 – This Act governs the environmental review of “federal actions” such as authorizations to undertake development activities (including mining) on public lands. |
| • | California Environmental Quality Act (CEQA) of 1970– This Act governs the environmental review of proposed development activities in California (including mining). |
| • | California Surface Mining and Reclamation Act (SMARA) of 1975 – This Act prescribes standards for surface mining activities and attendant reclamation to minimize environmental impacts and provide for the land to be returned to a suitable condition after reclamation. |
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| • | California Sustainable Groundwater Management Act (SGMA) of 2014 – This Act promotes the sustainable use of groundwater resources and aims to avoid their depletion. |
| • | California Code of Regulations (CCR) – This represents the official compilation and publication of all regulations adopted, amended or repealed by the various state agencies. It includes provision for infrastructure requirements relevant to mining activities, such as tailings impoundments. |
Additional relevant legislation may include, but is not limited to: the Clean Air Act, Clean Water Act, Endangered Species Act, and Safe Drinking Water Act and equivalent or similar state regulatory programs.
| 20.1.2 | Environmental Permitting Process |
Prior to construction and operation of mining projects in California, an environmental review process is required under CEQA. NEPA review is also required for federal actions. The environmental review can be documented in separate reports or a combined report that covers both Federal and State requirements. CEQA documents include Mitigated Negative Declarations (MND) and Environmental Impact Reports (EIR). NEPA documents include Environmental Assessments (EA) and Environmental Impact Statements (EIS).
An overview of the environmental review processes is as follows:
| • | Applications for development activities are filed with the BLM and the Mariposa County Planning Department (County). |
| • | Those agencies evaluate the applications for “completeness” in accordance with applicable regulations. |
| • | The agencies conduct scoping processes to evaluate the level of environmental review required under NEPA and CEQA. |
| • | For projects with activities on both public and private lands that are not exempt from environmental review pursuant to the provisions of NEPA or CEQA, the agencies can either prepare a combined environmental document to satisfy NEPA and CEQA, or BLM can prepare its own NEPA document and the County can prepare its own CEQA document. |
| • | Drafts of the environmental document(s) will be released for public review and comment. There are typically informational meetings as well where members of the public can ask the agencies questions about the proposed development activities. |
| • | The agencies will provide written responses to any public comments received prior to taking action on the permit applications. |
| • | As part of its environmental review of proposed activities, BLM and the County may need to consult with federal and state regulatory agencies in regard to impacts to certain categories of resources, such as biological resources or cultural resources. |
| • | Depending on the level of project impacts, additional permits or authorizations may be required from federal or state regulatory agencies, as discussed below. |
Various other regulatory permits and supplementary authorizations may also be necessary. These may include: rights of way for water pipelines and power lines, and permits for building, road construction and maintenance, hazardous materials, fuel storage, explosives, operation of mobile equipment, air emissions, groundwater abstraction, and sewage. The onsite handling of waters would be regulated by the Central Valley Regional Water Quality Control Board.
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| 20.1.3 | Project Permitting Status |
Blue Moon Metals Inc. (BMM), holds the mineral rights to the Blue Moon VMS deposit through its wholly owned subsidiary, Keystone Mines Inc. The mineral rights cover a total land area of approximately 494 acres and comprise three distinct land tenure components:
| 1. | Two patented mining claims (American Eagle, and Blue Bell and Bonanza) owned 100% by Keystone Mines Inc. covering approximately 43 acres. |
| 2. | Eight Unpatented mining claims (Federal Lode Claims) (Red Cloud 1-8) owned 100% by Keystone Mines Inc. on land administered by the Bureau of Land Management (BLM) covering approximately 120 acres. |
| 3. | 100% interest in the mineral rights from two Spanish Land Grants of the James Gann Jr. Trust of 1991, owned by Keystone Mines Inc. in conjunction with a 40-acre surface rights lease agreement (the location of which is flexible), pursuant to an option purchase agreement completed in 2001 (known as the Gann Land, covering approximately 331 acres). |
The various mineral rights have been independently checked by a legal team on behalf of BMM and Keystone Mines Inc. All claims are understood to be in good standing. It is noted that the next payment is due to BLM by 1 September 2025 to maintain the active status of the unpatented mining claims.
The Project area is shown in Figure 20.1 and the mineral rights are further detailed Table 20.1 (over).
Keystone Mines Inc. has obtained approval for drilling activities associated with the Blue Moon Exploration Project via a Notice of Intent (NOI) from the Bureau of Land Management.
The PEA envisages surface infrastructure for the proposed Blue Moon Project will be predominantly located on the Patented Mining Claims. The Tailings Management Facility (TMF) and water storage pond will be located on a 40-acre area to the southeast, within the surface rights agreement of the privately owned Gann land.
The environmental permitting process for the Project is yet to commence. The specific requirements will be reviewed and confirmed with Mariposa County as the Project advances.
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Figure 20.1
Mining Claim Boundaries

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Table
20.1
Summary of Mineral Rights associated with the Blue
Moon Project
| # | Claim Type | Status | Claim Reference # |
Claim Name |
Claim Size (Acres) |
Parcel Number (APN) |
Claim Owner |
Notes |
| Patented Claims | ||||||||
| 1 | Patented Mineral Claim | Active | MS 5719 | American Eagle | 20.67 | 007-120-005-0 | Keystone Mines Inc. | Patent No. 973403 dated January 28, 1926, covering Mineral Survey No. 5719, for the American Eagle lode mining claim, covering portions of Section 30, Township 4 South, Range16 East, MDM. |
| 2 | Patented Mineral Claim |
Active | M5718 | Blue Bell and Bonanza | 22.40 | 007-120-002-0 | Keystone Mines Inc. | Patent No. 959494, dated May 18, 1925, covering Mineral Survey No. 5718, for the Blue Bell and Bonanza lode mining claims, covering portions of Section 30, Township 4 South, Range16 East, MDM. |
| BLM Land | ||||||||
| 3 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101349794 | Red Cloud #1 | 20.32 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 4 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101303528 | Red Cloud #2 | 20.66 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 5 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101300462 | Red Cloud #3 | 6.89 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
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| # | Claim Type | Status | Claim Reference # |
Claim Name |
Claim Size (Acres) |
Parcel Number (APN) |
Claim Owner |
Notes |
| 6 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101301850 | Red Cloud #4 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 7 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101452189 | Red Cloud #5 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 8 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101379487 | Red Cloud #6 | 20.66 | 007-120-003-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 9 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101347731 | Red Cloud #7 | 3.16 | 007-120-004-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| 10 | Unpatented Mining Claim (Federal Lode Claim) | Active | CA101378594 | Red Cloud #8 | 6.89 | 007-100-010-0 | Keystone Mines Inc. | Land administered by Bureau of Land Management (Federal Land) |
| GANN Land | ||||||||
| 11 | Private Lands | Active | Letter dated
September 1, 2001 |
Spanish Land Grant (J.GANN) | 331.28 | 007-120-007-0 | Keystone Mines Inc. | Includes 40 acres surface rights, flexible location within total 331.3 acre area |
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| 20.1.4 | Good International Industry Practice |
In addition to compliance with all applicable Federal, State and County legal requirements, Blue Moon intends to develop the Project in general alignment with good international industry practice (GIIP). Such an approach will demonstrate Blue Moon’s responsible business ethics and commitment to environment, social and governance (ESG) principles, and may also help facilitate any potential financial lender requirements in the future.
Examples of relevant and widely accepted international guidelines, which represent GIIP, are as follows:
| • | International Finance Corporation Environmental and Social Performance Standards (IFC PS) – these are part of the IFC’s Sustainability Framework. The IFC PS provide a baseline of environmental and social good practice and form an important assessment reference. |
| • | Equator Principles (EP) – these form a risk management framework, adopted by international financial institutions for determining, assessing and managing environmental and social risk in projects. The EP framework is based on the IFC PS and on the World Bank Group (WBG) Environmental, Health and Safety (EHS) Guidelines on environmental and social sustainability. |
| • | World Bank Environmental, Health and Safety Guidelines (WB EHS) – these provide a source of technical information during project appraisal. They are widely accepted as technical reference documents presenting general and industry specific examples of GIIP. For the mining industry, sector specific guidelines for open-pit mining are also relevant. |
| • | International Council on Mining and Metals (ICMM) Mining Principles – these have been developed in response to evolving societal expectations of the mining industry, and include a comprehensive set of Performance Expectations, Position Statements, and Good Practice Guides, including widely recognized guidelines for integrated mine closure. |
| • | Global Industry Standard for Tailings Management (GISTM) – the Standard was developed by an independent review process in response to a number of tailings dam failures. It was initiated by the International Council on Mining and Metals (ICMM), United Nations Environment Program (UNEP) and Principles for Responsible Investment (PRI) and provides a global benchmark to achieve strong social, environmental and technical outcomes in tailings management. |
| • | The International Cyanide Management Code for the Manufacture, Transport and Use of Cyanide in the Production of Gold (Cyanide Code, ICMC) – the Cyanide Code is a voluntary, performance driven, certification program of best practices for gold and silver mining companies, and the companies producing and transporting cyanide used in gold and silver mining. |
| 20.2 | Status of Environmental and Social Studies |
The most recent technical report (November 2023) for the Blue Moon Project did not include an environmental and social component. No environmental or social studies have yet been undertaken for the current Project, and are not yet required.
Technical studies were undertaken in the 1980s under previous management of the Property, as part of the permitting process for planned development of a vertical underground shaft and associated mining/processing infrastructure, which did not progress. These studies provide an indication of baseline conditions in the Project area at the time, and can be used to inform the approach to future studies. The relevant environmental and social studies are listed in Table 20.2.
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Table 20.2
Summary of Historic Environmental and Social Baseline Studies
| Report Name | Author | Date |
| Terrestrial Wildlife Resource Report for the Blue Moon Project | Cedar Creek Associates Inc. | 1988 |
| Cultural Resource Study | Napton & Greathouse | 1988 |
| Seismicity Study Blue Moon Project | Knight Piésold | 1988 |
| Hydrogeological Investigations and groundwater Modelling | Knight Piésold | 1988 |
| Blue Moon - Hydrogeological Investigations and Groundwater Modelling | Knight Piésold | 1989 |
| Water Resources Technical Report for the Blue Moon Project Underground Exploration Program | Riverside Technology Inc. | 1989 |
| Mine Waste Classification, Blue Moon Property | Philips & Plumley | 1989 |
| Mariposa Community Profile Project | D&S Whitcombe | 1991 |
As the Project design advances updated technical and environmental studies will be necessary.
The previous baseline studies did not identify any significant barriers to Project development, however, it is important to note that they were undertaken on a different project design.
| 20.3 | Environmental and Social Context |
The Blue Moon Project is located in Mariposa County, east central California, USA.
| 20.3.1 | Overview |
The Project is situated within the lower western foothills of the Sierra Nevada mountain range. There are several well-known conservation areas along the foothills, including Yosemite National Park, Stanislaus National Forest, and Sierra National Forest. The Project is situated within the Merced River watershed, with the Merced River Recreation Management Area/Wilderness Study area located approximately 15 miles east of the Project, and the river itself flowing 1 mile west of the Project site. Lake McClure, formed by the New Exchequer Dam and part of the Merced watershed, is immediately north of the Project boundary and provides water for irrigation, hydropower and recreational use (Figure 20.2, over).
The Project site is dominated by a rhyolite ridgeline with elevations ranging between 1,420 ft and 1,180 ft above mean sea level. The landscape consists of open rolling hills with dry grassland and sparse tree cover. The climate is Mediterranean (temperate), with hot summers, cool winters, and an average annual rainfall of 20 inches. Temperatures range from around 48°F to 82°F and most precipitation occurs between November and May, with the exception of summer thunderstorms (CCA Inc., 1988). It is on the western edge of the Sierra Foothills Fault System, which is a system of relatively low seismicity for the region. Exploration and mining operations can be conducted year-round.
An indication of current site conditions is provided in Figure 20.3 (see page 142).
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Figure 20.2
Environmental and Social Context of Project Site

| 20.3.2 | Water Resources |
The Project site lies within the watershed of the Merced River, which originates in the Sierra Nevada to the east and flows through Yosemite National Park and past the Project site into the San Joaquin River valley in the west. Site drainage is intermittent and seasonal, flowing towards Hornitos Creek (a tributary of Merced River) south and east of the ridgeline, and towards Lake McClure and Lake McSwain in the north and west (Riverside Technology Inc., 1989). Small natural springs have been identified on site. High concentrations of metals are anticipated in the water due to the geology and legacy of mining activity. No recent water quality sampling has been undertaken.
| 20.3.3 | Biodiversity |
Baseline studies undertaken in 1988 stated that there was no aquatic habitat or wetlands in the immediate footprint of the Project, but the close proximity of Lake McClure and the Merced River was noted. Terrestrial habitat comprises Oak Woodland, Annual Grassland, Digger Pine Woodland, and limited Bucktrush Chaparral (scrubland), with old mine workings also potentially providing cave-like conditions. The area provides feeding grounds and potential habitat for a variety of birdlife including songbirds, gamebirds, woodpeckers, owls and raptors, as well as recreational bird-watching opportunities. Mule deer was the only large mammal species considered likely to be present, with low potential for mountain lion and black bear in the wider region.
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Figure 20.3
Environmental Conditions at the Project Site (November 2024)

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Actual wildlife sightings were limited, but the types of species likely to be present were considered typical of the region and not at significant risk from mining activities. Endangered or threatened species with potential to occur in the Project area included Pale Big-eared Bat (Corynorhinus townsendii pallescens), Spotted Bat (Euderma maculatum) and Bald Eagle (Haliaeetus leucocephalus).
| 20.3.4 | Cultural Heritage |
The area around the Project site is associated with historic Native American occupation of Bullion Hill. Eight sites of archaeological interest were found in the vicinity of the Project during the 1988 Cultural Resource Survey. None of the sites correspond with the footprint of the current Project design and only one site is close to the proposed infrastructure area within the patented claims. All sites should be carefully avoided in any future drilling programs and re-surveyed to document the current condition. Consideration should be given to protective fencing for the closest site.
| 20.3.5 | Socio-economic Setting |
The nearest settlement to the Project is the small town of Hornitos, located approximately 4.5 miles south. Hornitos was established as a mining town during the gold rush and had a population of >10,000 during the 1850s. The population has substantially declined since then, with a current estimate of <75 residents, however it is now a popular tourist attraction. The Project site is approximately 16 miles from Mariposa and 22 miles from Merced. There are active mining operations in the region, and good transport connections to Reno and Oakland port, with existing gravel access roads from Highway 49.
The Project site was historically mined as part of the Californian Gold Rush and gold, silver, copper, lead and zinc were produced there until around 1945 under previous ownership of the Property. There is evidence of old mining workings, tailings deposits and cores samples around the site and a modern core shed has been used for more recent exploration activity. Current land use in the immediate surrounding area is predominantly cattle grazing.
A survey was undertaken with local residents in 1990-1991, to understand perceptions of various socio-economic factors at the time. This survey is no longer considered relevant for the Project and a socio-economic baseline study will be required.
| 20.4 | Environmental and Social Risks and Impacts |
The Project will be designed to minimize environmental impacts as far as possible and enhance socio-economic opportunities. The site has been mined historically so is not a greenfield development, and the spatial footprint will be limited, with mining activity taking place underground and no heap leach facility.
A full review of the potential environmental and social impacts will be undertaken as the Project advances. Based on the current Project design, location, and an understanding of metal mining operations in similar environments, the main potential risks are anticipated to include the following:
Natural Hazards – The Project is located in an area of active seismic activity. The probability of a major seismic event is considered to be ‘extremely low’ (KP, 1988), but must be taken into account for TMF design. The area can also experience localized flash flooding after thunderstorms, therefore adequate water storage capacity will need to be included to ensure appropriate drainage and separation of potential contaminants during extreme events.
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Disturbance from Air Quality, Noise, Vibration and Artificial Lighting – The Project will generate greenhouse gas emissions, dust, noise, vibration and artificial light from routine operational activities including movement of vehicles and equipment, drilling, blasting and crushing. This has the potential to cause disturbance to local wildlife and will need to be monitored; nearby communities are unlikely to be disturbed. A combination of engineering controls and operational controls will be used to minimize impacts.
Water Resources – The Project intends to operate as a closed loop water system, with no planned discharge to the environment (e.g. rivers). Supplementary water will be needed for operational use, with the likely source being from groundwater, subject to additional studies. Project operations have the potential to impact downstream water quality via uncontained stormwater runoff/drainage, potential seepage from waste material (tailings) and accidental spills/leaks. There is a particular risk from the use of sodium cyanide in the process plant, and specific management and monitoring measures will therefore need to be implemented. Groundwater levels may be affected by pumping for dewatering, and potential connectivity with old mine workings should be considered. Given the nature of the geology and historic mining activity, there is potential for leaching of heavy metals and potential seepage from acid generating material. Water treatment would likely be required if any discharge into the environment (i.e., beyond designated storage ponds) becomes necessary.
Biodiversity – Wildlife presence and habitat at the Project site is considered to be representative of the surrounding area. Terrestrial habitat loss due to the Project is unlikely to have a significant or long-term impact. There is potential for impacts to birds of prey that may nest in taller trees surrounding the site, and for migratory birds that may be attracted to artificial water bodies on site. Communication with relevant stakeholders is recommended, to better understand local and regional wildlife movements. Process water bodies will require appropriate bird deterrents, due to the potential presence of cyanide.
Tailings Management – The Project will require construction of an engineered Tailings Management Facility. Detailed design has not yet been undertaken but will incorporate state and international guidelines and provision for appropriate liners, drainage and monitoring systems, including for residual cyanide detection. As extensive exploration activity has historically been undertaken, pre-construction surveys will be needed to ensure that drill holes have been adequately sealed, to minimize the risk of seepage to groundwater.
Cultural Heritage – There are several sites of archaeological interest located close to the Project site, some of which were disturbed during historic mining/exploration activity. There is a risk that further exploration drilling and Project construction works may cause accidental damage to these sites. This can be managed by integrating the locations of sites into planning and design systems, using agreed vehicle access routes, and maintaining a watching brief during construction in sensitive areas. Development of a Chance Finds Procedure and Cultural Heritage Management Plan is recommended, in addition to consultation with regulatory authorities to determine if any of the sites require fencing for protection.
Socio-economic impacts – Overall, the Project is expected to have a positive impact on the local and regional economy, through creation of direct and indirect jobs and associated training opportunities. Details of job opportunities will be refined as the Project progresses through FS stage and priority will be given to hiring and procurement from local communities. Proactive engagement will be undertaken with the local communities and a Grievance Mechanism will be established.
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At this stage of the Project, potential environmental and social risks and impacts are considered typical of similar exploration and mining operations in North America. Any negative impacts can be managed appropriately, provided that:
| • | The Project Design Criteria incorporates sufficient environmental protection measures. |
| • | A comprehensive environmental and social management system (ESMS) is developed and implemented prior to construction. |
| • | Sufficient financial resources are allocated for technical staff, monitoring equipment and sample analysis. |
| 20.5 | Project Closure Planning |
Responsible closure planning will be integrated into all phases of the Blue Moon Project and undertaken in compliance with Federal and California State requirements and GIIP, for example the ICMM Guidance for Integrated Mine Closure.
A Reclamation Plan will be developed and submitted to the regulatory authorities as part of the project permitting process, and this must be approved before mining commences. Financial assurance (reclamation bond) will be posted with both the BLM and Mariposa County, and reviewed annually.
The approach to closure planning will focus on returning the land to pre-mining conditions, to the extent possible. It will minimize negative environmental and social impacts, enhance environmental and social benefits, and take due consideration of public health and safety. Reclamation activities will include:
| • | Backfilling of underground mining areas and restricting access to the portal. |
| • | Dismantling of surface infrastructure and equipment. |
| • | Capping, covering with topsoil, and re-vegetating the TMF. |
| • | Planting of native tree species. |
Stakeholder engagement will take place to assess whether any of the supporting infrastructure can be left in situ for use by the local community, such as access roads.
Regular inspection of the site and environmental monitoring, particularly for downstream water quality, will be carried out post-closure.
A collaborative approach will be undertaken with BLM to assess reclamation requirements and responsibilities for old mine workings and tailings deposits in the vicinity of the Project site.
A detailed closure cost estimate has not yet been developed but an indicative amount of US$15 million has been budgeted.
| 20.6 | Recommendations |
The environmental assessment process for the Project is not yet complete, and therefore specific recommendations will arise as a result of future baseline studies, impact assessment, and the public consultation process, in addition to any terms and conditions outlined by the regulatory authorities.
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Recommendations considered important for ongoing development of the Project include the following:
| 1. | Update all baseline studies and undertake additional surveys and testwork to ensure comprehensive understanding of environmental and social conditions. Particular attention should be paid to geochemical properties, seasonal differences in water bodies and biodiversity (migratory birds and mammals), potential nesting sites for birds of prey, and socio-economic conditions. |
| 2. | Demarcate any known cultural heritage sites and design infrastructure and access routes to avoid them. |
| 3. | Communicate with regulatory authorities and other relevant stakeholders to better determine the presence/absence of threatened/protected species and potential migration routes for mammals and birds. |
| 4. | Consider installing basic monitoring infrastructure, such as a weather station and groundwater monitoring boreholes to support ongoing baseline data collection. |
| 5. | Ensure all stakeholder interactions, including informal meetings, are documented and filed to assist the community relations and communications teams in future should the Project proceed to an operational mine. |
| 6. | Integrate sensitive/protected areas into the GIS used by the exploration team, to minimize the risk for damage, for example cultural heritage sites and known wildlife habitats. |
| 7. | Ensure exploration drill holes are properly closed up, to minimize land disturbance and avoid future problems with water connectivity. Establish a formal procedure for this and ensure the closure of all drill sites is properly documented. |
| 8. | Regularly review the project design, to adapt to emerging environmental and social risks and incorporate the latest available technologies for energy efficiency and environmental protection. |
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21.0 CAPITAL AND OPERATING COSTS
| 21.1 | Capital Costs |
| 21.1.1 | Summary and Basis of Estimate |
The capital expenditure (CAPEX) estimate for this Preliminary Economic Assessment (PEA) has been developed using a combination of budgetary quotes from vendors, historical pricing from comparable projects, and parametric calculations based on similar equipment and infrastructure. Cost elements have been refined and itemized to enhance confidence in the estimate. However, the overall accuracy remains within the expected range for a PEA-level study. The approach ensures a robust and well-supported cost estimate while maintaining alignment with the early-stage nature of the assessment.
Conservatively, an exchange rate of CAD 1.35/US$ has been applied where required for conversion of cost inputs whereas, at the effective date of this report, the spot rate was approximately CAD 1.45/US$.
Table 21.1 summarises the initial, sustaining and total LOM capital costs for the Project.
Table 21.1
LOM Capital Cost Estimate
| Area | Initial (US$ M) | Sustaining (US$ M) | LOM Total (US$ M) | |||||||||
| Mining | 18.4 | 10.0 | 28.4 | |||||||||
| Processing | 55.0 | 42.8 | 97.7 | |||||||||
| Infrastructure | 26.7 | 11.7 | 38.4 | |||||||||
| Sub-Total Direct Costs | 100.1 | 64.5 | 164.5 | |||||||||
| Indirect | 15.9 | 0.0 | 15.9 | |||||||||
| Contingency | 28.5 | 0.0 | 28.5 | |||||||||
| Total Capital Costs | 144.5 | 64.5 | 209.0 | |||||||||
| 21.1.2 | Mining Capital |
Initial mining capital expenditure is comprised of pre-production development costs of US$18.4 million.
The PEA assumes that all mining development and production operations are carried out by a contractor that will provide all the mobile equipment necessary to meet the mine plan. Accordingly, no mobile mining equipment fleet purchases are included in the capital estimate and, instead, an amount has been added to the mining operating costs per tonne of mill-feed production to account for the cost of ownership of that fleet, based on the leasing costs of equipment worth US$14.1 million.
Furthermore, for the purposes of this PEA, almost US$30 million of capital expenditure in respect of static mining equipment and infrastructure, mine portal, initial decline ramp development and mineral exploration (core drilling and assaying) are treated as a sunk cost, given Blue Moon’s expectation that its proposed exploration program would be completed before a project construction decision is taken.
Table 21.2 presents a breakdown of the presumed exploration/study costs, initial and sustaining mining capital costs for the Project, excluding contingency.
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Table 21.2
LOM Capital Cost Estimate- Mining
| Area | Study Capital (US$ M) | Initial (US$ M) | Sustaining (US$ M) | LOM Total (US$ M) | ||||||||||||
| Capitalized Pre-Production Opex | 13.9 | 18.4 | - | 18.4 | ||||||||||||
| Exploration Drilling, Engineering, etc. | 8.0 | - | - | - | ||||||||||||
| Ventilation Equipment & Infrastructure | 3.6 | - | 3.4 | 3.4 | ||||||||||||
| U/G Static Equipment & Infrastructure | 2.1 | - | 6.6 | 6.6 | ||||||||||||
| Mine Portal Establishment | 2.1 | - | - | - | ||||||||||||
| Total Mining Capital | 29.6 | 18.4 | 10.0 | 28.4 | ||||||||||||
| 21.1.3 | Processing Capital |
Table 21.3 summarises the initial, sustaining and LOM total processing capital costs for the Project, excluding contingency.
Table 21.3
LOM Capital Cost Estimate - Processing
| Area | Initial (US$ M) | Sustaining (US$ M) | LOM Total (US$ M) | |||||||||
| Crushing/Milling/Flotation | 2.995 | - | - | |||||||||
| Ore Bin | 0.347 | - | - | |||||||||
| Grinding | 0.501 | - | - | |||||||||
| Cu Flotation | 11.065 | - | - | |||||||||
| Zn Flotation | 4.704 | - | - | |||||||||
| Tailings | 3.884 | - | - | |||||||||
| Plant Services | 0.159 | - | - | |||||||||
| Reagents | 0.321 | - | - | |||||||||
| Processing Plant | 10.823 | - | - | |||||||||
| Processing Plant Buildings | 4.311 | - | - | |||||||||
| Sub-Total Direct Costs - Plant | 39.109 | 17.208 | 56.317 | |||||||||
| Paste Mixing Plant | 0.483 | - | - | |||||||||
| Paste Pumping | 6.750 | - | - | |||||||||
| Paste Piping, etc. | 1.642 | - | - | |||||||||
| Sub-Total Direct Costs - Paste | 8.875 | 3.905 | 12.780 | |||||||||
| Tailings Disposal | 6.988 | 21.662 | 28.649 | |||||||||
| Total Processing Capital | 54.972 | 42.775 | 97.747 | |||||||||
Approximately half of the sustaining capital in the process area is for two phases of expansion at the tailings storage facility which is planned to be carried out in Year 3 and Year 7. The remainder of the process sustaining capital is a provision for routine equipment rebuilds and replacements over the LOM period.
| 21.1.4 | Infrastructural Capital |
Table 21.4 summarises the initial, sustaining and LOM total infrastructural capital costs for the Project, excluding contingency.
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Table 21.4
LOM Capital Cost Estimate – Infrastructure
| Area | Initial (US$ M) | Sustaining (US$ M) | LOM Total (US$ M) | |||||||||
| Site Preparation | 3.175 | - | - | |||||||||
| Workshop | 2.788 | - | - | |||||||||
| Site Buildings | 1.866 | - | - | |||||||||
| Surface Water Management | 0.392 | - | - | |||||||||
| Equipment | 0.613 | - | - | |||||||||
| Sub-Total On-Site infrastructure | 8.835 | 3.887 | 12.723 | |||||||||
| Electrical Supply | 0.833 | - | - | |||||||||
| Access Road Upgrade | 1.029 | - | - | |||||||||
| Sub-Total Off-Site Infrastructure | 1.862 | 0.820 | 2.682 | |||||||||
| Fire Protection | 0.245 | - | - | |||||||||
| Water Supply | 1.506 | - | - | |||||||||
| Electrical Distribution | 12.922 | - | - | |||||||||
| Communications | 0.719 | - | - | |||||||||
| Fuel Storage | 0.459 | - | - | |||||||||
| Solid Waste Disposal | 0.148 | - | - | |||||||||
| Sub-Total Common Services | 15.998 | 7.039 | 23.038 | |||||||||
| Total Infrastructure Capital | 26.696 | 11.746 | 38.442 | |||||||||
| 21.1.5 | Indirect Capital and Contingency |
Table 21.5 summarises the LOM total indirect capital costs for the Project, as well as the individual contingency provisions which in total equate to 27.1% of the overall base estimate. Contingency on individual line items ranges from 20% to 35%, appropriate to the degree of scope definition.
Table 21.5
LOM Capital Cost Estimate – Indirect Costs
| Area | Initial (US$ M) | Sustaining (US$ M) | LOM Total (US$ M) | |||||||||
| Pre-Production Operations Labour | 1.579 | - | - | |||||||||
| Vendor Commissioning | 0.369 | - | - | |||||||||
| Mobilization/Demobilization | 0.543 | - | - | |||||||||
| Site Running Costs | 0.407 | - | - | |||||||||
| Sub-Total Pre-Production Costs | 2.900 | - | 2.900 | |||||||||
| Process Plant First Fills | 0.115 | - | - | |||||||||
| Spares and Consumables Stock | 0.919 | - | - | |||||||||
| Sustaining Capital/Spares | 2.100 | - | - | |||||||||
| Sub-Total Spares and First Fills | 3.134 | - | 3.134 | |||||||||
| EPCM | 7.672 | - | 7.672 | |||||||||
| Owner’s Costs | 2.189 | - | 2.189 | |||||||||
| Indirect Capital excl. Contingency | 15.895 | - | 15.895 | |||||||||
| Contingency | 28.528 | - | 28.528 | |||||||||
| Grand Total Indirect plus Contingency | 44.423 | - | 44.423 | |||||||||
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| 21.1.6 | Closure, Rehabilitation and Salvage |
Blue Moon intends to provide a corporate bond against future closure costs. A provision of US$15.0 million has been made in Year 12 of the Project cash flow to account for the expected cash costs incurred on closure of the mine. This provision is net of the amount that may be realised upon disposal of plant and equipment following mine closure.
| 21.2 | Operating Costs |
Table 21.6 provides a summary of the estimated life-of-mine (LOM) PEA operating costs.
Table
21.6
LOM
Operating Cost Estimate
| Area | LOM
Average (US$/t) | LOM
Cost (US$’000) | ||||||
| Mining | 75.02 | 503,709 | ||||||
| Processing | 36.11 | 242,453 | ||||||
| E/S and G&A | 5.10 | 34,239 | ||||||
| Total Direct Costs | 116.24 | 780,401 | ||||||
| Selling Costs | 22.30 | 149,740 | ||||||
| Royalties | 0.35 | 2,350 | ||||||
| Total Operating Costs | 138.89 | 931,991 | ||||||
Over the LOM, mining accounts for 65% of the estimated direct on-site cash costs, while processing costs altogether account for a further 31% of costs, the balance (4%) are environmental, social, general and administrative costs.
The operating costs have been estimated from first principals and in each area of the operating cost estimate, labour costs are based on the proposed headcount, estimated salary and burden for each position.
| 21.2.1 | Mining Operating Costs |
Table 21.7 shows a breakdown of the estimated mine operating costs, based on contractor mining budgetary rates and the QP’s estimate of in-house technical support, management and supervisory labour costs. Pre-production development costs are all capitalized, and all on-going development during the LOM period are assumed to be expensed.
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Table
21.7
Summary of Estimated Mine Operating Costs
| Description | LOM
Cost (US$’000) | LOM
Average (US$/T) | ||||||
| Mining Operating Costs - ROM | 365,039 | 54.37 | ||||||
| Mining Development Costs -Ramp | 71,028 | 10.58 | ||||||
| Mining Development Costs -Lateral (W) | 80,199 | 11.95 | ||||||
| Mining Development Costs -Raises | 6,937 | 1.03 | ||||||
| Mining – Operations Support Services | 6,131 | 0.91 | ||||||
| Mining – Technical Support Services | 4,088 | 0.61 | ||||||
| Mining - Mgmt. Supervision | 2,555 | 0.38 | ||||||
| Less Capitalized Pre-Production | (32,267 | ) | (4.81 | ) | ||||
| Total Mine Operating Costs | 503,709 | 75.02 | ||||||
| 21.2.2 | Processing Operating Costs |
A summary of the LOM estimated process operating costs is presented in Table 21.8.
Table
21.8
Summary
of Estimated Process Operating Costs
| Description | Number of Employees | LOM Cost (US$’000) | LOM Average (US$/T) | |||||||||
| Process Management and Admin Labour | 2 | 3,539 | 0.53 | |||||||||
| Plant Operations Labour | 35 | 29,961 | 4.46 | |||||||||
| Plant Maintenance Labour | 11 | 10,336 | 1.54 | |||||||||
| Chemical Laboratory Labour | 7 | 8,785 | 1.31 | |||||||||
| Operating Supplies | - | 62,625 | 9.33 | |||||||||
| Surface Tailings Management | - | 4,565 | 0.68 | |||||||||
| Maintenance Supplies | - | 23,884 | 3.56 | |||||||||
| Electrical Power | - | 57,375 | 8.55 | |||||||||
| Backfill Plant | 6 | 41,384 | 6.16 | |||||||||
| Total Processing Operating Costs | 61 | 242,453 | 36.11 | |||||||||
The process operating costs have been estimated from first principles with costs sub-divided into the following areas:
| • | Labour: |
| ○ | Plant operations. |
| ○ | Plant maintenance. |
| ○ | Chemical laboratory. |
| • | Operating supplies: |
| ○ | Wear parts. |
| ○ | Reagents. |
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| ○ | Laboratory supplies. |
| ○ | Fuel. |
| • | Surface tailings management |
| • | Electrical power |
| • | Maintenance supplies |
| • | Backfill plant: |
| ○ | Labour |
| ○ | Operating supplies |
| ○ | Electrical power |
| ○ | Maintenance supplies |
A breakdown of the average process unit operating costs is illustrated in Figure 21.1. The highest cost area is consumables with flotation reagents the major contributor.
Figure 21.1
Breakdown of Average LOM Process Operating Costs

| 21.2.2.1 | Labour |
The total concentrator labour complement has been estimated at 55 personnel comprising two management/administrative employees, 35 process plant operators, 11 plant maintenance personnel and seven laboratory workers. The manpower includes tailings haul truck drivers but excludes backfill personnel who are accounted for in the backfill plant category.
Total estimated annual cost for processing labour is US$4.8 million or US$6.71/T processed
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| 21.2.2.2 | Operating Supplies |
The estimated consumption wear parts include crusher and mill liners, and grinding media for the mills (SAG, primary ball and concentrate regrind). The usage rates are based on typical industry factors applied to the estimated abrasion index and standard unit operation work indices. The unit costs for wear parts were estimated from similar recent projects.
Flotation reagent and their consumptions were based on metallurgical testwork and unit supply costs from Micon’s in-house project data base. The consumption rates were discounted by 25% as the flowsheet and conditions used for the laboratory bench scale testwork were not optimized. The operating supplies also includes an allowance for concentrate and tailings dewatering chemicals.
An allowance for fuel to drive plant vehicles and standby generators has been included.
| 21.2.2.3 | Electrical Power |
The cost of electrical power is based on a very high-level estimate of installed power per operating area, operating and power efficiency factors for each area, and a unit power cost of US$0.175/kWh. The total installed power for the processing facilities is estimated at approximately 5 MW, average operating power of 4 MW and an average annual power consumption of 48 kWh/t processed.
| 21.2.2.4 | Maintenance Supplies |
The estimate annual costs for maintenance supplies were factored based on the total installed costs for mechanical equipment and piping, buildings, electrical and instrumentation equipment, and mobile equipment.
| 21.2.2.5 | Surface Tailings Management |
The estimate costs for surface tailings management are based the cost of loading and hauling tailings filter cake to the tailings management facility and an allowance for TMF management which includes sampling and monitoring, dozer usage etc.
| 21.2.2.6 | Backfill Plant |
The estimated backfill plant operating costs includes labour (6 operators), operating supplies (cement), electrical power and maintenance supplies.
| 21.2.3 | Environmental and Social, and General and Administration Operating Costs |
The estimated annual costs for environmental/social management and general and administration are summarized in Table 21.9.
| Blue Moon Mine | 153 | March 2025 |
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Blue Moon Metals Inc. |
Table 21.9
Estimated Annual E&S and G&A Operating Costs
| Annual Cost | ||||
| Area | (US$’000) | |||
| Environmental and Social | 360 | |||
| G&A Labour | 1,391 | |||
| G&A Expenses | 1,600 | |||
| Total | 3,351 | |||
The G&A labour comprises 12 site personnel that covers management, administration, HR, safety and warehouse. G&A expenses cover office supplies, safety/first aid supplies, insurance, IT, licenses and permits, office utilities, waste management and security.
| 21.2.4 | Indirect Off-Site Costs |
The estimated indirect costs include concentrate marketing and selling costs and royalties.
| 21.2.4.1 | Concentrate Sales Costs |
The total estimated cost for product sales equates to US$22.30/ t processed over the life of the Project and includes the following items for both the copper and zinc flotation concentrates:
| • | Concentrate transportation. |
| • | Treatment charge. |
| • | Refining charges. |
| 21.2.4.2 | Royalties |
Royalties are discussed in detail elsewhere in this report. The total estimated royalties paid over the life of mine amounts to about US$2.35 million.
| Blue Moon Mine | 154 | March 2025 |
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Blue Moon Metals Inc. |
22.0 ECONOMIC ANALYSIS
| 22.1 | Cautionary Statement |
This Section presents the results of a preliminary economic assessment (PEA) of the Blue Moon Mine based on the mineral resource estimate and the annual forecasts of production, operating cost and capital expenditures presented in this Technical Report, in order to establish the economic potential of the Property.
This PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Information that is forward-looking includes:
| • | Mineral Resource and Mineral Reserve estimates. |
| • | Forecast commodity prices and exchange rates. |
| • | The proposed mine production plan. |
| • | Projected mining losses, dilution and process recovery rates. |
| • | Capital and operating cost estimates and working capital requirements; |
| • | Assumptions as to closure costs and closure requirements. |
| • | Assumptions as to environmental, permitting and social considerations and risks. |
Additional risks to the forward-looking information include:
| • | Changes to costs of production from what is assumed. |
| • | Unrecognized environmental risks. |
| • | Unanticipated reclamation expenses; |
| • | Unexpected variations in quantity of mineralized material, grade or recovery rates. |
| • | Geotechnical or hydrogeological considerations differing from those that have been assumed. |
| • | Failure of mining methods or equipment to operate as anticipated. |
| • | Failure of plant, equipment or processes to operate as anticipated. |
| • | Changes to assumptions as to the availability and cost of electrical power and process reagents. |
| • | Ability to maintain the social licence to operate. |
| • | Accidents, labour disputes and other risks of the mining industry. |
| • | Changes to interest rates. |
| • | Changes to tax rates and availability of allowances for depreciation and amortization. |
| Blue Moon Mine | 155 | March 2025 |
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Blue Moon Metals Inc. |
| 22.2 | Basis of Evaluation |
Micon’s QP has prepared the following PEA of the Project on the basis of a discounted cash flow model, from which Net Present Value (NPV), Internal Rate of Return (IRR) and payback period can be determined. Assessments of NPV are generally accepted within the mining industry as representing the economic value of a project after allowing for the cost of capital invested.
The objective of the study was to determine a potential economic value of the Project. In order to do this, the cash flow arising from the base case has been forecast using constant US dollars. The sensitivity of NPV to changes in the base case assumptions for price, operating costs and capital expenditure was then examined.
| 22.3 | Macro-Economic Assumptions |
| 22.3.1 | Exchange Rate and Inflation |
All results are expressed in United States dollars ($ or US$) except where stated otherwise. Conservatively, an exchange rate of CAD 1.35/US$ has been applied where required for conversion of cost inputs whereas, at the effective date of this report, the spot rate was approximately CAD 1.45/US$.
Cost estimates and other inputs to the cash flow model for the Project have been prepared using constant, first quarter 2025 money terms, i.e., without provision for escalation or inflation.
| 22.3.2 | Weighted Average Cost of Capital |
In order to find the NPV of the cash flows forecast for the Project, an appropriate discount factor must be applied which represents the weighted average cost of capital (WACC) imposed on the Project by the capital markets. The cash flow projections used for the evaluation have been prepared on an all-equity basis. This being the case, WACC is equal to the market cost of equity.
In this case, Micon has selected an annual discount rate of 8% in real terms for its base case and has tested the sensitivity of the Project to changes in this rate.
| 22.3.3 | Royalty and Taxation Regime |
California’s royalty on sales of gold (US$5.00/oz) and silver (US$0.50/oz) and State income tax of 8.84% are taken into account. US federal income tax is also then provided for at the rate of 21%, after depreciation of capital expenditures on a straight-line basis over seven years. A third-party royalty, capped at US$500,000, is also provided for.
| 22.3.4 | Expected Metal Prices |
Project revenues will be generated from the sale of zinc and copper concentrates, with credits for gold and silver content. The Project has been evaluated using constant metal prices of US$4.20/lb copper, US$1.25/lb zinc, US$2,200/oz Au and US$27/oz Ag. No credit or penalty has been applied for lead or any other by-product content in concentrates.
Section 19.0 of this report provides a rationale for the use of these values.
| Blue Moon Mine | 156 | March 2025 |
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Blue Moon Metals Inc. |
| 22.4 | Technical Assumptions |
The technical parameters, production forecasts and estimates described elsewhere in this report are reflected in the base case cash flow model. These inputs to the model are summarised below.
| 22.4.1 | Mine Construction and Development |
The PEA considers a 15-month construction period for the Blue Moon process plant and surface and underground infrastructure. Prior to this construction period, it is assumed that an exploration decline will have been developed to permit the drilling from underground of additional boreholes to improve confidence in the resource estimate and provide material for further metallurgical testwork. Therefore, for the purposes of this PEA, the cost of that development as well as the drilling, analytical and metallurgical testwork costs amounting to approximately US$30 million in total, are considered as a sunk cost.
| 22.4.2 | Production and Sales |
The Blue Moon Mine is expected to achieve its designed process throughput rate of 1,800 tonnes/day within the first year of operation and maintain that steady state in Years 2-10 before ramping down ahead of mine closure in Year 11. Figure 22.1 shows the annual tonnages and mill-feed grades.
Figure 22.1
LOM Mill Feed Production Schedule

The Blue Moon Mine will produce a zinc concentrate and a copper concentrate. The Micon QP has used in-house data and experience to forecast typical treatment and refining charges (TC/RC) for each concentrate.
The assumed TC/RC terms for the copper concentrate are given in Table 22.1 and for the zinc concentrate in Table 22.2.
| Blue Moon Mine | 157 | March 2025 |
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Blue Moon Metals Inc. |
Table 22.1
Assumed TC/RC terms-Copper Concentrate
| Description | Units | Value | ||||
| Copper Content of Concentrate Shipped | % | 26.50 | ||||
| Moisture Content of Concentrate Shipped | % | 8.00 | ||||
| Treatment Charge | US$/dmt conc. | 30.00 | ||||
| Transport Charge | US$/wmt conc. | 72.00 | ||||
| Payability - Copper | % | 96.50 | ||||
| Payability - Gold | % | 96.00 | ||||
| Payability - Silver | % | 90.00 | ||||
| Minimum Deduction - Copper | % | 1.00 | ||||
| Minimum Deduction - Gold | g/t | - | ||||
| Minimum Deduction - Silver | g/t | - | ||||
| Refining Charge - Copper | US$/lb | 0.03 | ||||
| Refining Charge - Gold | US$/oz | 5.00 | ||||
| Refining Charge - Silver | US$/oz | 0.50 |
Table 22.2
Assumed TC/RC terms-Zinc Concentrate
| Description | Units | Value | ||||
| Zinc Content of Concentrate Shipped | % | 62.30 | ||||
| Moisture Content of Concentrate Shipped | % | 8.00 | ||||
| Treatment Charge | US$/dmt conc. | 165.00 | ||||
| Transport Charge | US$/wmt conc. | 72.00 | ||||
| Payability – Zinc (at 62.3% Zn in conc.) | % | 87.16 | ||||
| Payability - Gold | % | 96.00 | ||||
| Payability - Silver | % | 90.00 | ||||
| Deduction - Zinc | % | 8.00 | ||||
| Minimum Deduction - Gold | g/t | 1.00 | ||||
| Minimum Deduction - Silver | g/t | 93.30 | ||||
| Refining Charge - Zinc | US$/lb | - | ||||
| Refining Charge - Gold | US$/oz | - | ||||
| Refining Charge - Silver | US$/oz | - |
Gross sales revenue is equivalent to US$268.30/tonne treated. Selling costs (for concentrate transport, treatment and refining) amount to US$22.30/tonne, yielding an average net smelter return (NSR) value of mill-feed of US$246.00/tonne over the LOM period. The annual contribution to net revenue of each metal is shown in Figure 22.2. No credit or penalty was assumed for lead or any other potential by-products or deleterious elements.
| Blue Moon Mine | 158 | March 2025 |
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Blue Moon Metals Inc. |
Figure 22.2
Annual NSR Contribution by Metal

A high proportion of the credits for gold and silver are attributed to the copper concentrate, resulting in its value exceeding that of the zinc concentrate despite the zinc metal itself having more than twice the value of payable copper. Figure 22.3 compares the value of each concentrate, while Figure 22.4 shows the contribution of each metal to total revenue.
Figure 22.3
NSR value by Concentrate Type

| Blue Moon Mine | 159 | March 2025 |
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Blue Moon Metals Inc. |
Figure 22.4
NSR value by Metal

| 22.4.3 | Cash Operating Costs |
Direct cash operating costs for the Blue Moon Mine are estimated at an average of US$116.24/t over the LOM period. Selling costs (i.e., TC/RC and concentrate transport) add a further US$22.58/t for a total of US$138.89/t. A summary of these costs is given in Table 22.3. A more detailed breakdown is provided in Section 21.2 of this report.
Table
22.3
LOM
Average Operating Costs
| Unit Cost | LOM Total | |||||||
| Description | (US$/tonne Milled) | (US$’000) | ||||||
| Mining | 75.02 | 503,709 | ||||||
| Processing | 36.11 | 242,453 | ||||||
| General & Administrative | 5.10 | 34,239 | ||||||
| Sub-Total Direct Costs | 116.24 | 780,401 | ||||||
| Selling Costs | 22.30 | 149,740 | ||||||
| Royalties | 0.35 | 2,350 | ||||||
| Total Operating Costs | 138.89 | 932,491 | ||||||
Figure 22.5 shows the annual cash operating costs of the Blue Moon Mine compared to the net smelter returns on concentrate sales, demonstrating the positive operating margin achieved in each year of the Project, averaging 53% over the LOM period.
| Blue Moon Mine | 160 | March 2025 |
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Blue Moon Metals Inc. |
Figure 22.5
Annual Operating Costs

| 22.4.4 | Capital Expenditure |
The Blue Moon Mine is expected to require an initial investment of US$144.5 million, with a further US$64.5 million in sustaining capital over the LOM period. In addition, upon closure, approximately US$15.0 million in demolition and rehabilitation costs is expected to be incurred, net of any realizable salvage or scrap value of equipment. A breakdown of these amounts is given in Table 22.4.
Table
22.4
LOM
Capital Costs
| Initial Capital | Sustaining Capital | LOM Total Capital | ||||||||||
| Description | (US$ M) | (US$ M) | (US$ M) | |||||||||
| Capitalized Pre-Production Opex, etc. | 18.4 | 10.0 | 28.4 | |||||||||
| Process Plant | 39.1 | 17.2 | 56.3 | |||||||||
| Backfill Plant | 8.9 | 3.9 | 12.8 | |||||||||
| Tailings Disposal | 7.0 | 21.7 | 28.6 | |||||||||
| On-Site Infrastructure | 8.8 | 3.9 | 12.7 | |||||||||
| Off-Site Infrastructure | 1.9 | 0.8 | 2.7 | |||||||||
| Common Services | 16.0 | 7.0 | 23.0 | |||||||||
| Indirect - Site Costs | 2.9 | - | 2.9 | |||||||||
| Indirect - Spares & First Fills | 3.1 | - | 3.1 | |||||||||
| EPCM | 7.7 | - | 7.7 | |||||||||
| Owners Cost | 2.2 | - | 2.2 | |||||||||
| Contingency | 28.5 | - | 28.5 | |||||||||
| Total Capital Expenditure excl. Closure | 144.5 | 64.5 | 209.0 | |||||||||
| Closure & Reclamation provision | - | 15.0 | 15.0 | |||||||||
| Grand Total Capital Expenditure | 144.5 | 79.5 | 224.0 | |||||||||
| Blue Moon Mine | 161 | March 2025 |
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Blue Moon Metals Inc. |
| 22.4.5 | Working Capital |
Estimated working capital requirements assume 25 days each for accounts receivable, payables and stores. Net working capital averages US$11.0 million over the LOM period, with a maximum requirement of US$13.6 million in Year 2.
| 22.5 | Base Case Economics |
| 22.5.1 | Key Statistics |
Table 22.5 presents some key statistics for the Blue Moon Mine base case economic assessment.
Table
22.5
Base
Case: Key Statistics
| Item | Units | Value | ||||
| Nominal Processing Capacity | tonnes per day | 1,800 | ||||
| LOM Total Processed | ‘000 tonnes | 6,714 | ||||
| Zinc Equivalent Grade Processed | % ZnEq | 12.55 | ||||
| Net Smelter Return | US$/tonne treated | 246.00 | ||||
| Copper | 000’lbs | 7,237 | ||||
| Zinc | 000’lbs | 62,260 | ||||
| Average Annual Payable | Gold | oz | 22,566 | |||
| Production (LOM) | Silver | oz | 681,784 | |||
| ZnEq | 000’lbs | 151,046 | ||||
The average C1 cash cost over the LOM is estimated at US$0.60/lb zinc equivalent. Including sustaining and mine closure expenses, the average All-in Sustaining Cost (AISC) over the LOM is estimated at US$0.66/lb zinc equivalent and, including initial capital, the average All-in Cost (AIC) over the LOM is estimated at US$0.77/lb zinc equivalent.
| 22.5.2 | Base Case Cash Flow |
A summary of the LOM cash flow projection is given in Table 22.6 and Figure 22.6. Details of the annual cash flow projection are given in Table 22.7.
The base case cash flow equates to a pre-tax IRR of 48% and a net present value at an 8% annual discount rate (NPV8) of US$354 million before tax. After-tax base-case cash flows provide an IRR of 38% and evaluate to NPV8 of US$244 million. After-tax undiscounted payback is achieved in approximately 2.8 years.
| Blue Moon Mine | 162 | March 2025 |
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Blue Moon Metals Inc. |
Table
22.6
LOM
Cash Flow Summary
| LOM | ||||||||||||
| Parameter | (US$ M) | US$/t Treated | US$/lb ZnEq | |||||||||
| Gross Sales Revenue | 1,801.3 | 268.30 | 1.17 | |||||||||
| Mining | 503.7 | 75.02 | 0.33 | |||||||||
| Processing | 242.5 | 36.11 | 0.16 | |||||||||
| G&A | 34.2 | 5.10 | 0.02 | |||||||||
| Selling Costs | 149.7 | 22.30 | 0.10 | |||||||||
| Royalties & Production Taxes | 2.3 | 0.35 | 0.00 | |||||||||
| C1 Cash Operating Costs | 932.5 | 138.89 | 0.60 | |||||||||
| Sustaining Capital Expenditure | 64.5 | 9.60 | 0.04 | |||||||||
| Reclamation & Closure | 15.0 | 2.23 | 0.01 | |||||||||
| All-in Sustaining Cost | 1,012.0 | 150.73 | 0.66 | |||||||||
| Initial Capital | 144.5 | 21.52 | 0.09 | |||||||||
| All-in-Cost | 1,156.4 | 172.24 | 0.75 | |||||||||
| Income Taxes | 181.0 | 26.96 | 0.12 | |||||||||
| Net Cashflow | 463.9 | 69.10 | 0.30 | |||||||||
Figure 22.6
Annual Cash Flow Projection

| Blue Moon Mine | 163 | March 2025 |
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Blue Moon Metals Inc. |
Table
22.7
LOM Annual Cash Flow
| Project Years | LOM Total | Yr-2 | Yr-1 | Yr1 | Yr2 | Yr3 | Yr4 | Yr5 | Yr6 | Yr7 | Yr8 | Yr9 | Yr10 | Yr11 | Yr12 | |||||||||||||||||||||||||||||||
| Tonnes mill-feed | tonnes | 6,714 | 0 | 0 | 526 | 657 | 657 | 657 | 657 | 657 | 657 | 657 | 657 | 657 | 275 | 0 | ||||||||||||||||||||||||||||||
| Copper grade in mill-feed | % | 0.56 | 0.00 | 0.00 | 0.42 | 0.40 | 0.39 | 0.62 | 0.83 | 0.80 | 0.67 | 0.58 | 0.45 | 0.40 | 0.51 | 0.00 | ||||||||||||||||||||||||||||||
| Zinc grade in mill-feed | % | 5.17 | 0.00 | 0.00 | 5.10 | 5.21 | 4.79 | 5.25 | 4.95 | 5.19 | 5.64 | 3.86 | 6.93 | 5.31 | 4.02 | 0.00 | ||||||||||||||||||||||||||||||
| Lead grade in mill-feed | % | 0.24 | 0.00 | 0.00 | 0.31 | 0.32 | 0.25 | 0.19 | 0.18 | 0.22 | 0.21 | 0.16 | 0.27 | 0.30 | 0.32 | 0.00 | ||||||||||||||||||||||||||||||
| Gold grade in mill-feed | % | 1.38 | 0.00 | 0.00 | 1.61 | 1.90 | 1.90 | 1.34 | 1.01 | 0.88 | 0.94 | 0.91 | 1.41 | 1.78 | 1.70 | 0.00 | ||||||||||||||||||||||||||||||
| Silver grade in mill-feed | g/t | 45.36 | 0.00 | 0.00 | 62.42 | 71.10 | 61.88 | 46.37 | 32.94 | 36.65 | 36.96 | 25.96 | 45.05 | 36.77 | 47.54 | 0.00 | ||||||||||||||||||||||||||||||
| Products shipped | ||||||||||||||||||||||||||||||||||||||||||||||
| Copper Concentrate (26.5% Cu) | t | 131.5 | 0.0 | 0.0 | 7.7 | 9.3 | 8.9 | 14.4 | 19.1 | 18.4 | 15.5 | 13.5 | 10.4 | 9.3 | 5.0 | 0.0 | ||||||||||||||||||||||||||||||
| Zinc Concentrate (62.3% Zn) | t | 531.5 | 0.0 | 0.0 | 41.0 | 52.4 | 48.1 | 52.8 | 49.7 | 52.2 | 56.7 | 38.8 | 69.6 | 53.3 | 16.9 | 0.0 | ||||||||||||||||||||||||||||||
| Copper concentrate | 900,324 | 0 | 0 | 74,901 | 104,493 | 100,527 | 91,061 | 87,433 | 82,936 | 78,006 | 68,388 | 83,208 | 89,019 | 40,353 | 0 | |||||||||||||||||||||||||||||||
| Zinc Concentrate | 901,024 | 0 | 0 | 73,422 | 96,644 | 89,302 | 89,202 | 80,321 | 82,952 | 89,675 | 63,627 | 112,188 | 92,254 | 31,438 | 0 | |||||||||||||||||||||||||||||||
| Gross Sales Revenue | US$’000 | 1,801,348 | 0 | 0 | 148,323 | 201,136 | 189,829 | 180,263 | 167,754 | 165,888 | 167,681 | 132,015 | 195,396 | 181,273 | 71,791 | 0 | ||||||||||||||||||||||||||||||
| Copper concentrate | 20,452 | 0 | 0 | 1,381 | 1,757 | 1,654 | 2,200 | 2,676 | 2,604 | 2,240 | 1,915 | 1,695 | 1,531 | 799 | 0 | |||||||||||||||||||||||||||||||
| Zinc Concentrate | 129,289 | 0 | 0 | 9,974 | 12,737 | 11,705 | 12,842 | 12,098 | 12,687 | 13,796 | 9,426 | 16,930 | 12,974 | 4,118 | 0 | |||||||||||||||||||||||||||||||
| Selling Costs | US$’000 | 149,740 | 0 | 0 | 11,355 | 14,494 | 13,359 | 15,042 | 14,774 | 15,292 | 16,036 | 11,341 | 18,625 | 14,506 | 4,917 | 0 | ||||||||||||||||||||||||||||||
| Net smelter returns | ||||||||||||||||||||||||||||||||||||||||||||||
| Copper Concentrate | 879,872 | 0 | 0 | 73,520 | 102,736 | 98,873 | 88,861 | 84,757 | 80,331 | 75,766 | 66,473 | 81,514 | 87,488 | 39,554 | 0 | |||||||||||||||||||||||||||||||
| Zinc Concentrate | 771,736 | 0 | 0 | 63,448 | 83,906 | 77,598 | 76,360 | 68,223 | 70,265 | 75,879 | 54,201 | 95,257 | 79,279 | 27,320 | 0 | |||||||||||||||||||||||||||||||
| Total net smelter returns | US$’000 | 1,651,608 | 0 | 0 | 136,968 | 186,642 | 176,471 | 165,221 | 152,979 | 150,596 | 151,645 | 120,673 | 176,771 | 166,767 | 66,873 | 0 | ||||||||||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||||||||||||||||||||||
| Mining | 503,709 | 0 | 0 | 50,723 | 48,451 | 46,577 | 52,038 | 48,942 | 54,910 | 52,862 | 48,812 | 52,029 | 41,587 | 6,778 | 0 | |||||||||||||||||||||||||||||||
| Processing | 242,453 | 0 | 0 | 19,882 | 23,229 | 23,229 | 23,229 | 23,229 | 23,229 | 23,229 | 23,229 | 23,229 | 23,229 | 13,510 | 0 | |||||||||||||||||||||||||||||||
| G&A | 34,239 | 0 | 0 | 2,680 | 3,351 | 3,351 | 3,351 | 3,351 | 3,351 | 3,351 | 3,351 | 3,351 | 3,351 | 1,404 | 0 | |||||||||||||||||||||||||||||||
| S/Total Direct Operating Costs | US$’000 | 780,401 | 0 | 0 | 73,286 | 75,031 | 73,156 | 78,617 | 75,522 | 81,490 | 79,442 | 75,392 | 78,608 | 68,166 | 21,692 | 0 | ||||||||||||||||||||||||||||||
| Selling costs (from above) | 149,740 | 0 | 0 | 11,355 | 14,494 | 13,359 | 15,042 | 14,774 | 15,292 | 16,036 | 11,341 | 18,625 | 14,506 | 4,917 | 0 | |||||||||||||||||||||||||||||||
| Royalties & production taxes | 2,350 | 0 | 0 | 687 | 274 | 258 | 180 | 127 | 121 | 125 | 110 | 176 | 201 | 91 | 0 | |||||||||||||||||||||||||||||||
| Total Operating Costs (C1) | 932,491 | 0 | 0 | 85,328 | 89,799 | 86,773 | 93,839 | 90,423 | 96,902 | 95,603 | 86,843 | 97,409 | 82,872 | 26,700 | 0 | |||||||||||||||||||||||||||||||
| Operating cash flow (EBITDA) | 53% | 868,857 | 0 | 0 | 62,996 | 111,338 | 103,056 | 86,424 | 77,330 | 68,986 | 72,078 | 45,172 | 97,987 | 98,401 | 45,090 | 0 | ||||||||||||||||||||||||||||||
| Capital Expenditures & W/Cap Mvmt | 223,955 | 25,218 | 119,260 | 14,575 | 7,911 | 11,213 | 4,427 | 3,471 | 4,839 | 12,179 | 2,028 | 8,166 | 3,399 | (2,929 | ) | 10,197 | ||||||||||||||||||||||||||||||
| Net cashflow before tax | US$’000 | 644,902 | (25,218 | ) | (119,260 | ) | 48,420 | 103,426 | 91,843 | 81,997 | 73,860 | 64,147 | 59,899 | 43,144 | 89,821 | 95,002 | 48,019 | (10,197 | ) | |||||||||||||||||||||||||||
| Corporation tax (State & Federal) | 180,999 | 0 | 0 | 10,540 | 23,871 | 21,229 | 16,250 | 13,526 | 11,007 | 11,530 | 10,727 | 25,502 | 25,771 | 11,046 | 0 | |||||||||||||||||||||||||||||||
| Net cashflow after tax | US$’000 | 463,903 | (25,218 | ) | (119,260 | ) | 37,880 | 79,555 | 70,615 | 65,748 | 60,333 | 53,139 | 48,368 | 32,417 | 64,319 | 69,231 | 36,973 | (10,197 | ) |
| Blue Moon Mine | 164 | March 2025 |
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Blue Moon Metals Inc. |
| 22.6 | Sensitivity Analysis |
| 22.6.1 | Base Case Sensitivity |
Micon has tested the sensitivity of the base case NPV8 and IRR to changes in prices (which may also be used as a proxy for ore grades and recoveries), as well as operating costs and capital expenditures. The results are shown in Figure 22.7 and Figure 22.8, respectively.
Figure
22.7
Base Case NPV Sensitivity Analysis

Figure
22.8
Base Case IRR Sensitivity Analysis

| Blue Moon Mine | 165 | March 2025 |
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Blue Moon Metals Inc. |
The Project is most sensitive to changes in product prices with a 30% reduction resulting in a near-zero NPV8. A 30% increase in operating and capital costs reduce NPV8 to US$144 million and US$155 million, respectively, showing the Project to be relatively insensitive to either factor alone.
| 22.6.2 | Discount Rate Sensitivity |
Sensitivity of after-tax NPV to discount rate has also been tested, as shown in Figure 22.9.
Figure
22.9
Base Case Sensitivity to Discount Rate

| 22.6.3 | Detailed Metal Price Sensitivity |
Table 22.8 compares the key economic results for metal prices 10% lower and higher than the base case, as well as at long-term consensus prices forecast in 2024 and average spot prices observed in February, 2025.
Table
22.8
Detailed
Metal Price Sensitivity
| Parameters | PEA
Base Case |
-10% Pricing |
+10% Pricing |
Long-Term Consensus Forecast |
Spot
Prices Average. 2025-02 |
|||||||||||||||||
| Copper US$/lb | 4.20 | 3.78 | 4.62 | 4.75 | 4.23 | |||||||||||||||||
| Metal Prices Assumed | Zinc US$/lb | 1.25 | 1.13 | 1.38 | 1.26 | 1.27 | ||||||||||||||||
| Gold US$/oz | 2,200 | 1,980 | 2,420 | 2,181 | 2,895 | |||||||||||||||||
| Silver US$/oz | 27.00 | 24.30 | 29.70 | 26.16 | 32.18 | |||||||||||||||||
| After-Tax NPV (US$ M, 8% Discount Rate) | $ | 244 | $ | 163 | $ | 324 | $ | 260 | $ | 340 | ||||||||||||
| After-Tax IRR (%) | 38 | % | 29 | % | 46 | % | 39 | % | 48 | % | ||||||||||||
| First 6 Years of After-Tax Cashflow (US$ M) | $ | 367 | $ | 293 | $ | 442 | $ | 382 | $ | 458 | ||||||||||||
| Payback Period (Years) | 2.4 | 2.9 | 2.0 | 2.3 | 1.9 | |||||||||||||||||
| C1 Cost (US$/lb ZnEq) | $ | 0.60 | $ | 0.60 | $ | 0.61 | $ | 0.60 | $ | 0.55 | ||||||||||||
| LOM Average Head Grade (ZnEq %) | 12.55 | 12.66 | 12.47 | 12.72 | 13.83 | |||||||||||||||||
| Blue Moon Mine | 166 | March 2025 |
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23.0 ADJACENT PROPERTIES
Currently there are no adjacent properties with similar mineralization to the Blue Moon Property.
| Blue Moon Mine | 167 | March 2025 |
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24.0 OTHER RELEVANT DATA AND INFORMATION
The Authors know of no other relevant data and information that would make the report understandable and not misleading.
| Blue Moon Mine | 168 | March 2025 |
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25.0 INTERPRETATION AND CONCLUSIONS
| 25.1 | Overview |
Micon was engaged by Blue Moon Metals Inc. to prepare a preliminary economic assessment conforming to NI 43-101 standards, evaluating the potential economic viability of the Blue Moon Project based on the updated 2024 mineral resource estimate.
This technical report, compliant with NI 43-101, was prepared by experienced independent consultants employing established geological and engineering methodologies. The report provides detailed findings from exploration, geological modeling, mineral resource estimation, mining methods, metallurgical testing, processing techniques, infrastructure needs, environmental considerations, tailings and water management, and capital and operating cost estimations. The investigation meets or surpasses typical industry standards for preliminary economic assessments.
The Qualified Persons collectively conclude that the Blue Moon Project, as detailed in this PEA, contains sufficient supporting information to substantiate a positive preliminary economic outlook. The Blue Moon deposit hosts significant resources enriched in zinc, copper, silver, and gold, suitable for underground mining and conventional processing methods. No fatal flaws have been identified at this stage. The report’s findings justify advancing the Project to a preliminary feasibility study.
| 25.2 | Geological Setting, Exploration, and Resources |
The Blue Moon Project exhibits a typical volcanogenic massive sulphide (VMS) system with mineralization enriched in zinc, copper, lead, gold, and silver. Current drilling defines mineralization extending over 900 m in strike length and to depths of approximately 300 m. Recent exploration programs successfully expanded and confirmed mineralized zones, highlighting considerable potential for resource growth through continued exploration drilling. Updated resource estimates indicate substantial Indicated Resources of 3.7 million tons grading 13.46% zinc equivalent and Inferred Resources of 4.4 million tons grading approximately 12.12% zinc equivalent.
| 25.3 | Mining Methods and Infrastructure |
The recommended underground longhole retreat mining method is appropriate for the Blue Moon deposit, offering safe and efficient extraction at planned production levels. Infrastructure plans, including processing facilities, road enhancements, and tailings management, require detailed engineering but are considered achievable and within industry standards.
| 25.4 | Metallurgy and Processing |
Metallurgical tests confirm effective and robust recovery rates using conventional flotation and gravity separation methods, achieving approximately 95% recovery for zinc, 93.1% for copper, and economically significant recoveries for silver and gold. The testing validated that concentrates produced meet or exceed industry-standard specifications for marketability, providing strong support for the economic and technical feasibility of the proposed processing techniques. Further testwork during feasibility studies is recommended to refine and optimize processing parameters.
| Blue Moon Mine | 169 | March 2025 |
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| 25.5 | Environmental, Permitting, and Social Impact |
The Project is expected to have a positive social impact. An initial review of environmental risks indicates that any negative impacts can be managed through appropriate engineering controls, implementation of an environmental and social management system, and adequate resources for technical staff and monitoring equipment/analysis. Specific permitting requirements will need to be confirmed with Mariposa County as the Project advances.
| 25.6 | Capital and Operating Costs |
Preliminary capital cost estimates for the Blue Moon Project are approximately US$209 million (LOM), inclusive of mine development, processing plant construction, and necessary infrastructure improvements. Total operating costs are estimated at approximately US$116.24 per tonne milled. More detailed engineering studies are recommended to further refine these estimates, optimize project economics, and reduce uncertainties associated with early-stage assessments.
| 25.7 | Economic Analysis |
This PEA is preliminary in nature. It includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
The base case cash flow projection displays positive economic returns, supporting the potential viability of the plant-feed material included in the LOM production forecast.
| Blue Moon Mine | 170 | March 2025 |
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26.0 RECOMMENDATIONS
The following recommended work program adopts a two-phased approach to the further development of the project. BMM intends to construct an exploration decline to access a broader portion of the mineral deposit. Drilling of the deposit from underground offers technical and cost benefits over surface drilling; therefore, development an exploration decline is recommended. BMM must obtain permits prior to construction of the decline. Phase 1 of the work program includes the steps necessary to obtain the required permitting for construction. Phase 1 culminates with the decision to advance to Phase 2; the construction of the exploration decline. Section 26.1 and Section 26.2 describe the work program phases in detail.
| 26.1 | Phase 1: Planning, Hiring and Permitting |
Following the completion of the PEA, BMM plans to initiate permitting for the development of an exploration decline which, by providing underground access, will allow more efficient exploration core drilling as well as facilitating the geotechnical, hydrogeological, and metallurgical studies which are to be carried out in Phase 2.
Concurrently, Blue Moon intends to expand its team by recruiting additional California-based staff to manage the project’s continued development.
It is recommended that BMM complete the ongoing collation and digitization of paper records from previous work on the Property as a guide to future exploration and development work.
To the extent possible, core from earlier drill programs not already stored securely should also be preserved and examined to provide geological and geotechnical data relevant to the Project.
| 26.2 | Phase 2: Exploration Decline Development and Further Studies |
| 26.2.1 | Exploration Decline Development |
Upon finalizing the permitting process for the exploration decline, BMM intends to tender and award a construction contract for its development. The decline’s construction is anticipated to take around one year and will support underground exploration and geotechnical drilling, reducing both surface disturbance and drilling costs. Additionally, the decline will be designed for dual functionality, serving as the primary access and haulage way once the mine is in operation. It is projected to extend to a depth of approximately 1,000 feet below the surface.
| 26.2.2 | Geology and Exploration |
The Blue Moon mineralization remains open along strike to the south and at depth. A program of exploration drilling is suggested in order to improve confidence in the resource estimate, aimed at bringing at least part of the Inferred Resource into the Indicated category. That drilling would permit geotechnical logging of the core and generate fresh samples on which to conduct metallurgical testwork. As proposed, therefore, Phase 2 includes an exploration drilling program comprising 13 holes totaling 10,650 m, to be conducted from the decline described above. Beyond mineral resource expansion, the program aims to improve understanding of underground geotechnical conditions to refine assumptions regarding stope spans, backfill strength and mining dilution, providing critical data for future mine planning efforts.
| Blue Moon Mine | 171 | March 2025 |
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| 26.2.3 | Hydrogeological Fieldwork |
Pump-testing of existing boreholes should be used to confirm their adequacy as a source of make-up water for the proposed process plant. Additional hydrogeological field work will be conducted to better define mine dewatering requirements during mine operation.
| 26.2.4 | Metallurgical Testwork |
Metallurgical testwork on representative composite samples of fresh core should be undertaken to (a) confirm the process design criteria currently based on results of earlier testwork; (b) establish whether barite, gypsum, and/or pyrite can be recovered economically; (c) investigate the occurrence of gallium, germanium and indium in the concentrates. Drill core from the exploration drilling program will be used for this purpose, and the testwork should include:
| • | Pre concentration amenability tests to investigate upgrading of the mineralization and the potential to extract barite and /or gypsum before grinding. |
| • | Detailed mineralogical characterization studies. |
| • | Deportment studies for gold, silver and potential critical metals, such as gallium, germanium and indium. |
| • | Hardness and comminution tests. |
| • | Additional gravity testwork. |
| • | Further flotation optimization batch tests followed by locked cycle tests. |
| • | Tailings characterization studies. |
Based on the additional testwork described above, the process flowsheet and equipment sizing may be refined, and the location of the plant and ancillary services may be optimized to minimize capital and operating costs and improve the quality of concentrates produced.
| 26.2.5 | Environmental and Social |
Recommendations considered important for ongoing development of the Project include the following:
| 1. | Update all baseline studies and undertake additional surveys and testwork to ensure comprehensive understanding of environmental and social conditions. Particular attention should be paid to geochemical properties, seasonal differences in water bodies and biodiversity (migratory birds and mammals), potential nesting sites for birds of prey, and socio-economic conditions. |
| 2. | Demarcate any known cultural heritage sites and design infrastructure and access routes to avoid them, in collaboration with regulatory authorities. |
| 3. | Communicate with regulatory authorities and other relevant stakeholders to better determine the presence/absence of threatened/protected species and potential migration routes for mammals and birds. |
| 4. | Consider installing basic monitoring infrastructure, such as a weather station and groundwater monitoring boreholes to support ongoing baseline data collection. |
| Blue Moon Mine | 172 | March 2025 |
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Blue Moon Metals Inc. |
| 5. | Ensure all stakeholder interactions, including informal meetings, are documented and filed to assist the community relations and communications teams in future should the Project proceed to an operational mine. |
| 6. | Integrate sensitive/protected areas into the GIS used by the exploration team, to minimize the risk for damage, for example cultural heritage sites and known wildlife habitats. |
| 7. | Ensure all future exploration drill holes are properly closed up, to minimize land disturbance and avoid future problems with water connectivity. Establish a formal procedure for this and ensure the closure of all drill sites is properly documented. |
| 8. | Regularly review the project design, to adapt to emerging environmental and social risks and incorporate the latest available technologies for energy efficiency and environmental protection. |
| 26.2.6 | Feasibility Study |
The results of the Phase 2 field work programs will inform a Feasibility Study (“FS”) undertaken to refine the Project’s economic and technical parameters, reduce project risks, and enhance resource confidence, while supporting permitting efforts. Upon completion of a FS, a formal construction decision will be made by the BMM board of directors.
| 26.3 | Work Program |
A provisional budget estimate for the aforementioned work programs is outlined in Table 26.1.
Table 26.1
Blue Moon Preliminary Feasibility Study Work Program
| Activity | Amount (US$’000) | |||
| Phase 1 | ||||
| Permitting of Exploration Decline | 500 | |||
| Digitization of drill logs and other paper records | 25 | |||
| Relogging and preservation of historical core | 45 | |||
| Hiring of California-based project development team | 230 | |||
| Exploration decline design, tender & award | 200 | |||
| Phase 1 work program subtotal | 1,000 | |||
| Phase 2 | ||||
| Exploration Decline construction and underground development | 21,635 | |||
| Exploration drilling, logging, surveys and assaying | 3,730 | |||
| Hydrogeological field work | 120 | |||
| Metallurgical testwork program on fresh core | 600 | |||
| Environmental testwork and monitoring, social studies | 500 | |||
| FS and updated Technical Report | 2,500 | |||
| Phase 2 work program subtotal | 29,085 | |||
| Total | 30,085 | |||
| Blue Moon Mine | 173 | March 2025 |
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27.0 REFERENCES
Anonymous, 1957, California Division of Mines and Geology Vol 53, Numbers 1 and 2, Mines and Mineral Deposits of Mariposa County, California; p. 35
Briggs, B. 1989, Westmin Mines Limited Blue Moon Project Mining Plan, private company report dated December 1989.
Carpenter, Tom, 2023, Summary of the gravity survey conducted for Keystone Mines Inc. on the Blue Moon Project, September 25 through 30, 2023, 20 pp.
Cedar Creek Associates Inc., 1988. Terrestrial Wildlife Resource Report for the Blue Moon Project.
D&S Whitcombe, 1991, Mariposa Community Profile Project. Eric, John H., and Cox, Manning W., 1948, Zinc deposits of the American Eagle- Blue Moon area, Mariposa County, California: California Div. Mines Bull. 144, pp. 133-150.
Giroux, G.H. and O’Connor, L.J., 2018, Resource Estimate for the Blue Moon Massive Sulfide Occurrence, Mariposa County, CA, Technical Report for Blue Moon Zinc, 70 pp.
Graham, R.W., 1987, The Geology and Geochemistry of the Blue Moon Polymetallic Sulfide Deposit, Mariposa County, California, M.S. Thesis, Colorado School of Mines, 163 pp.
Hendricksen, A.H. and Wilson, S., 2023, Technical Report for the Blue Moon Mine Township 4 South, Range 16 East MDB&M, Mariposa County, California, November 19, 2023, 74pp.
Hutchinson, R.W., 1973, Volcanogenic sulfide deposits and their metallogenic significance: Economic Geology, v. 68, p 1223-1246.
Knight Piésold, 1988, Seismicity Study Blue Moon Project.
Knight Piésold, 1988, Hydrogeological Investigations and groundwater Modelling.
Knight Piésold, 1989, Blue Moon - Hydrogeological Investigations and Groundwater Modelling
Lakefield Research, An Investigation of The Recovery of Copper, Lead and Zinc from Blue Moon Project Samples Submitted by Westmin Resources Limited, Progress Report No. 1, dated November 22, 1988.
Leader, J. 1987, Colony Pacific Explorations Ltd. Blue Moon Project Mariposa California, private company report, dated November 27, 1997.
Main, J. 2024, Aggregate Sales Opportunity from Blue Moon Mining Project, memorandum from Compass Land Group to Blue Moon Metals, dated November 14, 2024.
Martin, R.C. 1988, Volcanogenic massive sulfide belt of the Western Sierra Nevada foothills, California Geology, September 1998, p 1995-204.
Meade H. D. 2002, Summary Report on Geological, Engineering and Economic Evaluation on Blue Moon Property Mariposa County, California. Private report prepared for Expatriate Resources Ltd., dated September 12, 2002.
Meade H.D. and MacVeigh, G. 1995, Blue Moon, private company report for Westmin Resources Limited dated October 1995.
Meade H. D. 1996, Addendum to Blue Moon Report, private company report for Westmin Resources Limited, dated April 3, 1996.
| Blue Moon Mine | 174 | March 2025 |
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Meade, H. D. 1996, Blue Moon Project, Mariposa County, California, Executive Summary, private company report for Westmin Resources Limited, dated December 1996.
Morris, R.J. and Giroux, G. 2008, Resource Estimate for the Blue Moon Massive Sulphide Occurrence, 4 3-101 Report for Savant Explorations Ltd., February 7, 2008.
Napton & Greathouse, 1988, Cultural Resource Study.
Philips & Plumley, 1989, Mine Waste Classification, Blue Moon Property
Riverside Technology Inc., 1989, Water Resources Technical Report for the Blue Moon Project Underground Exploration Program.
Terry, D.A., 1998, Exploration Proposal for the Blue Moon Project, Mariposa County, California, private company report for Boliden Limited, June 11, 1988.
| Blue Moon Mine | 175 | March 2025 |
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28.0 DATE AND SIGNATURE PAGE
RESOURCE DEVELOPMENT ASSOCIATES INC.
“ Scott Wilson” {signed and sealed as of the report date}
| Scott E. Wilson, C.P.G. SME-RM | Report Date: April 14, 2025 |
| Principal | Effective Date: March 03, 2025 |
MICON INTERNATIONAL LIMITED
“ Peter Szkilnyk” {signed and sealed as of the report date}
| Peter Szkilnyk, P.Eng. | Report Date: April 14, 2025 |
| Mining Lead | Effective Date: March 03, 2025 |
“ Alan San Martin” {signed and sealed as of the report date}
| Alan J. San Martin, P.Eng. | Report Date: April 14, 2025 |
| Senior Mining Engineer | Effective Date: March 03, 2025 |
“ Richard Gowans” {signed and sealed as of the report date}
| Richard M. Gowans, P.Eng. | Report Date: April 14, 2025 |
| Principal Metallurgist | Effective Date: March 03, 2025 |
“ Abel Obeso” {signed and sealed as of the report date}
| Abel Obeso, P.Eng. | Report Date: April 14, 2025 |
| Project Manager | Effective Date: March 03, 2025 |
“ Christopher Jacobs” {signed and sealed as of the report date}
| Christopher Jacobs, CEng, MIMMM | Report Date: April 14, 2025 |
| Mining Economist | Effective Date: March 03, 2025 |
| Blue Moon Mine | 176 | March 2025 |
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29.0 CERTIFICATES
Certificates for each of the Qualified Persons responsible for this Technical Report are include in this section.
| Blue Moon Mine | 177 | March 2025 |
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Scott E. Wilson
I, Scott E. Wilson, CPG, SME-RM, of Highlands Ranch, Colorado, as co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, do hereby certify that:
| 1. | I am currently employed as President by Resource Development Associates, Inc., 10262 Willowbridge Way, Highlands Ranch, Colorado USA 80126. |
| 2. | I graduated with a Bachelor of Arts degree in Geology from the California State University, Sacramento in 1989. |
| 3. | I am a Certified Professional Geologist and member of the American Institute of Professional Geologists (CPG #10965) and a Registered Member (#4025107) of the Society for Mining, Metallurgy and Exploration, Inc. |
| 4. | I have been employed as both a geologist and a mining engineer continuously for a total of 34 years. My experience included resource estimation, mine planning, geological modeling, geostatistical evaluations, project development, and authorship of numerous technical reports and preliminary economic assessments of various projects throughout North America, South America and Europe. I have employed and mentored mining engineers and geologists continuously since 2003. |
| 5. | I have read the definition of “Qualified Person” set out in National Instrument 43-101 (“NI 43-101) and certify that by reason of my education, affiliation with a professional association (as defined in NI 43-101) and past relevant work experience, I fulfill the requirements to be a “Qualified Person” for the purposes of NI 43-101. |
| 6. | I conducted a personal inspection of the Blue Moon Project on November 5 to 6, 2024. |
| 7. | I am responsible for Sections 1.2-1.5, 1.7, 4-12, 14, 23, 25.2, and 26 (except 26.2.4 and 26.2.5) of the Technical Report. |
| 8. | I am independent of the Issuer as independence is described in Section 1.5 of NI 43-101. |
| 9. | The Issuer retained my services in August 2023 to independently estimate mineral resources for the Project. |
| 10. | I have read NI 43-101 and Form 43-101F1, and this Technical Report was prepared in compliance with NI 43-101. |
| 11. | As of the effective date of this Technical Report, to the best of my knowledge, information and belief, the portions of the Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make the portions of the Technical Report for which I am responsible not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“Scott Wilson” {signed and sealed}
Scott E. Wilson, CPG, SME-RM
President
| Blue Moon Mine | 178 | March 2025 |
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Peter Szkilnyk, P.Eng.
As the co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, I, Peter Szkilnyk, do hereby certify that:
| 1. | I am employed as Principal Mining Engineer by, and carried out this assignment for, Micon International Limited, Suite 601, 90 Eglinton Ave. East, Toronto, Ontario M4P 2Y3, tel. (416) 362-5135, email: pszkilnyk@micon-international.com. |
| 2. | I hold the following academic qualifications: |
B.ASc (Mining Engineering), Queen’s University, 2008
M.B.A., Smith School of Business, Queen’s University, 2018
| 3. | I am a licensed Professional Engineer in the Province of Ontario (PEO license #100182869) and a member in good standing of the Canadian Institute of Mining, Metallurgy and Petroleum. By virtue of my education, professional registration, and relevant work history, I fulfill the requirements of a Qualified Person as defined in NI 43-101. |
| 4. | I have over 15 years of progressive experience in the mining industry, including roles in mine engineering, technical due diligence, M&A evaluation, mineral reserve estimates, and strategic planning for both open-pit and underground operations. During my career, I have participated in multiple scoping, prefeasibility, and feasibility studies across various commodities, led or supported due diligence reviews for corporate development activities, and served as a technical consultant on projects in Canada and internationally. |
| 5. | I have not visited the Blue Moon Property that is the subject of this report. |
| 6. | I have had no prior involvement with the Blue Moon Property which is the subject of this Technical Report. |
| 7. | I am responsible for Sections 1.8, 1.9, 15, 16 (except 16.2 and 16.3), 21.2.1, and 25.3 of this Technical Report. |
| 8. | I am independent of Blue Moon Metals Inc. and its related entities, as defined in Section 1.5 of NI 43-101. |
| 9. | I have read NI 43-101 and the Sections of this report for which I am responsible have been prepared in compliance with the instrument. |
| 10. | As of the date of this certificate to the best of my knowledge, information and belief, the sections of this Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make this report not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“Peter Szkilnyk” {signed and sealed as of the report date}
Peter Szkilnyk, P.Eng
Principal Mining Engineer
| Blue Moon Mine | 179 | March 2025 |
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Alan J. San Martin, B.Eng., P.Eng.
As the co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, I, Alan J. San Martin, do hereby certify that:
| 1. | I am employed by, and carried out this assignment for, Micon International Limited, whose address is Suite 601, 90 Eglington Ave. East, Toronto, Ontario M4P 2Y3., tel: (416) 362-5135, e-mail asanmartin@micon-international.com. |
| 2. | I hold the following academic qualifications: |
Bachelor’s degree in Mining Engineering (B.Eng.) from the National University of Piura, Peru, 1999.
| 3. | I am a registered Professional Engineer of Ontario (PEO License # 100568064); as well, I am a member in good standing of: |
Canadian Institute of Mining, Metallurgy and Petroleum, Member ID 151724.
Colegio de Ingenieros del Perú (CIP), Membership # 79184.
| 4. | I have been working as a mining engineer and geoscientist in the mineral industry for over 25 years; |
| 5. | I am familiar with the current NI 43-101 and, by reason of education, experience and professional registration as Licensed Professional Engineer, I fulfill the requirements of a Qualified Person as defined in NI 43-101. My work experience includes 5 years as Mining Engineer in exploration (Peru), 4 years as Resource Estimator in exploration (Ecuador) and 16 years as mining consultant in Canada; |
| 6. | I have read NI 43-101 and Form 43-101F1 and the portions of this Technical Report for which I am responsible have been prepared in compliance with that instrument and form. |
| 7. | I visited the Blue Moon Property that is the subject of this report on November 5 to 6, 2024. |
| 8. | I have had no prior involvement with the Blue Moon Property which is the subject of this Technical Report. |
| 9. | I am independent of Blue Moon Metals Inc. and its related entities, as defined in Section 1.5 of NI 43-101. |
| 10. | I am responsible for Sections 16.2 and 16.3 of this Technical Report. |
| 11. | As of the date of this certificate, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make this technical report not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“Alan San Martin” {signed and sealed}
Alan J. San Martin, P.Eng.
Senior Mining Engineer
| Blue Moon Mine | 180 | March 2025 |
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Richard M. Gowans, P.Eng.
As the co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, I, Richard Gowans do hereby certify that:
| 1. | I am employed by, and carried out this assignment for, Micon International Limited, Suite 601, 90 Eglinton Ave. East, Toronto, Ontario M4P 2Y3, tel. (416) 362-5135, e-mail rgowans@micon-international.com. |
| 2. | I hold the following academic qualifications: |
B.Sc. (Hons) Minerals Engineering, The University of Birmingham, U.K.1980.
| 3. | I am a registered Professional Engineer of Ontario (membership number 90529389); as well, I am a member in good standing of the Canadian Institute of Mining, Metallurgy and Petroleum. |
| 4. | I am familiar with NI 43-101 and by reason of education, experience and professional registration, fulfill the requirements of a Qualified Person as defined in NI 43-101. I have worked for over 30 years in a wide range of technical areas as a consultant, manager and engineer; including mineral processing, hydrometallurgy, pyrometallurgy, logistics and infrastructure design and review, and capital and operating cost estimation. |
| 5. | I have read NI 43-101 and this Technical Report has been prepared in compliance with the instrument. |
| 6. | I have not visited the Blue Moon Property which is the subject of this Technical Report. |
| 7. | I have had no prior involvement with the Blue Moon Property which is the subject of this Technical Report. |
| 8. | I am independent of Blue Moon Metals Inc. and its related entities, as defined in Section 1.5 of NI 43-101. |
| 9. | I am responsible for Sections 1.6, 1.10, 13, 17, 21.2.2, 25.4, and 26.2.4 of this Technical Report. |
| 10. | As of the date of this certificate, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make this technical report not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“ Richard Gowans” {signed and sealed}
Richard Gowans P.Eng.
Principal Metallurgist
| Blue Moon Mine | 181 | March 2025 |
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Blue Moon Metals Inc. |
Abel Obeso, P.Eng.
As the co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, I, Abel Obeso do hereby certify that:
| 1. | I am employed by, and carried out this assignment for, Halyard Inc, 212 King Street W, Suite 501, Toronto, Ontario, M5H1K5; parent company of Micon International Limited, Suite 601, 90 Eglinton Ave. East, Toronto, Ontario M4P 2Y3, tel. (437) 248-8350, e-mail abel@halyard.ca. |
| 2. | I hold the following academic qualifications: |
M.Sc. Industrial Engineering, Universidad de Oviedo, Escuela Politécnica de Ingeniería de Gijón (EPSIG), Spain, 2011.
| 3. | I am a registered Professional Engineer in Ontario (P.Eng., License 100559895) and British Columbia (P.Eng., License 61181). |
| 4. | I am familiar with NI 43-101 and, by reason of education, experience, and professional registration, fulfill the requirements of a Qualified Person as defined in NI 43-101. My work experience includes 4 years in the management of technical studies and design of metallurgical processing plants. |
| 5. | I have read NI 43-101 and this Technical Report has been prepared in compliance with the instrument. |
| 6. | I have not visited the Blue Moon Property which is the subject of this Technical Report. |
| 7. | I have had no prior involvement with the Blue Moon Property which is the subject of this Technical Report. |
| 8. | I am independent of Blue Moon Metals Inc. and its related entities, as defined in Section 1.5 of NI 43-101. |
| 9. | I am responsible for Sections 1.11, 18, and 21.1.3-21.1.5 of this Technical Report. |
| 10. | As of the date of this certificate, to the best of my knowledge, information and belief, the Technical Report contains all scientific and technical information that is required to be disclosed to make this technical report not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“ Abel Obeso” {signed and sealed as of the report date}
Abel Obeso P.Eng.
Mechanical Engineer / Project Manager
| Blue Moon Mine | 182 | March 2025 |
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Blue Moon Metals Inc. |
Christopher Jacobs, CEng, MIMMM
As the co-author of this report for Blue Moon Metals Inc. entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” dated April 14, 2025, with an effective date of March 03, 2025, I, Christopher Jacobs, do hereby certify that:
| 1. | I am employed as Mining Economist by, and carried out this assignment for, Micon International Limited, Suite 601, 90 Eglinton Ave. East, Toronto, Ontario M4P 2Y3, tel. (416) 362-5135, email: cjacobs@micon-international.com. |
| 2. | I hold the following academic qualifications: |
B.Sc. (Hons) Geochemistry, University of Reading, 1980;
M.B.A., Gordon Institute of Business Science, University of Pretoria, 2004.
| 3. | I am a Chartered Engineer registered with the Engineering Council of the U.K. (registration number 369178), as well, I am a member in good standing of: |
The Institute of Materials Minerals and Mining
The Canadian Institute of Mining, Metallurgy and Petroleum
| 4. | I am familiar with NI 43-101 and by reason of education, experience and professional registration, fulfill the requirements of a Qualified Person as defined in NI 43-101. I have worked in the minerals industry for more than 45 years; my work experience includes 10 years as an exploration and mining geologist on gold, platinum, copper/nickel and chromite deposits; 10 years as a technical/operations manager in both open-pit and underground mines; 3 years as strategic (mine) planning manager and the remainder as an independent consultant, in which capacity I have worked on a variety of deposits including gold and base metals. |
| 5. | I visited the Blue Moon Property that is the subject of this report on November 5 to 6, 2024. |
| 6. | I have had no prior involvement with the Blue Moon Property which is the subject of this Technical Report |
| 7. | I am responsible for Sections 1.1, 1.12-1.15, 2, 3, 19, 20, 21.1.1, 21.1.2,21.1.6, 21.2.3, 21.2.4, 22, 24,25.5-25.7, 26.2.5 and 27 of this Technical Report. |
| 8. | I am independent of Blue Moon Metals Inc. and its related entities, as defined in Section 1.5 of NI 43-101. |
| 9. | I have read NI 43-101 and the Sections of this report for which I am responsible have been prepared in compliance with the instrument. |
| 10. | As of the date of this certificate to the best of my knowledge, information and belief, the sections of this Technical Report for which I am responsible contain all scientific and technical information that is required to be disclosed to make this report not misleading. |
Report dated April 14, 2025, with an effective date of March 03, 2025.
“Christopher Jacobs” {signed and sealed as of the report date}
Christopher Jacobs, CEng, MIMMM
Mining Economist
| Blue Moon Mine | 183 | March 2025 |
Exhibit 99.88
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Autorité des marchés financiers
I, Peter Szkilnyk, P.Eng., consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
| “Peter Szkilnyk” {signed} | |
| Peter Szkilnyk, P. Eng. |
Exhibit 99.89
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Autorité des marchés financiers
I, Scott Wilson, C.P.G, RDA, consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
| (signed/sealed) Scott Wilson | |
| Scott Wilson, C.P.G., RDA |
Exhibit 99.90
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Autorité des marchés financiers
I, Alan J. San Martin, P.Eng., consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
| “Alan J. San Martin” {signed} | |
| Alan J. San Martin, P.Eng. |
Exhibit 99.91
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
| Alberta Securities Commission | |
| Autorité des marchés financiers |
I, Richard Gowans, P.Eng., consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
“Richard Gowans” {signed}
Richard Gowans, P.Eng.
Exhibit 99.92
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
| Alberta Securities Commission | |
| Autorité des marchés financiers |
I, Abel Obeso Muniz, P.Eng., consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
“Abel Obeso Muniz” {signed}
Abel Obeso Muniz, P. Eng.
Exhibit 99.93
CONSENT
April 15, 2025
| To: | British Columbia Securities Commission |
| Alberta Securities Commission | |
| Autorité des marchés financiers |
I, Christopher Jacobs, CEng, MIMMM, consent to the public filing of the technical report entitled “NI 43-101 Technical Report for the Preliminary Economic Assessment of the Blue Moon Mine, Mariposa County, California” and dated April 14, 2025 (the “Technical Report”) by Blue Moon Metals Inc. (the “Issuer”), with the above listed commissions and with any other applicable regulatory authorities.
I also consent to any extracts from or a summary of the Technical Report in the Issuer’s news releases dated March 3, 2025 and April 15, 2025. I certify that I have read the Issuer’s news releases dated March 3, 2025 and April 15, 2025, and that they fairly and accurately represent the information in the sections of the technical report for which I am responsible.
“Christopher Jacobs” {signed}
Christopher Jacobs, CEng, MIMMM
Exhibit 99.94
| ||
| Date: | April 15, 2025 | |
| News Release: | 25-09 | |
| Ticker Symbols: | TSXV: MOON; OTCQB: BMOOF | |
BLUE MOON METALS SECURES CONGRESSIONAL SUPPORT AND BLM APPROVAL FOR AN UNDERGROUND EXPLORATION PROGRAM AT THE BLUE MOON CRITICAL MINERALS PROJECT IN MARIPOSA COUNTY, CALIFORNIA
TORONTO, Ontario – April 15, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQB: BMOOF), is pleased to announce approval by the Bureau of Land Management (“BLM”) for a portal and tunnel to enable underground mineral exploration activities at the Blue Moon volcanogenic massive sulphide (“VMS”) deposit (the “Project”), located in Mariposa County, California. The BLM’s approval represents a significant permitting milestone for development of the Project, as the initial portal and decline will provide access for infill and exploration drilling, allow for examination of geology, rock mechanics, and underground mining conditions, and be utilized once the mine moves into production as the main haulage route. The BLM’s approval allows for immediate commencement of the underground exploration program.
As a result of this development, management has commenced the detailed exploration decline engineering and has initiated an RFP (request for proposal) process to select a mining contractor. The decline is expected to start construction in Q3-2025 and support a feasibility study which is expected to be completed in 24 months. The total program as outlined in the Preliminary Economic Assessment (“PEA”) technical report for the Blue Moon Mine, is expected to cost US$31M, and result in approximately 20 new jobs in Mariposa County, California over that period. One of the additional goals of this program is to conduct additional work to evaluate the potential addition of barite, pyrite, gypsum, aggregates, gallium, germanium and/or indium to a future mineral resource as well as the associated economic potential, as these were not focus products for prior operators of the mine. The Company is expected to fund this program through a combination of a potential royalty sale, equity and/or the existing undrawn Hartree Partners standby facility. The Project currently only has one third-party royalty, capped at US$500,000.
The BLM’s approval is consistent with an Executive Order issued by President Donald Trump on March 20, 2025 calling for immediate measures to increase American mineral production, including streamlining permitting processes and prioritizing domestic mineral production projects. Soon after the issuance of the Executive Order, United States Congressman Tom McClintock, Member of the House Committee on Natural Resources, issued a letter of support for the Project to BLM, noting “…approval of the Blue Moon Mining Project would result in the mining of multiple critical metals, such as zinc, copper, gallium, germanium, and barite, which would reduce the United States' dependency on foreign critical minerals.” Congressman McClintock further urged the BLM to identify the Blue Moon Project as a “Priority Project” that, pursuant to the Executive Order, “…can be immediately approved or for which permits can be immediately issued and take all necessary or appropriate actions within the agency’s authority to expedite and issue the relevant permits or approvals.”
The CEO of Blue Moon, Christian Kargl-Simard stated:
"This project was identified by Westmin in the 1980s as a high-grade VMS project with strong metallurgy, which they completed a historical prefeasibility study on and advanced permitting. The project is now advancing rapidly with the focus on domestic production of critical metals. The PEA results announced on March 3, 2025 summarized top decile economics for a mining project, and at current spot prices the after-tax rate of return is over 50%. We are grateful for the support of multiple layers of government in the US to dedicate resources and expediency to advancing critical metals projects. With the strong economics of the project, we can deliver the Blue Moon Project using the highest environmental and social standards, and demonstrate to the county, where the California Gold Rush took place, what modern responsible mining looks like. With this approval, all three of Blue Moon’s critical metals projects have permits for underground exploration and development activities.”
This development supersedes and accelerates the permitting approach outlined in the PEA for the Blue Moon Mine, which had an effective date of March 3, 2025. The independent National Instrument (“NI”) 43-101 Technical Report has now been filed on SEDAR+. The study was commissioned by Blue Moon and carried out by Micon International Ltd. and Resource Development Associates, Inc. It provides a base case assessment for the development of the Project as an underground mine with onsite production of saleable concentrates for zinc and copper.
Page 1 of 3
| ||
| Date: | April 15, 2025 | |
| News Release: | 25-09 | |
| Ticker Symbols: | TSXV: MOON; OTCQB: BMOOF | |
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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
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 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.
Page 2 of 3
| ||
| Date: | April 15, 2025 | |
| News Release: | 25-09 | |
| Ticker Symbols: | TSXV: MOON; OTCQB: BMOOF | |
Forward-looking information is provided herein for the purpose of giving information about the Project and its 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.
Page 3 of 3
Exhibit 99.95
| ||
| Date: | April 15, 2025 | |
| News Release: | 25-10 | |
| Ticker Symbols: | TSXV: MOON; OTCQX: BMOOF | |
BLUE MOON METALS ANNOUNCES GRADUATION TO THE OTCQX MARKET
TORONTO, Ontario – April 15, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQX: BMOOF), is pleased to announce that its common shares are now trading on the OTCQX® Best Market under the ticker symbol "BMOOF". This represents an upgrade from the OTCQB® Venture Market and marks another milestone in the Company's continued growth.
The OTCQX Market is the highest tier of the U.S. OTC markets and is designed for established, investor-focused companies. Trading on the OTCQX is expected to enhance the Company's visibility and provide improved accessibility for U.S investors.
"We are proud to have achieved this next step in our market presence" said Christian Kargl-Simard, CEO of Blue Moon. “This upgrade strengthens our exposure in the U.S capital markets and reflects the ongoing progress of our team in building a critical metals mining business in the U.S. initially around the Blue Moon Mine. We're excited about the increased opportunity this brings to connect with like-minded investors and partners."
About Blue Moon
Blue Moon is advancing 3 brownfield polymetallic projects, including the Nussir copper-gold-silver project in Norway, the Blue Moon zinc-gold-silver-copper project in the United States and the NSG copper-zinc-gold-silver project in Norway. 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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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.
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.
Page 1 of 2
| ||
| Date: | April 15, 2025 | |
| News Release: | 25-10 | |
| Ticker Symbols: | TSXV: MOON; OTCQX: BMOOF | |
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 Project and its 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.
Page 2 of 2
Exhibit 99.96
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Christian Kargl-Simard, Chief Executive Officer of Blue Moon Metals Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Blue Moon Metals Inc. (the “issuer”) for the financial year ended December 31, 2024. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: April 11, 2025
Signed “Christian Kargl-Simard”
Chief Executive Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-1 09 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
1
Exhibit 99.97
Form 52-109FV1
Certification of Annual Filings
Venture Issuer Basic Certificate
I, Frances Kwong, Chief Financial Officer of Blue Moon Metals Inc., certify the following:
| 1. | Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Blue Moon Metals Inc. (the “issuer”) for the financial year ended December 31, 2024. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the annual filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the annual filings. |
Date: April 11, 2025
Signed “Frances Kwong”
Chief Financial Officer
NOTE TO READER
In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of
i) controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii) a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-1 09 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.
1
Exhibit 99.98

BLUE MOON METALS INC.
MANAGEMENT’S DISCUSSION AND ANALYSIS
FOR THE YEAR ENDED DECEMBER 31, 2024
The following management discussion and analysis (“MD&A”) of Blue Moon Metals Inc. (“Blue Moon” or the “Company”) has been prepared as of April 11, 2025, and provides an analysis of the Company’s results of operations for the year ended December 31, 2024.
This discussion is intended to provide investors with a reasonable basis for assessing the financial performance of the Company as well as certain forward-looking statements relating to its potential future performance. The information should be read in conjunction with the Blue Moon audited consolidated financial statements for the years ended December 31, 2024 and 2023, and the notes thereto, which have been prepared in accordance with IFRS Accounting Standards (“IFRS”). Blue Moon's material accounting policies are described in note 3 of the aforementioned audited consolidated financial statements. All of the financial information presented herein is expressed in Canadian dollars, unless otherwise indicated.
The operations of the Company are speculative due to the high-risk nature of the mining industry. Blue Moon faces risks that are generally applicable to its industry and others that are specific to its operations. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company’s operations. Such risk factors could materially affect the value of the Company’s assets, and future operating results of the Company and could cause actual results to differ materially from those described this MD&A. Reference is made to the discussion of forward-looking statements at the end of this document.
DESCRIPTION OF THE BUSINESS
Blue Moon is a mineral exploration and development company and is focused on advancing its three polymetallic brownfield projects in Tier 1 mining jurisdictions: the Nussir copper-gold-silver property in Norway, the Blue Moon zinc-copper-gold-silver property in California, USA, and the Sulitjelma copper-zinc property in Norway. All three projects have the potential to be developed into underground mines and the Company considers the Nussir project as its only material property at this time.
Blue Moon is listed on the TSX Venture Exchange under the symbol “MOON” and is quoted on the OTCQB under symbol “BMOOF”.
CORPORATE
Acquisitions
On February 26, 2025, the Company closed the previously announced acquisitions of Nussir ASA (“Nussir”), which owns the Nussir project and Nye Sulitjelma Gruver SA (“NSG”), which owns indirectly the Sulitjelma project (collectively, the “Transactions”). Both projects are brownfield projects in northern Norway. 99.7% of Nussir shareholders and 100% of NSG shareholders supported the respective transactions. On closing, Blue Moon issued a total of 29,776,149 common shares in Blue Moon (the “Consideration Shares”) to shareholders of Nussir and NSG for 93.55% of the issued and outstanding shares of Nussir and 100% of the issued and outstanding shares of NSG. The Consideration Shares so issued were subject to TSXV Tier 2 escrow schedule, to be released over thirty-six (36) months. The Company was eligible to graduate to a Tier 1 company, and submitted an application for the Tier 1 graduation. TSXV approval was granted for the Company to graduate to a Tier 1 company when the TSXV halt was lifted on March 14, 2025. As a Tier 1 company, the shorter Tier 1 escrow release schedule applied, resulting in an effective escrow period being that of the shortened Tier 1 escrow release schedule, with 25% released on the date of the TSXV bulletin, and thereafter on each of the six, twelve and eighteen months following the date thereof.
On March 6, 2025, the Company completed the acquisition of all the shares in Repparfjord Eiendom AS (“REAS”), a private Norwegian company, from Wergeland Eigedom AS (“WG”), along with associated ship loading equipment and infrastructure related to aggregate mining, port area and some properties adjacent to Nussir’s project (the “REAS Transaction”). REAS has a ground lease agreement with the Finnmark Estate, a legal entity established by law in Norway to manage most of the area in the Finnmark county where the Nussir project is located, for the use of the Øyen industrial land. Pursuant to the terms of the REAS Transaction, the Company paid 180 million NOK (approximately US$16 million) as consideration, this being a combination of 4.21 million Blue Moon Shares (the “WG Consideration Shares”) and approximately US$7.2 million in cash. As part of the REAS Transaction, the Company entered into an agreement with WG (the “Agreement”) whereby WG will be able to sublease part of the land to continue their aggregate production, for annual sublease payment fees to REAS, and WG also agreed to acquire certain agreed upon volumes of waste rock from the Nussir project for a minimum price of 15 NOK per tonne. The WG Consideration Shares are under the same Tier 1 escrow release schedule as the Consideration Shares of the Nussir and NSG Transactions.
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
As a result of the Nussir, NSG and REAS acquisitions, the Company acquired two brownfield critical minerals projects in a Tier 1 jurisdiction as well as most of the required infrastructure for the Nussir mine.
Equity financing
On March 7, 2025, the Company closed the second tranche of financing from Hartree of 175,000 shares for gross proceeds of $5.25 million. The shares were subject to a statutory hold period of four months and one day from the date of issuance. (See below for Hartree investment).
On February 26, 2025, the Company closed a non-brokered placement of 47,660 shares with an officer of the Company for gross proceeds of $142,980. The placement was priced at $3.00 per share and the shares were subject to a statutory hold period of four months and one day from the date of issuance.
On December 19, 2024, concurrent with the Nussir and NSG Transactions, the Company closed a brokered unit financing (the “Concurrent Financing”), for gross proceeds of $30,000,093, issuing 1,000,003 units (the “Units”) at $30.00 per Unit. Each Unit consists of one common share of Blue Moon (a “Unit Share”) and nine subscription receipts (the “Subscription Receipts”) with 10% of the price per Unit allocated to the Unit Share and 90% of the price per Unit allocated to that of the Subscription Receipts. The net proceeds of the Unit Share were released to the Company upon closing and were non-refundable. Net proceeds of the Subscription Units were held in escrow until the completion of the Transactions, when each Subscription Receipt was converted into one common share of the Company without payment of additional consideration, and the issued shares were subject to the customary four months plus one day from the date when the Subscription Receipts were issued (that is, until, April 20, 2025). On February 26, 2025, the Company closed the Transactions and the escrowed funds were released.
Strategic investors in the financing included:
Hartree Partners LP (“Hartree”)
Hartree subscribed to $7.25 million Units and had been granted an option to subscribe in up to $7.75 million worth of Blue Moon Shares at pre-agreed conditions. In return, Hartree received pro-rata pre-emptive rights in respect of future equity issuances of Blue Moon, as long as Hartree owns 5% of the issued and outstanding common shares, have the right to appoint an nominee to the Blue Moon board of directors (the “Board”) by the end of December 2025 and the right to participate on a technical committee. The Company agreed to enter into a long term offtake agreement for Nussir concentrate production, with a right of last offer for a portion of the offtake volumes at the Blue Moon and the NSG projects. In addition, Hartree and Blue Moon entered into an Memorandum of Understanding (“MOU”) for up to US$20 million secured bridge loan. On March 7, 2025, the Company closed the second tranche of financing from Hartree for an amount of $5.25 million.
Wheaton Precious Metals Corp. (“Wheaton”)
Wheaton subscribed to $4.95 million Units. In addition, an affiliate of Wheaton has acquired a corporate-wide right of first refusal (“ROFR”) on any precious metals streams or royalties on Blue Moon’s properties for $50,000.
Leonard Nilsen & Sønner AS (“LNS”)
LNS subscribed to approximately $4.2 million Units (equivalent of NOK33 million) in Blue Moon Shares and committed to two further tranches of approximately $1.1 million (equivalent of NOK8.5 million) each, with the first tranche being made at the start of the Nussir decline construction and the second being ten months after the start of decline construction. The subscription price for these additional tranches will be the higher of $0.30 per share or the maximum discount permitted by the Venture Exchange (“TSXV”). The discount is based on the following tiers:
| i) | up to 25% if the market price is between $0.01 and $0.50 per share; |
| ii) | up to 20% if the market price is between $0.51 and $2.00 per share; and |
| iii) | Up to 15% if the market price is above $2.00 per share. |
The market price is defined by the TSXV as the last Blue Moon trade that occurred on the TSXV prior to the pricing of the equity facility. The Company retains the right to delay the follow-on investments in the event the Company is in a blackout period, until such blackout period has ended. However, any such postponement cannot extend beyond December 31, 2026.
- 2 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
If LNS owns 5% of the issued and outstanding common shares, they have the right to appoint a Board member by the end of December 2025.
Nussir has entered into a mining contract with LNS for comprehensive mining services to the Company during the construction and operation of the Nussir project.
On August 30, 2024, the Company closed a non-brokered private placement for gross proceeds of $924,000. The private placement was priced at $0.35 per common share.
Share consolidation and graduation to TSX Tier 1
On March 3, 2025, the Company announced its intention to complete a share consolidation of one (1) post-consolidation share for every ten (10) pre-consolidation shares. On March 14, 2025, when trading resumed on the TSXV after being halted since the announcement of the Nussir and NSG Transactions, the common shares of the Company began trading on the TSXV on a post-consolidated basis. All references to number of shares and per share amounts have been retroactively restated to reflect the consolidation.
Board changes and management appointments
On February 26, 2025, following the completion of the Nussir and NSG Transactions, Francis Johnstone and Karin Thorburn, both formerly on the board of directors of Nussir, joined the Blue Moon board, while Patrick McGrath resigned. In addition, Skott Mealer joined as President and Chief Operating Officer, and Theodore Veligrakis joined as Vice President, Exploration.
On November 1, 2024, the Company appointed Christian Kargl-Simard as President and Chief Executive Officer and Frances Kwong as Chief Financial Officer and Corporate Secretary replacing Patrick McGrath and Varun Prasad, while Garfield MacVeigh and Christian Aramayo were appointed as advisors to the Board.
On October 17, 2024, the Company appointed Maryse Bélanger, Christian Kargl-Simard and Haytham Hodaly to the board of directors, replacing Pedro Fonesca and Jonathan Gagné.
On July 3, 2024, the Company appointed Pedro Fonesca to the board of directors, replacing Enrique Correa.
PROPERTY OVERVIEW AND DEVELOPMENT
Nussir Property (Finnmark, Norway)
On February 26, 2025, the Company acquired the Nussir project, a polymetallic deposit which contains copper, silver and gold located at the Finnmark county in northern Norway. It is an underground development project, that benefits from existing critical infrastructure located next to the property (access, power and port).
On February 27, 2025, the Company filed its maiden National Instrument (“NI”) 43-101 Technical Report, titled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” dated January 24, 2025, on www.sedarplus.com. It is available on the Company’s website at www.bluemoonmetals.com. The NI 43-101 Technical report includes the following highlights:
| · | The geological setting and character of the sedimentary-hosted copper mineralization identified to date on the Project and specifically at the Nussir and Ulveryggen deposits, are of sufficient enough merit to justify additional exploration expenditures. |
| · | A total 345 core drill holes, comprising 69,440 metres, have been completed to target the mineral resource. |
| · | Measured mineral resources for the Nussir deposit are 2.69 Mt grading 1.08% copper, 12.8 g/t silver, and 0.11 g/t gold. The Indicated mineral resources are 26.03 Mt grading 1.01% copper, 12.3 g/t silver and 0.11 g/t gold. The Inferred mineral resources are 31.99 Mt grading 1.01% copper, 14.6 g/t silver and 0.14 g/t gold. |
| · | For the Ulveryggen deposit, the Indicated mineral resources are 4.05 Mt grading 0.65% copper and the Inferred mineral resources are 3.70 Mt grading 0.68% copper. |
| · | The Nussir deposit is open to the west and to depth. This provides an opportunity to significantly extend Indicated resources. There are also a number of mineralized targets occurring both downdip and along strike of the mineralized exploration target that has been defined. |
| · | The Ulveryggen deposit is open to depth, and based on geochemical sampling and geophysics, there are drilling targets both along strike and down-dip. |
- 3 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
The updated MRE is shown below:
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. |
| 3. | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. |
| 4. | MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining. |
| 5. | Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. |
| 6. | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
On March 6, 2025, the Company acquired of all the shares of REAS, from WG. The acquisition includes critical infrastructure adjacent to the Nussir Project, notably the Øyen Industrial Land, a deep-water port facility with ship-loading and conveyor systems, a fully permitted and operating aggregate mine and buildings suitable for housing, administration and processing. This site is permitted and zoned for mining and processing activities and includes a large process plant building capable of supporting a 6,000 tpd flotation plant, along with access to low-cost industrial power.
Under the agreement, WG retains sublease rights for aggregate production and has committed to purchasing waste rock from Nussir at a minimum price of NOK 15 per tonne.
Blue Moon Property (California, USA)
The Blue Moon project is a polymetallic volcanogenic massive sulphide (“VMS”) deposit which contains zinc, gold, silver, copper and lead. 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 industrial service centre of Reno. Zinc and copper are currently on the USGS list of metals critical to the US economy and national security.
- 4 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
On October 10, 2024, the Company initiated a Preliminary Economic Assessment (“PEA”) on the Blue Moon project to be led by Micon International Ltd (“Micon”) and Resource Development Associates, Inc (“RDA”). On March 3, 2025, the Company announced an updated Mineral Resource estimate (“Mineral Resource Estimate” or “MRE”) and the results of the PEA for the Blue Moon VMS deposit, which will be summarized as an independent NI 43-101 Technical Report to be filed on or before April 16, 2025. The PEA demonstrated strong economic potential for the project, with key highlights including:
| PEA Base | -10% | +10% | Long-term | Spot Prices | ||
| Case | Pricing | Pricing | Consensus Price | (Feb. 2025 | ||
| Forecast(3) | avg.) | |||||
| After-Tax NPV ($M, 8% discount rate)(2) | $244 | $163 | $324 | $260 | $340 | |
| After-Tax IRR (%)(2) | 38% | 29% | 46% | 39% | 48% | |
| First 6 Years of After-Tax Cashflow ($M) | $367 | $293 | $442 | $382 | $458 | |
| Payback Period (years) | 2.4 | 2.9 | 2.0 | 2.3 | 1.9 | |
| C1 Cost ($/lb ZnEq) | $0.60 | $0.60 | $0.61 | $0.60 | $0.55 | |
| LOM Average Head Grade (ZnEq %) | 12.55 | 12.66 | 12.47 | 12.72 | 13.83 | |
| Nominal processing capacity (tonnes per day) | 1,800 | |||||
| Initial Capital Cost ($M) | $144.5 | |||||
| Sustaining Capital Cost ($M) | $64.5 | |||||
| Life of Mine (“LOM”) Capital Cost ($M) | $209.0 | |||||
| Average annual payable | Copper | 7,237 | 000'lbs | |||
| production (LOM) | Zinc | 62,260 | 000'lbs | |||
| Gold | 22,566 | oz | ||||
| Silver | 681,784 | oz | ||||
| ZnEq | 151,046 | 000'lbs | ||||
| Metal prices assumed | Copper $/lb | 4.20 | 3.78 | 4.62 | 4.75 | 4.23 |
| Zinc $/lb | 1.25 | 1.13 | 1.38 | 1.26 | 1.27 | |
| Gold $/oz | 2,200 | 1,980 | 2,420 | 2,181 | 2,895 | |
| Silver $/oz | 27.0 | 24.3 | 29.7 | 26.16 | 32.18 | |
Notes:
| (1) | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
| (2) | Assumes a 15-month construction period as the basis for the internal rate of return (“IRR”) and net present value (“NPV”) calculations. |
| (3) | Assumed TC/RC terms and long-term, consensus metal price forecast have been provided by Micon. |
| (4) | Capital cost estimates used for the PEA comprise budgetary quotes from vendors, historical pricing from comparable projects, and parametric calculations based on similar equipment and infrastructure. Estimates exclude planned exploratory underground development and infill drilling costs and other engineering study expenditures incurred prior to a construction decision. |
| (5) | C1 Cost is net of direct operating costs and royalties on a zinc-equivalent basis, forecast using activity-based cost estimation. |
| (6) | There are no current mineral reserves, prefeasibility or feasibility study on the property that is affected by this PEA. |
The PEA outlines a development plan for an underground mine with onsite production of saleable zinc and copper concentrates.
In conjunction with the PEA, the Company announced an updated MRE for the project, with an effective date of December 24, 2024. The MRE is available on the Company’s website and is based on 87 drill holes totalling 122,364 feet of drilling with 2,631 individual assay intervals. The estimate outlined the following resources:
Indicated Resources:
| Domain (Vein) |
ZnEq Cutoff |
Tons | ZnEq % | Cu % | Pb % | Zn % | Au opt | Ag opt |
| Main | 2.9% | 3,073,000 | 12.66 | 0.78 | 0.16 | 5.90 | 0.04 | 1.14 |
| East | 2.9% | 498,000 | 18.99 | 0.47 | 0.63 | 6.64 | 0.09 | 3.72 |
| West | 2.9% | 78,000 | 9.5 | 0.62 | 0.33 | 4.41 | 0.03 | 0.93 |
| Total | 3,650,000 | 13.46 | 0.73 | 0.23 | 5.97 | 0.04 | 1.49 | |
|
|
|
|
Metal |
Cu Mlbs |
Pb Mlbs |
Zn Mlbs |
Au Moz |
Ag
|
| Main | 47.94 | 10.08 | 362.76 | 0.11 | 3.51 | |||
| East | 4.67 | 6.29 | 66.15 | 0.04 | 1.85 | |||
| West | 0.97 | 0.52 | 6.91 | 0.00 | 0.07 | |||
| Total | 53.59 | 16.90 | 435.83 | 0.16 | 5.43 |
- 5 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Inferred Resources:
Domain (Vein) |
ZnEq Cutoff |
Tons |
ZnEq % |
Cu % |
Pb % |
Zn % |
Au opt |
Ag opt |
| Main | 2.9% | 3,261,000 | 11.41 | 0.52 | 0.23 | 5.68 | 0.04 | 1.15 |
| East | 2.9% | 994,000 | 15.49 | 0.59 | 0.56 | 5.04 | 0.07 | 2.43 |
| West | 2.9% | 173,000 | 6.28 | 0.73 | 0.22 | 1.98 | 0.02 | 0.40 |
| Total | 4,428,000 | 12.12 | 0.54 | 0.30 | 5.39 | 0.04 | 1.41 | |
|
|
|
Metal |
Cu Mlbs |
Pb Mlbs |
Zn Mlbs |
Au Moz |
Ag Moz |
| Main | 33.65 | 14.74 | 370.27 | 0.11 | 3.76 | |||
| East | 11.80 | 11.20 | 100.11 | 0.07 | 2.42 | |||
| West | 2.52 | 0.74 | 6.84 | 0.00 | 0.07 | |||
| Total | 47.97 | 26.68 | 477.22 | 0.19 | 6.25 |
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101. |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3 D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-$2200/oz, Ag-$27/oz, Cu-$4.25/lb., Pb-$0.90/lb., Zn-$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3%. |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0) + (Ag opt * 25.46)+(Au opt * 1 896.40))/23.83. |
| (5) | There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. |
| (6) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. |
| (7) | Figures may not add up due to rounding. |
| (8) | Tonnages shown are short tons. |
| (9) | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
The Project has significant exploration potential which could result in expansion of the identified mineral resources. Historical data from past exploration of the Blue Moon Mine will be digitized to facilitate its use in guiding future work. Core from previous drilling programs will be preserved where possible and sampled for re-assay to improve confidence in the resource estimate. These samples could also be used to test the distribution and, in due course, quantify the potential for economic recovery of other metals and minerals associated with the Blue Moon deposit, including gallium, germanium, indium, barite, gypsum and pyrite.
A significant portion of the unmineralized (‘waste’) rock arising from mine development might be used to produce aggregate for sale in the district, and the potential for crushing and screening this material at a nearby facility will be investigated.
A drill program that will allow the collection of fresh, representative samples of the mineralized zone is needed in order to conduct further metallurgical testwork on the comminution and flotation processes required to produce saleable concentrates. Ideally, this drill program should be conducted from an exploration ramp that would be mined from the southern end of the Blue Moon deposit, descending to the north to facilitate its eventual use as a primary access for underground mine development and production. The exploration ramp and underground drill program will also facilitate collection of geotechnical data to inform the mine planning process. Further engineering work is also required to advance knowledge of the hydrogeological conditions in the Project area to refine site-wide water management models.
- 6 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Sulitjelma Property (Nordland county, Norway)
On February 26, 2025, the Company acquired the Sulitjelma project, a polymetallic deposit which contains copper and zinc located in northern Norway. Sulitjelma previously hosted Norway’s largest mining operation with historical production between 1891 and 1991 of 26 million tonnes of 1.80% Cu with additional zinc, sulphur, gold and silver credits.
On April 10, 2025, the Company announced its maiden MRE for the Sulitjelma VMS deposit. This is summarized in an NI 43-101 technical report which will be filed on SEDAR+ within 45 days of the announcement. See April 10, 2025 news release and Company website.
The constrained MRE is as follows:
| Inferred Resources By Zone | Sub-Totals | |||||||||
|
Region
|
Zone
|
Tonnes Kt |
Cu % |
Zn % |
Cu_Eq % |
APT* m |
Tonnes Kt |
Cu % |
Zn % |
Cu_Eq % |
|
Rupsi/Dypet
|
2 | 4,188 | 1.45 | 0.35 | 1.50 | 5.2 | ||||
| 3 | 1,499 | 0.95 | 0.19 | 0.98 | 5.5 | |||||
| 5 | 2,188 | 0.82 | 0.37 | 0.88 | 15.7 | |||||
| 6 | 410 | 1.40 | 0.24 | 1.43 | 3.6 | |||||
| 7 | 126 | 0.77 | 0.15 | 0.79 | 2.4 | |||||
| 8 | 484 | 0.89 | 0.11 | 0.91 | 6.8 | |||||
| 9 | 163 | 2.01 | 0.25 | 2.05 | 2.5 | |||||
| 10 | 201 | 1.39 | 0.36 | 1.45 | 2.9 | 9,258 | 1.19 | 0.31 | 1.24 | |
|
Hankabakken II
|
2 | 3,031 | 0.88 | 0.07 | 0.89 | 4.2 | ||||
| 3 | 1,471 | 0.86 | 0.05 | 0.86 | 3.1 | |||||
| 5 | 453 | 1.00 | 0.02 | 1.00 | 9.1 | 4,955 | 0.88 | 0.06 | 0.89 | |
|
Sagmo
|
2 | 455 | 1.15 | 0.19 | 1.18 | 3.6 | ||||
| 3 | 193 | 1.56 | 0.14 | 1.58 | 6.4 | |||||
| 5 | 2,205 | 0.89 | 0.15 | 0.91 | 4.1 | 2,853 | 0.98 | 0.16 | 1.00 | |
| Total | 17,066 | 1.06 | 0.21 | 1.10 | 6.1 | |||||
* Apparent True Thickness
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorized Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% CuEq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and CuEq calculations included: Prices: $4.20/lb Cu, $1.25/lb Zn Processing recoveries: 92% Cu, 5 7% Zn Payabilities: 96.5% Cu, 86% Zn |
| 6. | The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade x 0.16) |
| 7. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 8. | A global density value of 3 t/m3 was assumed. |
| 9. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 10. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| 11. | Unless otherwise noted, all currencies in this table are reported in US dollars on a 100% basis. |
Blue Moon will initially focus on the Rupsi and Dypet deposits where the Company has received Norwegian Government approval in Q1 2025 to extend an existing historical mine tunnel into the deposit by up to 1 km. The tunnel extension and the completion of 10,000 m of underground drilling are part of the recommendations in the technical report with a budget of 37 MNOK (approximately US$3.4M).
Yava Property (Nunavut, Canada)
On October 1, 2024, the Company disposed of its interest in the Yava Property to Honey Badger Silver Inc. (ticker symbol: TUF.V) in exchange for 4,250,000 common shares. The transaction resulted in a gain on sale of $340,000. As of December 31, 2024, the investment was valued at $467,500, reflecting an unrealized gain of $127,500. For additional details, refer to Note 4 in the Company’s Consolidated Financial Statements for the year ended December 31, 2024.
- 7 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
General Exploration Expenses
The Company’s exploration expenses for the periods presented were as follows:
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Claims costs | 34,048 | 14,914 | ||||||
| Camp operations | 66,957 | 32,996 | ||||||
| Engineering studies | 208,207 | - | ||||||
| Prospecting and geology | 74,905 | 58,401 | ||||||
| Permitting and engineering | 64,645 | 16,959 | ||||||
| TOTAL | 448,762 | 123,270 | ||||||
QUALIFIED PERSON
The technical information contained in this MD&A for the Company’s properties has been reviewed and approved by Dustin Small, P.Eng., as a non-Independent Qualified Person in accordance with National Instrument 43-101.
RESULTS OF OPERATIONS
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Employee benefits | 146,625 | - | 146,625 | - | ||||||||||||
| Share based compensation | 140,569 | - | 174,737 | - | ||||||||||||
| General exploration expenses | 357,114 | 30,411 | 448,762 | 123,270 | ||||||||||||
| Filing and regulatory | 4,214 | 556 | 53,987 | 54,713 | ||||||||||||
| General administrative costs | 12,155 | 3,085 | 20,678 | 16,612 | ||||||||||||
| Professional fees | 72,020 | 17,500 | 95,881 | 37,579 | ||||||||||||
| Shareholder communication and travel | 39,855 | 7,808 | 48,550 | 12,580 | ||||||||||||
| Consulting fees | 28,052 | 21,000 | 55,052 | 84,000 | ||||||||||||
| Foreign exchange loss (gain) | 3,613 | 1,237 | 4,620 | (648 | ) | |||||||||||
| Gain on sale of mineral interest | (340,000 | ) | - | (340,000 | ) | - | ||||||||||
| Fair value gain on marketable securities | (127,500 | ) | - | (127,500 | ) | - | ||||||||||
| Other income | (50,000 | ) | - | (50,000 | ) | - | ||||||||||
| Interest expense | - | 2,369 | 2,173 | 14,492 | ||||||||||||
| Interest income | (30,417 | ) | (991 | ) | (37,809 | ) | (1,742 | ) | ||||||||
| LOSS AND COMPREHENSIVE LOSS | 256,300 | 82,975 | 495,756 | 340,856 | ||||||||||||
THREE MONTHS ENDED DECEMBER 31, 2024
Blue Moon incurred a loss of $256,300 ($0.07 per common share) for the three months ended December 31, 2024, compared to a loss of $82,975 ($0.04 per common share) over the same period in 2023. While the nature of the Company’s administrative activities remained generally consistent across the period, expenditures increased compared to the same period in 2023, primarily due to increased exploration activities, new hires and the December equity financing. These increased costs were partially offset by the proceeds from the sale of the Company’s Yava project as well as the income from sale of right of first refusal on any precious metals streams or royalties. These factors contributed to the key differences in the comparative figures, as follows:
Employee benefits and share based compensation increased by $146,625 and $140,569 respectively, during the three months ended December 31, 2024, compared to $NIL in the same period in 2023. This increase is due to the addition of new hires in the period, also in the prior year, personnel were engaged under consulting agreements rather than as employees.
Exploration expenses increased by $326,703 during the three months ended December 31, 2024, compared to same period in 2023, as the Company recently completed its updated resource estimate and continued work on the PEA at its Blue Moon property, which remained underway at year-end.
- 8 -
Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Professional fees increased by $54,520 during the three months ended December 31, 2024, compared to the same period in 2023. The increase was primarily driven by higher legal fees incurred for general matters and other professional fees.
Gain on sale of mineral interest and fair value gain on marketable securities increased by $340,000 and $127,500 respectively, during the three months ended December 31, 2024, compared to $NIL in the same period in 2023. On October 1, 2024, the Company disposed of its interest in the Yava property to Honey Badger Silver Inc., in return for 4,250,000 common shares. As a result, the Company recorded a gain on sale and subsequently remeasured the investment based on the closing market price as at December 31, 2024.
Other income increased by $50,000 during the three months ended December 31, 2024, compared to $NIL in the same period in 2023, as Wheaton Precious Metals Corp. acquired a corporate-wide right of first refusal on any precious metals streams or royalties on Blue Moon’s properties.
YEAR ENDED DECEMBER 31, 2024
Blue Moon incurred a loss of $495,756 ($0.14 per common share) for the year ended December 31, 2024, compared to a loss of $340,856 ($0.16 per common share) over the same period in 2023. The scale and nature of the Company’s administrative activity have remained generally consistent throughout the year, the increase in annual loss is primarily attributable to the activities in the fourth quarter, as outlined in the analysis of the three-month period. The key differences in the comparative figures are as follows:
Employee benefits and share based compensation increased by $146,625 and $174,737 respectively, during the year ended December 31, 2024, compared to $NIL in the same period in 2023. This increase is due to the addition of new hires in the period, also in the prior year, personnel were engaged under consulting agreements rather than as employees.
Exploration expenses increased by $325,492 during the year ended December 31, 2024, compared to same period in 2023, as the Company recently completed its updated resource estimate and continued work on the PEA at its Blue Moon property, which remained underway at year-end.
Professional fees increased by $58,302 during the year ended December 31, 2024, compared to the same period in 2023. The increase was primarily driven by higher legal fees incurred for general matters and other professional fees.
Gain on sale of mineral interest and fair value gain on marketable securities increased by $340,000 and $127,500 respectively, during the year ended December 31, 2024, compared to $NIL in the same period in 2023. On October 1, 2024, the Company disposed of its interest in the Yava property to Honey Badger Silver Inc., in return for 4,250,000 common shares. As a result, the Company recorded a gain on sale and subsequently remeasured the investment based on the closing market price as at December 3 1, 2024.
Other income increased by $50,000 during the year ended December 31, 2024, compared to $NIL in the same period in 2023, as the sale of a corporate-wide right of first refusal on any precious metals streams or royalties on Blue Moon’s properties.
LIQUIDITY AND CAPITAL RESOURCES
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Cash provided by (used in) | ||||||||
| Operating activities | (619,822 | ) | (307,648 | ) | ||||
| Investing activities | (174,551 | ) | - | |||||
| Financing activities | 30,433,272 | 632,798 | ||||||
| CHANGE IN CASH AND RESTRICTED CASH | 29,638,899 | 325,150 | ||||||
| Cash and restricted cash – beginning | 369,207 | 44,057 | ||||||
| CASH AND RESTRICTED CASH - ENDING | 30,008,106 | 369,207 | ||||||
Blue Moon had $30,008,106 in cash and restricted cash as at December 31, 2024 (December 31, 2023: $369,207). As at December 31, 2024, the Company had a working capital balance of $3,762,174 (December 31, 2023: $183,462). A summary of the significant financings and other activities during the year ended December 31, 2024 is provided in the annual consolidated financial statements for the years ended December 31, 2024 and 2023.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Operating Activities
The main components of cash flows used for operating activities are discussed in the Results of Operations section, above.
Financing Activities
Equity Financings – Nussir and NSG Transactions
On December 19, 2024, the Company completed a brokered unit financing in connection with the Nussir and NSG transactions, raising gross proceeds of approximately $30 million. On August 30, 2024, the Company closed a non-brokered private placement for gross proceeds of $924,000. Net proceeds received from financing during the year amounted to $30,758,382.
Related Party Loan
During the year ended December 31, 2024, the Company made loan principal and interest payments totalling $65,000 and $2,173 respectively resulting in the loan being repaid in full. During the year ended December 31, 2023, the Company made loan principal and interest payments totalling $135,000 and $14,492 respectively.
LIQUIDITY OUTLOOK
The equity financing in the fourth quarter of 2024 was structured to provide the liquidity needed to ramp up the activities aimed at advancing the Company’s Blue Moon, Nussir and Sulitjelma properties towards a construction decision. In addition to its ongoing exploration and development programs, the Company will continue to require additional funding to support property maintenance payments and general operations.
As part of the fourth quarter financing, the Company entered into an MOU with Hartree Partners to provide a secured bridge loan facility of up to US$20 million to provide financial flexibility during the construction of the Nussir Property. The financing package also included a subscription agreement with LNS, providing for multiple tranches of equity funding. These tranches are expected to be drawn upon alignment with project milestones.
The Company’s primary source of funding remains the issuance of common shares. As Blue Moon’s common shares are publicly traded, their market price is subject to factors beyond management’s control, including fluctuations in commodity prices, foreign exchange rates and broader market conditions. If capital is required during a period of share price weakness, the Company may face significant dilution to secure necessary funding or may be unable to raise sufficient capital to meet its obligations.
In addition to equity financing, the Company may also pursue strategic alternatives such as targeting royalty sales on its mineral properties or diversting of its investment of marketable securities to help fund the Company’s capital needs while minimizing equity dilution.
SELECTED ANNUAL INFORMATION
The following information has been extracted from the Company’s audited annual consolidated financial statements.
| 31-Dec-24 | 31-Dec-23 | 31-Dec-22 | ||||||||||
| As at and for the year ended | $ | $ | $ | |||||||||
| Loss and comprehensive loss | 495,756 | 340,856 | 349,084 | |||||||||
| General exploration expenses | 448,762 | 123,270 | 146,515 | |||||||||
| Loss per share – basic and diluted | 0.14 | 0.16 | 0.24 | |||||||||
| Cash and cash equivalents | 3,001,720 | 355,343 | 30,193 | |||||||||
| Restricted Cash | 27,006,386 | 13,864 | 13,864 | |||||||||
| Mineral property interest | 698,007 | 698,007 | 698,007 | |||||||||
| Total assets | 32,372,944 | 1,076,387 | 754,998 | |||||||||
Items that resulted in significant differences in the annual figures presented above are explained in the following narrative.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Loss and comprehensive loss
During the year ended December 31, 2024, the Company’s loss and comprehensive loss increased due to the funds raised to support an updated mineral resource estimate and ongoing PEA work at the Blue Moon property, the addition of new hires and higher general expenditures reflecting increased activity across the business.
Exploration expenditures for the years ended December 31, 2023, and December 31, 2022, remained low as a result of the Company’s limited cash resources during those periods.
Cash and cash equivalents
Blue Moon raises funds, as required, in order to explore and develop its mineral properties and to conduct corporate activities. As a result, cash and cash equivalents are typically expected to decrease in periods where there is no financing transaction. The timing and amount of expenditures and financing transactions have caused the Company’s cash and cash equivalents balance to fluctuate from year to year.
During the year ended December 31, 2024, the Company completed a brokered unit financing raising gross proceeds of approximately $30 million and a non-brokered private placement for gross proceeds of $924,000.
During the year ended December 31, 2023, the Company completed non-brokered private placements for gross proceeds of $795,740.
SUMMARY OF QUARTERLY RESULTS
The following table sets forth selected unaudited quarterly financial information derived from financial information for each of the eight most recent quarters.
| As at and for the quarter ended | 31-Dec-24 | 30-Sep-24 | 30-Jun-24 | 31-Mar-24 | ||||||||||||
| Loss and comprehensive loss | $ | 256,300 | $ | 71,732 | $ | 105,705 | $ | 62,019 | ||||||||
| Loss per share – basic and diluted | 0.07 | 0.02 | 0.04 | 0.01 | ||||||||||||
| Cash and cash equivalents | 3,001,720 | 945,885 | 146,617 | 259,925 | ||||||||||||
| Total assets | 32,372,944 | 1,666,323 | 866,308 | 986,437 | ||||||||||||
| As at and for the quarter ended | 31-Dec-23 | 30-Sep-23 | 30-Jun-23 | 31-Mar-23 | ||||||||||||
| Loss and comprehensive loss | $ | 82,975 | $ | 101,129 | $ | 81,005 | $ | 75,747 | ||||||||
| Loss per share – basic and diluted | 0.04 | 0.04 | 0.04 | 0.04 | ||||||||||||
| Cash and cash equivalents | 355,343 | 451,105 | 576,876 | 58,415 | ||||||||||||
| Total assets | 1,076,387 | 1,174,068 | 1,301,338 | 777,455 | ||||||||||||
Historically, the Company’s primary source of funding was through the issuance of common shares, with activity levels closely tied to the strength of the capital markets. When capital markets are depressed, the Company’s activity level normally declines accordingly, stronger markets allow the Company to secure equity financing on favourable terms, enabling expansion of its exploration and development programs. In addition to equity financing, the Company may also explore alternative funding strategies, such as royalty agreements or divesting its investment in marketable securities, to support its growth objectives.
During the three months ended December 31, 2024, the Company achieved several key milestones. At the Blue Moon Property, initiated work on a PEA and a mineral resource estimate update. The quarter also saw the addition of new personnel to support the Company’s growth initiatives, as well as the completion of a significant equity financing related to the acquisition and planned development of the Nussir and Sulitjelma properties. This marked a shift in the Company’s strategy from exploration activities to a more development focused phase. Additionally, the Company disposed of its interest in the Yava project as part of its strategic portfolio optimization.
During the three months ended September 30, 2024, the Company completed a private placement for gross proceeds of $924,000. Additionally, during the three months ended September 30, 2024, and three months ended June 30, 2024, the Company’s exploration expenses focused on work to ensure the property was maintained in good standing.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
During the three months ended September 30, 2023, the Company began work on its updated resource estimate.
During the three months ended June 30, 2023 and March 31, 2023, the Company completed field work to ensure the property was maintained to conform with permits and county regulations.
RELATED PARTY TRANSACTION
Management compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the periods presented was as follows:
| Three Months Ended | Year Ended | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Employee benefits | 145,049 | - | 145,049 | - | ||||||||||||
| Consulting fees | 16,500 | 21,000 | 43,500 | 84,000 | ||||||||||||
| Share-based payments | 117,814 | - | 147,083 | - | ||||||||||||
| MANAGEMENT COMPENSATION | 279,363 | 21,000 | 335,632 | 84,000 | ||||||||||||
On November 2, 2018, the Company entered into a loan agreement with a director of the Company for the amount of $250,000. The Company was loaned an additional $15,000, $35,000 and $6,000 on January 9, 2019, March 21, 2019, and August 21, 2019, respectively, by the same director. The loans are unsecured and bear interest at 10% per annum. The principal value plus interest was originally payable on September 1, 2019. During the year ended December 31, 2022, the loan was extended until May 1, 2024 and the Company agreed to make principal payments of approximately $10,000 per month plus interest.
During the year ended December 31, 2024, the Company made principal and interest payments totalling $65,000 (2023: $135,000) and $2,173 (2023: $14,492), respectively. As at December 31 2024, no amount (December 31, 2023 – $65,000) was outstanding on the loan.
OUTSTANDING SHARE DATA
The table below summarizes the Company’s common shares and securities convertible into common shares as at the date of this MD&A.
| As at April 11, 2025 | ||||
| Common Shares | 51,109,256 | |||
| Stock Options | 456,500 | |||
| Deferred Share Units | 224,506 | |||
| Restricted Share Units | 37,500 | |||
CONTRACTUAL OBLIGATIONS
The Company has no off-balance sheet arrangements, no capital lease agreements and no contractual obligations. Neither the Company nor any of its subsidiaries has any externally imposed capital requirements. The Company has no proposed transactions.
FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. Financial instruments consist of cash, restricted cash, receivables, due to related parties, and accounts payable and accrued liabilities approximate fair value due to the short term nature of the instruments.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to Liquidity and Capital Resources for more information regarding the Company’s liquidity risk.
Credit risk
The Company is exposed to credit risk on its bank accounts, restricted cash and receivables. To reduce credit risk, substantially all cash is on deposit at Canadian chartered banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in Nevada and California as well as cash held at escrow agents. Receivables consist of Canadian excise taxes receivable and other amounts due from government agencies. Accordingly, the Company considers its exposure to credit risk minimal.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables and accounts payable and accrued liabilities that are denominated in US dollars.
Sensitivity Analysis
The Company through a subsidiary operates in the United States and is exposed to exchange risk from changes in the US dollar. A 10% fluctuation in the US dollar against the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
Market Price risk
| i. | Equity price risk |
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary form period to period.
| ii. | Commodity price risk |
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of zinc, copper, lead, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
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Blue Moon Metals Inc.
Management’s Discussion and Analysis
For the year ended December 31, 2024
FORWARD-LOOKING STATEMENTS
This Management Discussion and Analysis contains certain forward-looking statements concerning anticipated developments in Blue Moon’s operations in future periods. Statements that are not historical fact are forward looking information as that term is defined in NI 51-102 of the Canadian Securities Administrators. Certain forward looking information should also be considered future-oriented financial information (“FOFI”) as that term is defined in NI 51-102. The purpose of disclosing FOFI is to provide a general overview of management’s expectations regarding the anticipated results of operations and capital expenditures. Forward-looking statements and information (referred to herein together as “forward-looking statements”) are frequently, but not always, identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”, “possible” and similar expressions, or statements that events, conditions or results “will”, “may”, “could” or “should” occur or be achieved. The material factors or assumptions used to develop forward-looking statements include prevailing and projected market prices and foreign exchange rates, exploitation and exploration estimates and results, continued availability of capital and financing, and general economic, market or business conditions and as more specifically disclosed throughout this document. Forward-looking statements are statements about the future and are inherently uncertain, and actual achievements of Blue Moon and its subsidiaries may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors. They include, but not limited to, statements regarding: the Company’s plans to advance the projects through additional exploration and technical studies, the timing of these exploration activities, the recommended exploration wrok programs and the budget thereof, the anticipated results of Technical Reports, the ability of the Company to obtain the necessary funding and permit, the ability to integrate the acquired companies and the maintenance of the social licences necessary to operate in the areas where the projects are located.
Blue Moon’s forward-looking statements are based on the beliefs, expectations and opinions of management on the date the statements are made, and Blue Moon does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change except as required by law. For the reasons set forth above, investors should not place undue reliance on forward-looking statements. Important factors that could cause actual results to differ materially from Blue Moon's expectations include, but are not limited to, uncertainties involved in fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and geology, continuity and grade of mineral deposits; uncertainty of estimates of capital and operating costs, recovery rates, production estimates and estimated economic return; the need for cooperation of government agencies in the exploration and development of properties and the issuance of required permits;the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs or in construction projects and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals.
- 14 -
Exhibit 99.99

Blue Moon Metals Inc.
Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of
Blue Moon Metals Inc.
Opinion
We have audited the accompanying consolidated financial statements of Blue Moon Metals Inc. (the “Company”), which comprise the consolidated statements of financial position as at December 31, 2024 and 2023, and the consolidated statements of loss and comprehensive loss, cash flows, and changes in shareholders’ equity for the years then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2024 and 2023, and its financial performance and its cash flows for the years then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board.
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained in our audit is sufficient and appropriate to provide a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to Note 1 of the consolidated financial statements, which indicates the Company’s operations have been primarily funded from equity financings and that the Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, and operations. As stated in Note 1, these events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current year ended. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Except for the matter described in the Material Uncertainty Related to Going Concern section, we have determined that there are no other key audit matters to communicate in our auditor’s report.
Other Information
Management is responsible for the other information. The other information obtained at the date of this auditor's report includes Management’s Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
| ● | Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. | |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. | |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. | |
| ● | Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. | |
| ● | Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. | |
| ● | Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year ended and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Zachary Faure.

| Vancouver, Canada | Chartered Professional Accountants |
April 11, 2025
Blue Moon Metals Inc.
Consolidated Financial Statements
(Expressed in Canadian dollars)
Consolidated Statements of Financial Position as at
| December 31, 2024 | December 31, 2023 | ||||||||||
| NOTE | $ | $ | |||||||||
| ASSETS | |||||||||||
| Cash | 3,001,720 | 355,343 | |||||||||
| Restricted cash | 15b | 27,006,386 | 13,864 | ||||||||
| Other receivables and prepaid expenses | 5 | 251,802 | 9,173 | ||||||||
| Deferred share issuance costs | 8b | 417,101 | - | ||||||||
| Deferred acquisition costs | 7 | 527,744 | - | ||||||||
| Marketable securities | 4b | 467,500 | - | ||||||||
| CURRENT ASSETS | 31,672,253 | 378,380 | |||||||||
| Mineral property interests | 4 | 698,007 | 698,007 | ||||||||
| Property, plant and equipment | 2,684 | - | |||||||||
| ASSETS | 32,372,944 | 1,076,387 | |||||||||
| LIABILITIES | |||||||||||
| Accounts payable and accrued liabilities | 6 | 902,700 | 36,918 | ||||||||
| Due to related parties | 10 | - | 158,000 | ||||||||
| Subscription receipts | 8b | 27,000,084 | - | ||||||||
| Other liabilities – current | 9b | 7,295 | - | ||||||||
| CURRENT LIABILITIES | 27,910,079 | 194,918 | |||||||||
| Other liabilities – non-current | 9b | 6,079 | - | ||||||||
| LIABILITIES | 27,916,158 | 194,918 | |||||||||
| SHAREHOLDERS’ EQUITY | |||||||||||
| Share capital | 8 | 16,455,925 | 12,525,301 | ||||||||
| Contributed surplus | 8 | 1,714,965 | 1,574,516 | ||||||||
| Deficit | (13,714,104 | ) | (13,218,348 | ) | |||||||
| SHAREHOLDERS’ EQUITY | 4,456,786 | 881,469 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | 32,372,944 | 1,076,387 | |||||||||
Subsequent events (Note 16)
Approved by the Board of Directors on April 11, 2025
| /s/ “Christian Kargl-Simard” | /s/ Karin Thorburn | |
| Christian Kargl-Simard, Director | Karin Thorburn, Director |
The accompanying notes form an integral part of these consolidated financial statements
- 5 -
Blue Moon Metals Inc.
Consolidated Financial Statements
(Expressed in Canadian dollars)
Consolidated Statements of Loss and Comprehensive Loss
| 2024 | 2023 | ||||||||||
| For the years ended December 31, | Note | $ | $ | ||||||||
| Employee benefits | 10 | 146,625 | - | ||||||||
| Professional and consulting fees | 10 | 150,933 | 121,579 | ||||||||
| Share based compensation | 10 | 174,737 | - | ||||||||
| General exploration expenses | 4d | 448,762 | 123,270 | ||||||||
| Filing and regulatory fees | 53,987 | 54,713 | |||||||||
| General administrative costs | 20,678 | 16,612 | |||||||||
| Shareholder communication and travel | 48,550 | 12,580 | |||||||||
| Foreign exchange loss (gain) | 4,620 | (648 | ) | ||||||||
| Gain on sale of mineral interest | 4b | (340,000 | ) | - | |||||||
| Unrealized gain on marketable securities | 4b | (127,500 | ) | - | |||||||
| Other income | 4e | (50,000 | ) | - | |||||||
| Interest expense | 10 | 2,173 | 14,492 | ||||||||
| Interest income | (37,809 | ) | (1,742 | ) | |||||||
| LOSS AND COMPREHENSIVE LOSS | 495,756 | 340,856 | |||||||||
| Basic and diluted loss per common share | 0.14 | 0.16 | |||||||||
| Weighted average number of common shares outstanding – basic and diluted | 3,575,832 | 2,175,330 | |||||||||
The accompanying notes form an integral part of these consolidated financial statements
- 6 -
Blue Moon Metals Inc.
Consolidated Financial Statements
(Expressed in Canadian dollars)
Consolidated Statements of Cash Flow
Supplemental Disclosure with Respect to Cash Flows (Note 12)
The accompanying notes form an integral part of these consolidated financial statements
- 7 -
Blue Moon Metals Inc.
Consolidated Financial Statements
(Expressed in Canadian dollars)
Consolidated Statements of Changes in Shareholders’ Equity
| Contributed | Shareholders’ | ||||||||||||||||||||||
| Number of | Share Capital | Surplus | Deficit | Equity | |||||||||||||||||||
| Note | Shares | $ | $ | $ | $ | ||||||||||||||||||
| January 1, 2023 | 1,480,809 | 11,743,011 | 1,574,516 | (12,877,492 | ) | 440,035 | |||||||||||||||||
| Private placement | 1,159,600 | 795,740 | - | - | 795,740 | ||||||||||||||||||
| Private placement issuance costs | 8b | - | (13,450 | ) | - | - | (13,450 | ) | |||||||||||||||
| Loss and comprehensive loss | 8b | - | - | - | (340,856 | ) | (340,856 | ) | |||||||||||||||
| DECEMBER 31, 2023 | 2,640,409 | 12,525,301 | 1,574,516 | (13,218,348 | ) | 88,469 | |||||||||||||||||
| Private placement | 8b | 3,640,003 | 3,924,009 | - | - | 3,924,009 | |||||||||||||||||
| Private placement issuance costs | 8b | - | (59,299 | ) | - | - | (59,299 | ) | |||||||||||||||
| Option exercise | 45,000 | 65,914 | (20,914 | ) | - | 45,000 | |||||||||||||||||
| Share-based compensation | - | - | 161,363 | - | 161,363 | ||||||||||||||||||
| Loss and comprehensive loss | - | - | - | (495,756 | ) | (495,756 | ) | ||||||||||||||||
| DECEMBER 31, 2024 | 6,325,412 | 16,455,925 | 1,714,965 | (13,714,104 | ) | 4,456,786 | |||||||||||||||||
The accompanying notes form an integral part of these consolidated financial statements
- 8 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
1) NATURE OF OPERATIONS AND GOING CONCERN
a) Nature of operations
Blue Moon Metals Inc. (“Blue Moon” or the “Company”) is an exploration stage company which is focused on the exploration and development of mineral resource properties.
The Company was incorporated on January 15, 2007 under British Columbia’s Business Corporations Act. Its registered office is at 2700-1133 Melville Street, Vancouver BC V6E 4E5 and its head office is at 550-220 Bay Street, Toronto, Ontario, M5J 2W4.
The Company owns the zinc-silver-gold-copper Blue Moon project in California through its wholly owned subsidiary Keystone Mines Ltd. (“Keystone Mines”). On December 19, 2024, the Company signed share purchase agreements with Nussir ASA (“Nussir”) and Nye Sulitjelma Gruver AS (“NSG”) in Norway to acquire all the issued and outstanding common shares of Nussir and NSG in exchange for common shares of Blue Moon (“Blue Moon Shares”) (the “Nussir Transaction” and the “NSG Transaction”) respectively. See Note 16 for more details.
On March 14, 2025, the Company completed a 10:1 share consolidation. All references to the number of shares and per share amounts have been retroactively restated to reflect the consolidation.
The Company’s consolidated financial statements were authorized for issue by the Board on April 11, 2025.
b) Going concern
The nature of the Company’s operations requires significant expenditures for the acquisition, exploration, and evaluation of mineral properties. To date, the Company has not received any revenue from mining operations and is considered to be in the exploration stage. The Company’s operations have been primarily funded from equity financings. The Company will continue to require additional funding to maintain its ongoing exploration and evaluation programs, property maintenance payments, and operations.
These consolidated financial statements have been prepared using IFRS Accounting Standards applicable to a going concern, which assumes the realization of assets and settlement of liabilities in the normal course of business as they come due. The Company’s ability to continue as a going concern is dependent upon its ability to obtain additional funding from equity transactions or through other arrangements.
As at December 31, 2024, the Company has $3,001,720 (2023: $355,343) in cash. In addition, it has $27,006,386 (2023: $13,864) in restricted cash, almost all of those being held with an escrow agent for the financing which was undertaken at the same time as the Nussir and NSG Transactions (the “Concurrent Financing”) for gross proceeds of $30,000,093.
The Company has been successful in securing financing in the past, but there can be no assurance that it will be able to do so in the future. These material uncertainties cast significant doubt upon the Company’s ability to continue as a going concern.
These consolidated financial statements do not reflect the adjustments to the carrying values of the assets and liabilities and the reported expenses and statement of financial position classifications that might be necessary were the Company not able to continue as a going concern.
c) Reclassification
Certain comparative balances have been reclassified to conform to the current year’s financial statement presentation. These adjustments have been made for presentation purposes only and do not impact on the prior year’s reported results.
- 9 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
2) BASIS OF PRESENTATION
a) Compliance with International Financial Reporting Standards
These consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”).
These consolidated financial statements have been prepared on a historical cost basis, except for certain items at fair value. Additionally, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. All amounts are expressed in Canadian dollars, unless otherwise stated.
b) Critical accounting policies
Significant Judgments
The preparation of these consolidated financial statements requires the Company to make significant judgments in applying the Company’s accounting policies and the basis of consolidation. These include but are not limited to the following:
Going concern: The assumption of the going concern of the Company as discussed in Note 1(b) above.
Estimations and assumptions
Significant assumptions about the future and other sources of estimation uncertainty that management has made at the end of the reporting period, that could result in a material adjustment to the carrying amounts of assets and liabilities in the event that actual results differ from assumptions made, relate to, but are not limited to, the following:
i) Exploration and Evaluation Assets
The carrying amount of the Company’s exploration and evaluation assets properties does not necessarily represent present or future values, and the Company’s exploration and evaluation assets have been accounted for under the assumption that the carrying amount will be recoverable. Recoverability is dependent on various factors, including the discovery of economically recoverable reserves, the ability of the Company to obtain the necessary financing to complete the development and upon future profitable production or proceeds from the disposition of the mineral properties themselves. Additionally, there are numerous geological, economic, environmental and regulatory factors and uncertainties that could impact management’s assessment as to the overall viability of its properties or to the ability to generate future cash flows necessary to cover or exceed the carrying value of the Company’s exploration and evaluation assets.
ii) Share-based Payments
The estimation of share-based payments includes estimating the inputs used in calculating the fair value for share-based payments expense included in profit or loss and share-based share issuance costs included in equity. Share-based payments expense and share-based share issuance costs are estimated using the Black-Scholes options-pricing model as measured on the grant date to estimate the fair value of stock options. This model involves the input of highly subjective assumptions, including the expected price volatility of the Company’s common shares, the expected life of the options, and the estimated forfeiture rate.
iii) Income Taxes
The estimation of income taxes includes evaluating the recoverability of deferred tax assets based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income, which in turn is dependent upon the successful discovery, extraction, development and commercialization of mineral reserves. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets, and future income tax provisions or recoveries could be affected.
- 10 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
3) MATERIAL ACCOUNTING POLICIES
Basis of consolidation
These consolidated financial statements include the accounts of the Company and its 100% controlled subsidiary Keystone Mines. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain benefits from its activities. All significant inter-company transactions and balances have been eliminated.
Functional currency and presentation currency
These consolidated financial statements are presented in Canadian dollars (unless otherwise stated), which is the functional currency of the Company and its subsidiary.
Financial instruments
Classification
The Company determines the classification of its financial instruments at initial recognition. Upon initial recognition, a financial asset is classified as measured at: amortized cost, fair value through profit or loss (“FVTPL”), or fair value through other comprehensive income (“FVOCI”). The classification of financial assets is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. A financial liability is classified as and measured at amortized cost or FVTPL.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as FVTPL:
| ● | it is held within a business model whose objective is to hold assets to collect contractual cash flows; and | ||
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as FVTPL:
| ● | it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and | ||
| ● | its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
An equity investment that is held for trading is measured at FVTPL. For other equity investments that are not held for trading, the Company may irrevocably elect to designate them as FVOCI. This election is made on an investment-by-investment basis.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives) or the Company has elected to measure them at FVTPL.
- 11 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
Measurement
Initial measurement
On initial recognition, all financial assets and financial liabilities are measured at fair value adjusted for directly attributable transaction costs except for financial assets and liabilities classified as FVTPL, in which case the transaction costs are expensed as incurred.
Subsequent measurement
The following accounting policies apply to the subsequent measurement of financial instruments:
Financial assets and liabilities at FVTPL
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.
Financial assets and liabilities at amortized cost
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.
Equity investments at FVOCI
These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
Debt investments at FVOCI
These assets are subsequently measured at fair value. Interest income is calculated using the effective interest rate method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
Impairment of financial instruments
The Company assesses all information available, including on a forward-looking basis, the expected credit losses associated with its assets carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. To assess whether there is a significant increase in credit risk, the Company compares the risk of a default occurring on the asset as the reporting date, with the risk of default as at the date of initial recognition, based on all information available, and reasonable and supportive forward-looking information.
Mineral property interests and exploration expenditures
All direct costs related to the acquisition of exploration and evaluation assets are capitalized upon acquiring the legal right to explore a property. Exploration and evaluation expenditures incurred prior to the determination of the feasibility of mining operations and a decision to proceed with development, are charged to profit or loss as incurred.
In accordance with IAS 36 – Impairment of Assets, upon transition to the development stage the Company is required to assess the recoverable amount of development assets against its carrying amount.
Exploration and evaluation costs are expensed as incurred while the Company is in the process of exploring its mineral properties and has not yet determined whether these properties contain ore reserves that are economically recoverable. If and when the Company’s management determines that economically extractable proven or probable mineral reserves have been established, the subsequent costs incurred to develop such property, including costs to further delineate the ore body will be capitalized.
- 12 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
Although the Company has taken steps to verify title to the properties in which it has an interest, in accordance with industry standards for properties in the exploration stage, these procedures do not guarantee the Company’s title. Property titles may be subject to unregistered prior agreements and noncompliance with regulatory requirements.
Impairment of assets
At the end of each reporting period, the Company reviews the carrying amounts of its mineral property interests to determine whether there is an indication that those assets have suffered impairment. If any such indication exists, the recoverable amount of the asset or cash-generating unit (“CGU”) is estimated in order to determine the extent of the impairment charge (if any).
The recoverable amount used for this purpose is the higher of the fair value less costs to sell, and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. For an asset that does not generate largely independent cash flows, the amount is determined for the CGU to which the asset belongs.
If the recoverable amount of an asset or CGU is estimated to be less than its recorded amount, the recorded amount of the asset or CGU is reduced to its recoverable amount. An impairment charge is recognized immediately in the consolidated statement of loss and comprehensive loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to a maximum amount equal to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, deposits in banks and highly liquid investments with an original maturity of three months or less.
Restricted cash are deposits that are reserved for a specific purpose and is not available for immediate business use. As at December 31, 2024, the Company had restricted cash of $27,006,386 of which $27,000,084 (2023: $NIL) represented funds held with an escrow agent, while $6,302 (2023: $13,864) are in respect of bonds held by the Bureau of Land Management in California.
Share Capital
Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares and stock options are recognized as a deduction from equity. Common shares issued for consideration other than cash, are valued based on their market value at the date the shares are issued.
The Company has adopted a residual value method with respect to the measurement of warrants attached to private placement units. The residual value method first allocates value to the more easily measurable component based on fair value and then the residual value, if any, to the less easily measurable component. The Company considers the fair value of common shares issued in the private placements to be the more easily measurable component and the common shares are valued at their fair value, as determined by the closing market price on the announcement date. The balance, if any, is allocated to the attached warrants. Any fair value attributed to the warrants is recorded as contributed surplus.
Loss per share
The basic loss per share is computed by dividing the loss by the weighted average number of common shares outstanding during the year. The diluted loss per share reflects the potential dilution of common share equivalents, such as the outstanding stock options and warrants, in the weighted average number of common shares outstanding during the year, if dilutive. The Company’s outstanding stock options and warrants could potentially dilute basic loss per share in the future but were not included in the calculation of diluted loss per share because they are antidilutive for the years ended December 31, 2024 and 2023.
- 13 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
Share-based payments
The Company’s share compensation plan (the “Share Compensation Plan”) includes stock options (“Options”), restricted share units (“RSUs”) and deferred share units (“DSUs”). An individual is classified as an employee when the individual is an employee for legal or tax purposes (direct employee) or provides services similar to those performed by a direct employee.
Pursuant to the Share Compensation Plan, the Company grants Options to employees, directors and consultants in order to acquire shares of the Company for a given exercise price. The fair value of Options granted, estimated at the time of grant using the Black-Scholes option pricing model based on the terms of the Options, is recognized as a share-based payments expense with a corresponding increase in contributed surplus. Consideration paid on the exercise of stock options is credited to share capital and the fair value of the options is reclassified from contributed surplus to share capital. Under the Share Compensation Plan, RSUs can be granted. Each RSU represents a unit with the underlying value equal to the value of one common share of the Company, and vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Company. As the Company intends to settle for cash as long as its treasury permits it, they are valued at the share price prevailing at the time of grant and amortized as an expense over the vesting period and recorded as a liability with remeasurement to fair value at each subsequent reporting date up to and including the settlement date, with changes in fair value being recognized as expenses in the consolidated statements of earning (loss). Under the Share Compensation Plan, DSUs can be granted to Directors of the Company. Each DSU represents a unit equivalent in value to one common share of the Company and vests in accordance with the terms of the plan. The Company intends to settle all DSUs through the issuance of equity. As such, they are measured at fair value at the grant date and expensed over the vesting period in, with no subsequent measurement.
The fair value of the options granted is measured using the Black-Scholes Option Pricing Model which takes into account the terms and conditions upon which the options were granted. At each financial position reporting date, the amount recognized as an expense is adjusted to reflect the number of stock options that are expected to vest.
In situations where equity instruments are issued to non-employees and some or all of the goods or services received by the entity as consideration cannot be specifically identified, they are measured at fair value of the share-based payment. Otherwise, share-based payments are measured at the fair value of goods or services received.
Provisions
Provisions are recorded when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the consolidated statement of financial position date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount receivable can be measured reliably.
Subscription receipts
Subscription receipts represent an obligation to issue shares upon the satisfaction of certain conditions. Upon receipt of proceeds from the issuance of subscription receipts, the corresponding liability is recognized on the statement of financial position until such conditions are fulfilled. The liability for subscription receipts is initially recognized at fair value. Subsequently, as the conditions for the conversion of subscription receipts into shares are met and the corresponding number of shares issued, the liability is reclassified to equity.
- 14 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
Environmental expenditures
The operations of the Company may in the future be, affected by changes in environmental regulations, including those relating to future reclamation and site restoration. The likelihood of new regulations and their overall effect upon the Company are unknown and unpredictable. The Company plans to meet and, if possible, surpass standards set by legislation, by applying technically proven and economically feasible measures.
Environmental expenditures relating to ongoing environmental and reclamation programs are charged to operations, or are capitalized and amortized, depending on their future economic benefits, over the estimated remaining life of the related business operation, net of expected recoveries. Liabilities related to environmental protection and reclamation costs are recognized when the obligation is incurred and the fair value of the related costs can be reasonably estimated. This includes future removal and site restoration costs required by environmental law or contracts.
As at December 31, 2024 and 2023 the Company has no environmental liabilities.
Related parties
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Income taxes
Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the end of the period, adjusted for amendments to tax payable for previous years.
Deferred tax assets and liabilities are computed by providing for temporary differences between the carrying amounts of assets and liabilities on the consolidated statements of financial position and their corresponding tax values, using the enacted or substantially enacted, income tax rates at each consolidated statement of financial position date. Deferred tax assets also result from unused losses and other deductions carried forward. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
New accounting policies adopted January 1, 2024
Amendments to IAS 1 – Classification of Liabilities as Current or Non-Current
In October 2022, the IASB issued amendments to IAS 1, Presentation of Financial Statements – Classification of Liabilities as Current or Non-Current Liabilities with Covenants. These amendments increase the disclosure required to enable users of financial statements to understand the risk that non-current liabilities with covenants could become repayable within 12 months. The amendments apply retrospectively for annual reporting periods beginning on or after January 1, 2024, with early application permitted and these have been applied with no material impact on the Company in the current reporting period.
New standards and interpretations not yet adopted
IFRS 18 – Presentation and Disclosure in Financial Statements
In April 2024, the IASB issued IFRS 18, which replaces IAS 1. IFRS 18 introduces a revised structure for the income statement, requiring presentation of income and expenses within operating, investing and financing categories and mandating specified subtotals. It also sets disclosure requirements for management-defined performance measures and provides enhanced guidance on aggregation and disaggregation in the financial statements and notes.
- 15 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
IFRS 18 does not change the recognition or measurement of items, nor the classification of items within other comprehensive income. It is effective for annual reporting periods beginning on or after January 1, 2027, with retrospective application required and early adoption permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
Amendments to IFRS 9 and IFRS 7 – Classification and Measurement of Financial Instruments
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7 to clarify classification, measurement and disclosure requirements for financial instruments. The updates address the derecognition of financial liabilities settled electronically and provide guidance on assessing contractual cash flows for features such as ESG-linked terms under the solely payments of principal and interest criterion. New disclosure requirements were also introduced for contingent features and equity instruments designated at fair value through other comprehensive income.
In December 2024, further amendments were issued relating to contracts referencing nature-dependent electricity. These clarify the ‘own-use’ exception, cash flow hedge accounting and introduce new disclosure requirements.
The amendments are effective for annual periods beginning on or after January 1, 2026, with early application permitted. The Company is evaluating the impact of these amendments on its consolidated financial statements.
4) MINERAL PROPERTY INTERESTS
a) Blue Moon (California, USA)
The Blue Moon zinc-silver-gold-copper property comprises of patented and unpatented lode mineral claims in Mariposa County, California. The claims are subject to a 0.5% Net Smelter Royalty (“NSR”) capped at US$500,000, payable to a third party. Certain claims not subject to the NI 43-101 resource estimate are subject to a 3% NSR royalty capped at US$200,000 payable to an additional third party.
b) Yava (Nunavut, Canada)
The Yava base metals property is located in Nunavut and consists of two mineral leases totaling 1,280 hectares. The mineral leases are subject to a 10% net profit interest (“NPI”) royalty which the Company has the right to purchase for $1,500,000. The Yava property was carried at $NIL for the years presented. On October 1, 2024, the Company disposed of its interests in the Yava property to Honey Badger Silver Inc. (“Honey Badger”, ticker symbol: TUF.V) in return for 4,250,000 common shares of Honey Badger, which has been classified as a financial asset measured at fair value through profit or loss and recorded a gain on sale of mineral interest of $340,000.
As at December 31, 2024, the fair value of the investment was $467,500, based on the closing market price of $0.11 per share. The change in fair value during the year resulted in an unrealized gain of $127,500, which has been recognized in the consolidated statement of loss and comprehensive loss.
c) Mineral property costs
| Blue Moon | ||
| $ | ||
| December 31, 2023 and 2024 | 698,007 |
d) General exploration expenses
| 2024 | 2023 | |||||||
| For the years ended December 31, | $ | $ | ||||||
| Claims costs | 34,048 | 14,914 | ||||||
| Camp operations | 66,957 | 32,996 | ||||||
| Engineering studies | 208,207 | - | ||||||
| Prospecting and geology | 74,905 | 58,401 | ||||||
| Permitting | 64,645 | 16,959 | ||||||
| TOTAL | 448,762 | 123,270 | ||||||
- 16 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
e) Other Income
During the year ended December 31, 2024, the Company sold a corporate wide right of first refusal on any precious metal streams or royalties on Blue Moon’s properties for $50,000 which is presented as other income on the Statement of Loss and Comprehensive Loss.
5) OTHER RECEIVABLES AND PREPAID EXPENSES
| 2024 | 2023 | |||||||
| For the years ended December 31, | $ | $ | ||||||
| Supplier advance | 50,000 | - | ||||||
| Canadian value added tax receivable | 41,139 | 5,756 | ||||||
| Other receivables | 160,663 | 3,417 | ||||||
| TOTAL | 251,802 | 9,173 | ||||||
6) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| 2024 | 2023 | |||||||
| For the years ended December 31, | $ | $ | ||||||
| Accounts payable | 400,891 | 19,418 | ||||||
| Accrued liabilities and other | 501,809 | 17,500 | ||||||
| TOTAL | 902,700 | 36,918 | ||||||
7) DEFERRED ACQUISITION COSTS
At December 31, 2024, the Company has capitalized $527,744 of deferred acquisition costs related to the Nussir and NSG Transactions. These costs primarily consist of legal, advisory and due diligence expenses incurred in connection with the transaction.
It is expected these costs will be included in the total purchase consideration and allocated to the acquired assets upon closing of the transaction, refer to note 16(a) for more information.
8) SHAREHOLDERS’ EQUITY
a) Authorized share capital
The Company is authorized to issue an unlimited number of common shares without par value, unlimited Class “A” preferred shares with par value of $10 per share, and unlimited Class “B” preferred shares without par value. No preferred shares have been issued. The directors are authorized to fix the number of shares and to determine the designation, rights, privileges, restrictions, and conditions attached to the shares.
- 17 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
b) Common Shares
The following shows the Corporation’s issued and outstanding common shares and the prices at which the shares are issued.
| Number of | Weighted Average | ||||||
| Common Shares | Share Price | ||||||
| Balance as at January 1, 2023 | 1,480,809 | ||||||
| Shares issued under prospectus offering | 1,159,600 | $ | 0.65 | ||||
| Balance as at December 31, 2023 | 2,640,409 | ||||||
| Shares issued under private placement | 2,640,000 | $ | 0.35 | ||||
| Unit Shares issued under Concurrent Offering | 1,000,003 | $ | 3.00 | ||||
| Shares issued on exercise of options | 45,000 | $ | 1.00 | ||||
| Balance as at December 31, 2024 | 6,325,412 | ||||||
On December 19, 2024, concurrent with the Nussir and NSG Transactions, the Company closed a brokered unit financing, issuing 1,000,003 units (the “Units”) at a price of $30.00 per Unit for gross proceeds of $30,000,093. Each Unit consists of one common share of Blue Moon (a “Unit Share”) and nine subscription units (“Subscription Units”) with 10% of the price per Unit allocated to the Unit Share and 90% of the price per Unit, $27,000,084, allocated to that of the Subscription Unit. Net proceeds from the Unit Shares were released to the Company upon closing and will not be returned to the subscribers in the event the escrow release conditions are not met. Net proceeds of the Subscription Units were held in escrow until the completion of the Transactions, when each Subscription Unit will convert into one common share of the Company without payment of additional consideration. Share issuance costs of $44,679 related to the Unit Shares were recorded while deferred share issuance costs of $417,101 related to the Subscription Receipts were recorded on the statement of financial position which were transferred to share issuance costs on the conversion of the Subscription Receipts to Common Shares on February 26, 2025.
On August 30, 2024, the Company issued 2,640,000 shares at a price of $0.35 per common share for gross proceeds of $924,000. The Company incurred issuance costs of $14,620.
On June 15, 2023, the Company issued 769,600 shares at a price of $0.65 per common share for gross proceeds of $500,240. The Company incurred unit issuance costs of $7,963.
On May 8, 2023, the Company issued 270,000 shares at a price of $0.65 per common share for gross proceeds of $175,500. The Company incurred unit issuance costs of $2,613.
On March 3, 2023, the Company issued 120,000 shares at a price of $1.00 per common share for gross proceeds of $120,000. The Company incurred unit issuance costs of $2,874.
- 18 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
9) WARRANTS, STOCK OPTIONS, RESTRICTED STOCK UNITS (“RSUs”), AND DEFERRED STOCK UNITS (“DSUs”)
a) Warrants
The following table summarizes the Company’s warrants as of December 31, 2024 and 2023, and changes during the years ended December 31, 2024 and 2023.
| Weighted | |||||||
| Average | |||||||
| Warrants | Exercise Price | ||||||
| Balance as at January 1, 2023 | 295,895 | $ | 12.00 | ||||
| Expired unexercised | (99,515 | ) | |||||
| Balance as at December 31, 2023 | 196,380 | $ | 12.00 | ||||
| Expired unexercised | (196,380 | ) | - | ||||
| Balance as at December 31, 2024 | - | $ | - | ||||
All warrants having expired during the year ended December 31, 2024, there is no warrant outstanding as at December 31, 2024. (2023: 196,380).
b) Stock options
The Corporation’s Plan includes Options, RSUs and DSUs. Directors, officers, employees and consultants of the Company and of its subsidiaries are eligible to receive Options. The aggregate number of shares to be issued upon the exercise of all derivatives granted under the plan shall not exceed 10% of the issued shares of the Company at the time of granting the options. The maximum number of common shares optioned to any one optionee shall not exceed 5% of outstanding common shares of the Company. Options granted under the plan generally have a term of five years but may not exceed five years and typically vest over a five-year period or at terms to be determined by the directors at the time of grant. The exercise price of each option shall be determined by the directors at the time of grant but shall not be less than the price permitted by the policies of the stock exchange(s) on which the Company’s common shares are then listed.
A summary of the Company’s stock option activity is presented below:
| Weighted | ||||||||
| (Expressed in Canadian dollars, except | Number of | Average Exercise | ||||||
| per share amounts) | Options | Price | ||||||
| Options outstanding, January 1, 2023 | 39,500 | $ | 5.20 | |||||
| Movement | - | - | ||||||
| Options outstanding, December 31, 2023 | 39,500 | 5.20 | ||||||
| Granted | 235,000 | 2.20 | ||||||
| Exercised | (45,000 | ) | 1.00 | |||||
| Expired, unexercised | (48,000 | ) | 3.50 | |||||
| Balance as at December 31, 2024 | 181,500 | $ | 2.80 | |||||
During the year ended December 31, 2024, the Corporation recorded share-based compensation expense of $83,116 (2023: $NIL) relating to stock options. 235,000 options were granted during the year ended December 31, 2024 (2023: NIL) and 48,000 options expired unexercised (2023: NIL) while 45,000 options (2023: NIL) were exercised for proceeds of $45,000.
- 19 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
The weighted-average fair value of stock options granted during the year ended December 31, 2024, was estimated on the dates of grant to be $0.68 per option granted using the Black-Scholes option pricing model with the following assumptions:
| 2024 | 2023 | |||||||
| Expected life (years) | 5.0 | - | ||||||
| Risk-free interest rate (%) | 3.0 - 3.6 | - | ||||||
| Expected volatility (%) | 115 – 216 | - | ||||||
| Expected dividend yield (%) | - | - | ||||||
| Expected forfeitures (%) | - | - | ||||||
Stock options outstanding and exercisable as at December 31, 2024, and 2023 are as follows:
| Weighted Average | ||||||||||
| Number, | Number, | Remaining | ||||||||
| outstanding at | exercisable at | Contractual Life | ||||||||
| Exercise prices ($/option) | December 31, 2024 | December 31, 2024 | (Years) | |||||||
| $1.00 | 55,000 | 18,333 | 4.02 | |||||||
| $3.40 | 115,000 | - | 4.82 | |||||||
| $5.00 | 11,500 | 11,500 | 0.75 | |||||||
| Balance as at December 31, 2024 | 181,500 | 29,833 | 4.33 | |||||||
RSUs
The following table summarizes the Corporation’s RSUs as of December 31, 2024 and 2023, and changes during the years then ended:
| Weighted | ||||||||
| (Expressed in Canadian dollars, except per | Number of | Average Value at | ||||||
| share amounts) | RSUs | Date of Grant | ||||||
| RSUs outstanding, January 1, 2023 and 2024 | - | $ | - | |||||
| Granted | 37,500 | 3.40 | ||||||
| Balance as at December 31, 2024 | 37,500 | $ | 3.40 | |||||
Under the Corporation’s Plan, RSUs are granted to employees, directors and non-employees as approved by the Corporation’s Board of Directors. Each RSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and can be equity or cash settled at the discretion of the Corporation. RSUs granted to date vest over a period of three years. None of the RSUs granted have vested as of December 31, 2024.
On November 1, 2024, 37,500 RSUs were granted. As the Company intends to settle in cash, the cost of the RSUs is recognized as an other liability in the statement of financial position and as an expense in the consolidated statements of loss. The liability is re-measured to fair value at each reporting date with changes in fair value recognized in the consolidated statements of loss.
During the year ended December 31, 2024, an amount of $12,808 (2023: $NIL) relating to RSUs on grant date and an amount of $566 (2023: $NIL) as a result of remeasurement was recorded in stock-based compensation expense.
- 20 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
DSUs
The following table summarizes the Corporation’s DSUs as of December 31, 2024 and 2023, and changes during the years then ended:
| Weighted | ||||||||
| (Expressed in Canadian dollars, except per | Number of | Average Value at | ||||||
| share amounts) | DSUs | Date of Grant | ||||||
| DSUs outstanding, January 1, 2023 and 2024 | - | $ | - | |||||
| Granted | 140,000 | 3.40 | ||||||
| Balance as at December 31, 2024 | 140,000 | $ | 3.40 | |||||
Under the Corporation’s Plan, DSUs are granted to directors as approved by the Corporation’s Board of Directors. Each DSU represents a unit with the underlying value equal to the value of one common share of the Corporation, vests over a specified period of service in accordance with the plan and is settled in common shares of the Corporation. DSUs granted to date vest over a period of one year. None of the DSUs granted have vested as of December 31, 2024.
On November 1, 2024, 140,000 DSUs were granted. As the Company intends to equity settle the awards, the cost of the DSUs is recognized as a component of contributed surplus in the statement of financial position and as an expense in the consolidated statements of loss. The fair value is not remeasured after the grant date. During the year ended December 31, 2024, an amount of $78,247 (2023: $NIL) relating to DSUs on grant date was recorded in stock-based compensation expense.
c) Net loss per share
Basic and diluted net loss per share were calculated using the weighted average number of common shares for the respective periods. For loss periods, the diluted net loss per share was calculated using weighted average number of common shares outstanding for the respective periods without giving effect to dilutive stock options and RSUs since their inclusion would be anti-dilutive.
| Weighted average number of shares | 2024 | 2023 | ||||||
| Basic and diluted weighted average number of shares outstanding | 3,575,832 | 2,175,330 | ||||||
10) RELATED PARTY TRANSACTIONS
Management Compensation
The Company’s related parties include its directors and officers, who are the key management of the Company. The remuneration of directors and officers during the years presented was as follows:
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Employee benefits | 145,049 | - | ||||||
| Consulting fees | 43,500 | 84,000 | ||||||
| Share-based payments | 147,083 | - | ||||||
| MANAGEMENT COMPENSATION | 335,632 | 84,000 | ||||||
As at December 31, 2024, no amounts are due to related parties (2023: $93,000) of the Company. These amounts due to related parties in 2023 were unsecured, non-interest bearing and had no specific terms of repayment and were fully repaid in 2024.
- 21 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
On November 2, 2018, the Company entered into a loan agreement with a director of the Company for the amount of $250,000. The Company was loaned an additional $15,000, $35,000 and $6,000 on January 9, 2019, March 21, 2019, and August 21, 2019, respectively, by the same director. The loans are unsecured and bear interest at 10% per annum. The principal value plus interest was originally payable on September 1, 2019. During the year ended December 31, 2022, the loan was extended until May 1, 2024 and the Company agreed to make principal payments of approximately $10,000 per month plus interest.
During the year ended December 31, 2024, the Company made principal and interest payments totaling $65,000 and $2,173, respectively (during the year ended December 31, 2023, the Company made principal and interest payments totaling $135,000 and $14,492, respectively) and repaid the entire loan in full. As at December 31, 2024, $NIL (December 31, 2023 – $65,000) was outstanding on the loan.
11) SEGMENTED INFORMATION
The Company principally engages in the acquisition, exploration and development of mineral properties in the United States. The segment presented reflects the way in which management reviews its business performance. The Company’s primary business activity is the advancement of the Blue Moon property. All of the Company’s non-current assets and exploration costs are located and incurred within the United States, whereas materially all of the Company’s cash and general and administrative costs are held and incurred by the Canadian parent. The following is a summary of non-current assets by segment:
| December 31, 2024 | December 31, 2023 | |||||
| Mineral Properties | Mineral Properties | |||||
| $ | $ | |||||
| United States | 698,007 | 698,007 | ||||
| Canada | - | - | ||||
12) SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS
The changes in the Company’s non-cash working capital items relating to operating activities for the years indicated below are as follows:
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Changes in other receivables and prepaid expenses | (120,851 | ) | 3,761 | |||||
| Changes in accounts payable and accrued liabilities | 395,741 | (32,045 | ) | |||||
| Changes in due to related parties | (90,827 | ) | 61,492 | |||||
| CHANGE IN NON-CASH WORKING CAPITAL | 184,063 | 33,208 | ||||||
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Interest paid | (2,173 | ) | (14,492 | ) | ||||
| Income taxes paid | - | - | ||||||
| TOTAL | (2,173 | ) | (14,492 | ) | ||||
At December 31, 2024, accrued liabilities and other include $410,406 (December 31, 2023 - $NIL) related to deferred acquisition costs and deferred financing fees in connection with the Nussir and NSG Transactions.
- 22 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
13) INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Loss for the year | (495,756 | ) | (340,856 | ) | ||||
| Expected income tax (recovery) | (134,000 | ) | (92,000 | ) | ||||
| Change in statutory, foreign tax, foreign exchange rates and other | 31,000 | 8,000 | ||||||
| Permanent differences | 30,000 | - | ||||||
| Share issuance costs | (16,000 | ) | (4,000 | ) | ||||
| Adjustment to prior years provision versus statutory tax returns | - | (2,000 | ) | |||||
| Expiry of non-capital losses | - | - | ||||||
| Change in unrecognized deductible temporary differences | 89,000 | 90,000 | ||||||
| TOTAL INCOME TAX EXPENSE (RECOVERY) | - | - | ||||||
The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:
| 2024 | 2023 | |||||||
| For the year ended December 31, | $ | $ | ||||||
| Deferred tax assets (liabilities) | ||||||||
| Mineral property interests | 1,312,000 | 1,310,000 | ||||||
| Property and equipment | - | 1,000 | ||||||
| Share issuance costs | 22,000 | 17,000 | ||||||
| Marketable securities | (17,000 | ) | - | |||||
| Allowable capital losses | 3,000 | 3,000 | ||||||
| Non capital losses available for future periods | 1,658,000 | 1,558,000 | ||||||
| 2,978,000 | 2,889,000 | |||||||
| UNRECOGNIZED DEFERRED TAX ASSET | (2,978,000 | ) | (2,889,000 | ) | ||||
| NET DEFERRED TAX ASSET | - | - | ||||||
The significant components of the Company’s temporary differences, unused tax credits and unused tax losses that have not been included on the consolidated statement of financial position are as follows:
| 2024 | 2023 | |||||||||||
| $ | Expiry | $ | Expiry | |||||||||
| Mineral property interests | 5,556,000 | No expiry | 5,447,000 | No expiry | ||||||||
| Property and equipment | - | No expiry | 3,000 | No expiry | ||||||||
| Share issuance costs | 81,000 | 2045 to 2048 | 63,000 | 2044 to 2047 | ||||||||
| Allowable capital losses | 11,000 | No expiry | 11,000 | No expiry | ||||||||
| Non-capital losses available for future periods | 6,027,000 | 2027 to 2044 | 5,782,000 | ) | 2027 to 2043 | |||||||
| Canada | 5,961,000 | 2027 to 2044 | 5,729,000 | 2027 to 2043 | ||||||||
| USA | 66,000 | No expiry | 53,000 | No expiry | ||||||||
Tax attributes are subject to review, and potential adjustment, by tax authorities.
- 23 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
14) CAPITAL MANAGEMENT
The Company is a mineral exploration and development company focusing on advancing the Blue Moon property. Its principal source of funds is the issuance of securities. The Company considers capital to be equity attributable to common shareholders, comprised of share capital, contributed surplus, and deficit. It is the Company’s objective to safeguard its ability to continue as a going concern so that it can continue to explore and develop its projects. As at December 31, 2024, certain conditions and events cast significant doubt upon the Company’s ability to continue as a going concern. Refer to note 1(b) for more information.
The Company manages its capital structure based on the funds available for its operations and makes adjustments for changes in economic conditions, capital markets and the risk characteristics of the underlying assets. To maintain its objectives, the Company may attempt to issue new shares, seek debt financing, acquire or dispose of assets or change the timing of its planned exploration and development projects. There is no assurance that these initiatives will be successful.
The Company monitors its cash position on a regular basis to determine whether sufficient funds are available to meet its short-term and long-term corporate objectives.
There has been no change in the Company’s capital management practices during the year. Blue Moon does not pay dividends. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.
15) FINANCIAL INSTRUMENT RISK
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework. The Company has exposure to liquidity and credit risks from the use of financial instruments. The carrying value of the Company’s financial instruments consisting of cash, restricted cash, receivables, due to related parties, and accounts payable and accrued liabilities approximate fair value due to the short term nature of the instruments.
a) Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its financial obligations as they come due. Certain conditions cast significant doubt on the Company’s ability to meet its financial obligations. Refer to note 1(b) for more information regarding the Company’s liquidity risk.
b) Credit risk
The Company is exposed to credit risk on its cash, restricted cash and sales tax receivables. To reduce credit risk, substantially all cash is on deposit at Canadian chartered banks. Restricted cash are deposits held by the Bureau of Land Management (“BLM”) in Nevada and California as well as cash held at escrow agents. As at December 31, 2024, sales tax receivables was $41,139 (2023: $5,756). Restricted cash is comprised of bonds valued at $6,302 (2023: $13,864) held by the BLM as well as cash held at escrow agent of $27,000,084 (2023: $NIL). The Company’s exposure to credit risk is limited to the carrying amount of its cash, restricted cash and sales tax accounts receivable. Accordingly, the Company considers its exposure to credit risk minimal.
c) Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and commodity and equity prices.
Interest rate risk
The Company has cash balances which are not subject to significant risks in fluctuating interest rates. The Company’s current policy is to invest excess cash in investment-grade short-term deposit certificates issued by its banking institutions. The Company periodically monitors the investments it makes and is satisfied with the credit ratings of its banks. An increase to interest rates by 1% would have an insignificant effect on the Company’s operations.
- 24 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
Foreign currency risk
The Company is exposed to foreign currency risk on fluctuations related to cash, restricted cash, receivables, and accounts payable and accrued liabilities that are denominated in US dollars.
Sensitivity Analysis
The Company through a subsidiary operates in the United States and is exposed to exchange risk from changes in the US dollar. A 10% fluctuation in the US dollar against the Canadian dollar would have a minimal impact on the Company’s loss and comprehensive loss.
Market Price risk
i. Equity price risk
The Company is exposed to equity price risk through fluctuations in the market price of its own common shares and its holding of equity securities. Equity price risk is defined as the potential adverse impact on the Company’s earnings, or ability to obtain equity financing, due to movements in individual equity prices or broader stock market movements.
In addition, the Company holds equity instruments which are held as marketable securities and are subject to equity price risk. The market price or value of these investments can vary from period to period.
ii. Commodity price risk
Commodity price risk is defined as the potential adverse impact on earnings and economic value due to commodity price movements and volatilities. The Company closely monitors commodity prices of zinc, copper, lead, silver, individual equity movements, and the stock market to determine the appropriate course of action to be taken by the Company.
16) SUBSEQUENT EVENTS
a) Acquisition of Nussir and NSG
On February 26, 2025, the Company completed the acquisition of two brownfield projects in Norway – Nussir and Nye Sulitjelma Gruver. On closing Blue Moon issued a total of 29,776,149 common shares in Blue Moon to the shareholders of Nussir and NSG for 93.5% of the issued and outstanding shares of Nussir and 100% of the issued and outstanding shares of NSG.
b) Acquisition of Øyen industrial land
On March 7, 2025, the Company completed the acquisition of all the issued and outstanding shares of Repparfjord Eiendom AS (“REAS”) from Wergeland Eigedom AS (“WG”), a private Norwegian company, together with associated ship-loading equipment and infrastructure related to aggregate mining, port area and adjacent properties to the Nussir project for NOK 180 million comprised of 4.2 million common shares and approximately US$7.2 million in cash. Pursuant to the arrangement, WG is to sublease part of the land for aggregate production in consideration for annual sublease payment fees, and to acquire agreed upon waste rock volumes from the Nussir project for a minimum price of NOK 15 per tonne.
c) Subscription Receipt conversion and strategic investors
On February 26, 2025, on the closing of the Nussir and NSG transactions, 9,000,028 Subscription Receipts, issued as part of the December 19, 2024 unit financing were automatically converted into 9,000,028 common shares of the Company without payment of additional consideration.
- 25 -
Blue Moon Metals Inc.
Notes to the Consolidated Financial Statements
For the years ended December 31, 2024 and 2023
(Expressed in Canadian dollars)
d) Resumption of trading, graduation to Tier 1 on the TSXV and share consolidation
Trading of Blue Moon Shares was halted on November 27, 2024 following the announcement of the Nussir and NSG Transactions. The Transactions closed on February 26, 2025, upon which trading resumed on March 14, 2025. On the resumption of trade, the application for the graduation of the Company from Tier 2 to Tier 1 issuer status on the TSXV as well as a share consolidation on the basis of ten pre-consolidation Blue Moon Shares for one post-consolidation Blue Moon Share, were approved by the TSXV.
e) Grant of options and DSUs to new officers and board members
On February 26, 2025, following the appointment of new officers for Blue Moon, 275,000 options were granted with an exercise price of $3.55 per stock option, exercisable for a period of five years from the date of grant and vesting over three years. On March 7, 2025, a total of 84,506 DSUs were awarded to independent members of the board of directors. The DSUs will vest upon the directors’ departure from the Company.
f) Non-brokered placement
On February 26, 2025, the Company closed a non-brokered placement with an officer of the Company for gross proceeds of US$100,000. The placement was priced at $3.00 per share and the shares are subject to a statutory hold period of four months and one day from the date of issuance.
g) Hartree Tranche 2
On March 7, 2025, the Company closed the second tranche of financing from Hartree Partners LP (“Hartree”), in connection with the Nussir and NSG Transactions. Hartree has purchased 1.75 million Blue Moon Shares at $3.00 per share for total proceeds of $5.25 million (the “Investment”). No finders fees are payable on the Investment, and the shares issued pursuant to the Investment are subject to a statutory 4 month and one day hold period from issuance.
- 26 -
Exhibit 99.100
Note: [01 Mar 2017] – The following is a consolidation of 13-501F1. It incorporates amendments to this document that came into effect on March 1, 2017. This consolidation is provided for your convenience and should not be relied on as authoritative.
FORM 13-501F1
CLASS 1 REPORTING ISSUERS AND CLASS 3B REPORTING
ISSUERS – PARTICIPATION FEE
MANAGEMENT CERTIFICATION
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace | $ 0.0550 (i) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period | 26404086.00 (ii) | |
| Market value of class or series | (i) x (ii) | $ 1452224.73 (A) |
| 2nd Specified Trading Period (dd/mm/yy) | 01/04/24 to 30/06/24 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace |
$ 0.0350 (iii) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period |
26404086.00 (iv) | |
| Market value of class or series | (iii) x (iv) |
$ 924143.01 (B) |
| 3rd Specified Trading Period (dd/mm/yy) | 01/07/24 to 30/09/24 | |
| Closing price of the security in the class or series on the last trading day of the specified trading period in which such security was listed or quoted on the highest trading marketplace |
$ 0.2700 (v) | |
| Number of securities in the class or series of such security outstanding at the end of the last trading day of the specified trading period |
52804086.00 (vi) | |
| Market value of class or series | (v) x (vi) |
$ 14257103.22 (C) |
| 4th Specified Trading Period (dd/mm/yy) | 01/10/24 to 31/12/24 | |
Exhibit 99.101
Date:
News Release: Ticker Symbols: |
April 14, 2025
25-08 TSXV: MOON; OTCQB: BMOOF |
|
BLUE MOON ANNOUNCES REINSTATEMENT OF QUOTATION ON THE OTCQB FOLLOWING
TRANSFORMATIONAL ACQUISITIONS
TORONTO, Ontario – April 14, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON; OTCQB: BMOOF) is pleased to announce that its common shares will be quoted on the OTCQB Market exchange in the United States effective at the market open on Monday, April 14, 2025 under the symbol BMOOF. The Company's shares will continue to trade on the TSX Venture Exchange (“TSXV”) under the symbol MOON.
The quotation on the OTCQB was previously suspended while the Company’s shares were halted on the TSXV as part of its transformation acquisition of the Nussir copper-gold-silver project and the NSG copper-zinc-gold-silver project, both located in Norway. With the reinstatement of trading on the TSXV on March 14, 2025, the Company applied for reinstatement on the OTCQB in the United States. The OTCQB will provide existing shareholders with an additional trading platform to the TSXV and introduce the Company to a broader range of retail and institutional investors that a United States quotation provides. The Company’s 100% owned Blue Moon zinc-gold-silver-copper project is located in the United States.
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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: 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 effective date of the reinstatement of the OTCQB quotation; the anticipated benefits of the reinstatement of the quotation on the OTCQB.
Page 1 of 2
Date:
News Release: Ticker Symbols: |
April 14, 2025
25-08 TSXV: MOON; OTCQB: BMOOF |
|
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 benefits of quotation on the OTCQB. 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 transactions referred to herein. There can also be no assurance that the strategic benefits expected to result from the OTCQB reinstatement 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.
Page 2 of 2
Exhibit 99.102
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
BLUE MOON ANNOUNCES MAIDEN NI 43-101 SULITJELMA RESOURCE OF 17 Mt @ 1.06% Cu & 0.21% Zn IN THE
INFERRED CATEGORY SUPPORTING VMS DISTRICT GROWTH POTENTIAL
TORONTO, Ontario – April 10, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON) is pleased to announce a maiden mineral resource estimate (“MRE”) for the Sulitjelma volcanogenic massive sulphide (“VMS”) deposit (the “Sulitjelma Project”), located in Nordland, Norway, which has been summarized in an independent Technical Report (the “Technical Report”) prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”), which will be filled on SEDAR+ within 45 days after the current announcement. The Sulitjelma Project is situated within a significant mining district known for its copper deposits, with historical production between 1891 and 1991 of 26 Mt of 1.80% Cu with additional zinc, sulfur, gold and silver credits (Nordrum, F.S., 1999. Minerals from the Sulitjelma Copper Mines, North Norway).
The MRE includes 17 million tonnes grading 1.06% Cu and 0.21% Zn in the inferred category over three deposits, supporting the project's potential for further growth. The resource estimate does not include gold, silver or sulfur which were historically recovered and considered by-product credits. The Company plans to advance the project through additional exploration and technical studies to further evaluate its economic viability.
Blue Moon will initially focus on the Rupsi and Dypet deposits where the company has received Norwegian Government approval in Q1 2025 to extend an existing historical mine tunnel into the deposit by up to 1 km. The tunnel extension and the completion of 10,000 m of underground drilling are part of the recommendations in the technical report with a budget of 37 MNOK (~US$3.4M). Exploration activities will focus on the exploration target to showcase its mineral potential. Current underground workings are in good condition, ending approximately 200 m from the resource estimate outline. Blue Moon plans to extend the underground drift towards intercepts such as 19.30 m apparent true thickness grading 1.05% Cu, 0.64% Zn & 8.0 g/t Ag (DH-RD-OLD-010) later this year. Figure 1 outlines the existing 400 m long tunnel that will be extended, and the location of the mineralization at the Rupsi and Dypet deposits.
Figure 1: Interpreted model of the current estimation from Rupsi deposit including the projected exploration adit
Page 1 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
The CEO of Blue Moon, Christian Kargl-Simard stated:
"With 100 years of production history, this resource estimate is the first NI 43-101 resource on this VMS district, in which Blue Moon holds the most important concessions. Blue Moon has the exclusive option to buy the historical processing plant infrastructure for a nominal value of 1 NOK (~US$0.1) and has access to numerous historical mining tunnels for efficient underground exploration. While the Rupsi deposit will be the focus of exploration to start, with historical intercepts such as 3.2 m apparent true thickness grading 6.82% Cu and 0.85% Zn, we think there are many other interesting targets in the district that could potentially result in several mining centres in due course. We think Blue Moon can bring back mining in this district, with a much more efficient and modern practice by the end of this decade, with exciting regular drill results. The addition of gold, silver, sulfur and cobalt in a future resource would also increase the strategic nature of the deposit. We plan to start underground development in Q3-2025.”
Mineral Resource Estimate
Table 1: Sulitjelma Constrained Resource Evaluation Statement
| Inferred Resources By Zone | Sub-Totals | ||||||||||
| Region | Zone | Tonnes | Cu | Zn | Cu_Eq | APT* | Tonnes | Cu | Zn | Cu_Eq | |
| Kt | % | % | % | m | Kt | % | % | % | |||
| 2 | 4,188 | 1.45 | 0.35 | 1.50 | 5.2 | ||||||
| 3 | 1,499 | 0.95 | 0.19 | 0.98 | 5.5 | ||||||
| 5 | 2,188 | 0.82 | 0.37 | 0.88 | 15.7 | ||||||
| Rupsi/Dypet | 6 | 410 | 1.40 | 0.24 | 1.43 | 3.6 | |||||
| 7 | 126 | 0.77 | 0.15 | 0.79 | 2.4 | ||||||
| 8 | 484 | 0.89 | 0.11 | 0.91 | 6.8 | ||||||
| 9 | 163 | 2.01 | 0.25 | 2.05 | 2.5 | ||||||
| 10 | 201 | 1.39 | 0.36 | 1.45 | 2.9 | 9,258 | 1.19 | 0.31 | 1.24 | ||
| 2 | 3,031 | 0.88 | 0.07 | 0.89 | 4.2 | ||||||
| Hankabakken II | 3 | 1,471 | 0.86 | 0.05 | 0.86 | 3.1 | |||||
| 5 | 453 | 1.00 | 0.02 | 1.00 | 9.1 | 4,955 | 0.88 | 0.06 | 0.89 | ||
| 2 | 455 | 1.15 | 0.19 | 1.18 | 3.6 | ||||||
| Sagmo | 3 | 193 | 1.56 | 0.14 | 1.58 | 6.4 | |||||
| 5 | 2,205 | 0.89 | 0.15 | 0.91 | 4.1 | 2,853 | 0.98 | 0.16 | 1.00 | ||
| Total | 17,066 | 1.06 | 0.21 | 1.10 | 6.1 | ||||||
* Apparent True Thickness
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | All resources reported are categorized Inferred; there are no Measured or Indicated resources. |
| 3. | A minimum mining thickness of 2.2 m was applied in making the MRE constraint wireframes. |
| 4. | The MRE constraint wireframes were generated using a preliminary MSO, based on a cut-off grade of 0.60% CuEq, related to potential underground mining. |
| 5. | Assumed parameters for the cut-off grade and CuEq calculations included: Prices: US$4.20/lb Cu, US$1.25/lb Zn Processing recoveries: 92% Cu, 57% Zn Payabilities: 96.5% Cu, 86% Zn |
| 6. | The copper equivalent (CuEq) calculation is as follows: CuEq = Cu grade + (Zn grade ´ 0.16) |
| 7. | For the cut-off grade calculation, the assumed total operating cost was $50/t of ore. |
| 8. | A global density value of 3 t/m3 was assumed. |
| 9. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 10. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
Page 2 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
The MRE for the Sulitjelma Project is classified entirely as Inferred Mineral Resources in accordance with NI 43-101. Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty additional drilling will result in the conversion of Inferred category material to either Indicated or Measured categories, or that the project will be economically viable.
This MRE work was carried out and prepared in compliance with NI 43-101, and the mineral resources in this estimate were calculated using the CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council in May 2014. The Technical Report will be filed on SEDAR+ within 45 days. Conforming with guidelines for “reasonable prospects for eventual economic extraction,” constrained evaluations were completed using a Mineable Shape Optimiser (MSO) to generate wireframes. This MRE of the Sulitjelma deposit is summarised in Table 1.
For the Sulitjelma deposit, complete sets of data from 601 historic diamond drillholes have been collated, covering 7 8,144 m. Of these, 286 diamond drillholes have intersected mineralization within the three deposits which have had their resources estimated in the current study. 51 of these holes were drilled from surface, with the other 235 holes being drilled from underground.
The geologic continuity of Sulitjelma Project VMS mineralization is well established through core drilling and a full set of drill sections that guided 3D modelling of geology and structure to develop wireframe models. The Mineral Resource estimate considers a combination of lithological and grade domains. The following select, historic drilling results are significant intersections (reported in apparent true thickness) from either surface or underground drilling results from the deposits that comprise the Sulitjelma project:
Rupsi deposit (surface drilling)
DH-RD-OLD-010 with 19.30
m @ 1.05% Cu, 0.64% Zn & 8.0g/t Ag from 721.00m
including 7.00 m @ 2.27% Cu, 1.52% Zn & 17.2g/t Ag from 721.00m
DH-RD-OLD-012 with 47.10
m @ 0.54% Cu, 0.13% Zn from 752.00m
including 12.00 m @ 0.82% Cu & 0.06% Zn from 790.00m
DH-RD-OLD-001 with 3.42 m @ 4.03%
Cu & 0.22% Zn from 393.35m
DH-RD-OLD-001 with 9.40 m @ 1.39% Cu & 0.15% Zn from 485.20m
DH-RD-OLD-004 with
11.40 m @ 1.23% Cu & 0.23% Zn from 547.50m
DH-RD-OLD-008 with 3.20 m @ 6.82% Cu & 0.85% Zn from 625.00m
Hankabakken deposit (underground drilling)
DH-HK-OLD-123 with 8.60 m @ 1.30% Cu, 0.02% Zn
DH-HK-OLD-300 with 11.70 m @ 1.21% Cu, 0.07% Zn
DH-HK-OLD-306 with 10.10 m @ 1.13% Cu, 0.06% Zn
Sagmo deposit (underground drilling)
DH-SG-OLD-30 with 6.20 m @ 1.42% Cu & 0.11% Zn
DH-SG-OLD-34 with 9.40 m @ 1.69% Cu & 0.00% Zn
DH-SG-OLD-36 with 15.80 m @ 1.60% Cu & 0.24% Zn
Page 3 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
The compiled historic drilling data was then used to develop a sectional interpretation of mineralized vein intersections, based on a cut-off of 0.6% CuEq. The interpreted zones within each deposit in general have been extrapolated a maximum distance of approximately 100 m beyond the furthest intersection, both laterally and down-dip, from the outer-most drillhole intersections. The drilling grid spacing used was generally 200-250 m so the extrapolation distance is half of the typical grid spacing.
Three different block models were developed for the Rupsi, Dypet, Hankabakken and Sagmo deposits. For each deposit, the same modelling methodology was applied. A digital terrain model (DTM) was generated, based on the center points on each drillhole intersection. Apparent true thickness measurements were then estimated and used to develop a three-dimensional block model of each zone. Composite grades of copper and zinc were then estimated, based on inverse-distance squared weighting. The previously exploited areas within each mine site were allocated as mined by using perimeters from historical mine plans. These mined areas were therefore excluded from the current resource estimate.
Geology – Mineralization
Rupsi/Dypet deposit
The Rupsi/Dypet deposit is interpreted to correlate with the Hankabakken level and is the northwesternmost deposit in Sulitjelma. Mineralization is characterized by various styles such as massive and semi-massive sulphides, disseminations and veins (stringers) within a chlorite-biotite rich hydrothemal breccia. Two-fold phases have formed a recumbent elongated antiform with ore enrichment in the fold hinge zone. In terms of alteration, the Rupsi deposit manifests an abnormal enrichment in potassium relative to the surrounding strata. The K feldspar-biotite-chlorite ± albite core is enveloped by a more typical chloritic alteration zone characterized by an increasing Fe/(Fe d- Mg) ratio away from the deposit.
Hankabakken deposit
The Hankabakken mine was worked on two different ore bodies, Hankabakken I and II. Hankabakken II is a blind deposit, located some 500 m NW from Hankabakken I. The thickness of the ore bodies was generally 3 m - 5 m and commonly exhibited increasing Cu-content towards the hanging wall.
Sagmo deposit
In the Sagmo deposit, Cu is markedly enriched toward the footwall of the orebody and there is some evidence of Zn and Pb being enriched toward the hanging wall. This may suggest that this orebody is not inverted. Considerable change in the Cu/Zn/Pb ratios of various rock types is also borne out by the associated alteration lithologies. The biotite schists immediately subjacent to the massive ore plot tightly into the Cu corner of the Cu-Zn-Pb ternary diagram. The massive ore is slightly Zn rich. The disseminated host rocks contain a large component of laterally dispersed sulphides that fill a broad area with Cu/Zn ratios ranging between 75:25 to 10:90. Chlorite schists distant to the ore contain appreciably more Zn than Cu, whereas amphibolites which have been leached of Cu but only minimally of Zn show Zn enrichment.
Exploration Plan
Blue Moon’s exploration program for Sulitjelma project is designed to expand known mineralized zones and enhance MRE confidence through a systematic approach to drilling. A key component of the plan is the refurbishment of, and a one-kilometer extension of the historic Rupsi exploration draft, providing improved underground access for detailed mapping, sampling, and drill platform development.
Page 4 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
Technical staff are planning to evaluate, confirm, and extend the existing MRE through a series of sectional drill fans that are part of a 10,000 m exploration drilling program. The drilling program will be complemented through soil and core geochemistry, which shall be analyzed using the ioGAS software platform. It is anticipated that results will aid greatly in vectoring towards additional VMS mineralization. Additionally, geological mapping, geophysical surveys, and relogging of historical drill core will occur in 2025 to further refine the geological model and optimize drill targeting. This integrated approach to exploration at Sulitjelma Project is expected to significantly advance the understanding and potential of the project
QAQC
A thorough review of available information on the Sulitjelma Project yields very little quality control and quality assurance (“QAQC”) data that is available regarding sample preparation, laboratory analytical procedures, including the performance standards, blanks and duplicates. There is also no information available about chain of custody security procedures from the historic drilling activities. However, it is presumed that the prior operators conducted both sampling and analytical procedures in accordance with the industry best practices of the time.
Data Verification
Very little information is available on the sample preparation, analysis and security procedures from the historic drilling activities, which occurred in the evaluated areas between 1952 and 1988. The fact that so much Sulitjelma core is still in reasonable condition at the NGU core archive at Løkken demonstrates the sound procedures which must have been in place when the original samples were taken. There are no records describing the assay methods used. However, from examination of the compiled assay data, the limits of detection appear to have been 0.01% Cu and 0.01% Zn.
Blue Moon provided full access to all facilities and personnel during the visits. The QP also completed checks of:
| · | Surface collar elevation data relative to surface topography data. |
| · | Drillhole data integrity. |
| · | Drillhole data against pre-existing plans and cross-sections. |
| · | Additional density measurements of Sulitjelma core samples, taken during February 2025. |
The QP has reviewed the available sample data and corresponding information, and although there is a lack of QAQC information available, is of the opinion that the data available for the Mineral Resource estimation are of sufficient quality to estimate mineral resources for an Inferred category, in accordance with CIM guidelines.
Qualified Persons
The Technical Report on the Mineral Resources of the Sulitjelma Project, Norway, was prepared solely by Qualified Person (QP) Adam Wheeler (C.Eng., Eur Ing, FIMMM), an independent mining consultant.
Adam Wheeler has been involved with the Sulitjelma Project since 2021. He conducted a site visit on December 2, 2024 and reviewed drill core from the project at the NGU core storage facilities in Løkken, Norway on December 3, 2024.
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. It has also been reviewed by Mr. Wheeler (C.Eng., Uur Ing, FIMMM), the independent QP.
Page 5 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
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-Simard
CEO and Director
Phone: (416) 230 3440
Email: 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 results of the Technical Report; the filing of the Technical Report and the timing thereof; the Company’s plans to advance the project through additional exploration and technical studies; the initial exploration focus area and timing of anticipated exploration activities; the recommended work program and budget thereof; the refurbishment and extension of the existing historical mine tunnel; the recommended exploration drilling program; the exploration plan; management statements regarding Blue Moon bringing mining back to the district; the plan to start underground development and the timing thereof.
Page 6 of 7
Date:
News Release: Ticker Symbols: |
April 10, 2025
2025-07 TSXV: MOON |
|
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 anticipated results of the Technical Report will not be realized; that the Technical Report may not published at all or within the expected timeframe; that the Company may not advance the project at all or through the anticipated additional exploration and technical studies; the initial exploration focus area may differ from the anticipated; the exploration activities may not commence at all or within the anticipated timing thereof; the recommended work program and budget thereof may not be realized; the existing historical mine tunnel may not be refurbished and extended; the recommended exploration drilling program may not be commenced or completed; the exploration plans may differ from the anticipated; that Blue Moon may not bring mining back to the district; that the underground development may not comment at all or within the anticipated timing thereof. 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 Sulitjelma Project and its 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.
Page 7 of 7
Exhibit 99.103
Date:
News Release: Ticker Symbols: |
March 18, 2025
25-06 TSXV: MOON |
|
BLUE MOON METALS: NORWEGIAN MINISTRY OF TRADE, INDUSTRY AND FISHERIES UPHOLDS THE EXTENDED DEADLINE FOR START-UP OF OPERATIONS PURSUANT TO NUSSIR'S OPERATING LICENSE IN FINAL POSSIBLE APPEAL
TORONTO, Ontario – March 18, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON) is pleased to announce the Norwegian Ministry of Trade, Industry and Fisheries has upheld its Operating License and the extended deadline for start-up of operations for the Nussir Mine (the “Nussir Mine”) in the last possible appeal. This license will remain in place as long as mining activities on the Nussir Mine have commenced by September 2027. Blue Moon's Nussir subsidiary in Norway has all of its required primary permits required for construction and operations (operating license, extraction permit, environmental permit and zoning plan), with challenges to each having been exhausted in third party appeals processes. Secondary permits have either been granted or are in the application process as only required closer to operations.
Blue Moon is currently reviewing the technical aspects of the prior 2023 JORC compliant feasibility study on the Nussir Mine, and is engaging in basic engineering and optimization programs, as well as (the requested) planning for pre-construction activities which will include underground activities like drilling for additional reserve conversion and geotechnical purposes.
Pre- construction activities are expected to commence later this year with an expected budget of approximately US$30 million, utilizing only existing brownfield surface areas. These activities are required to finalize engineering parameters, as well as basic and detailed engineering activities ahead of an updated feasibility study expected in 1H-2026. This program is fully financed through existing cash and the Hartree standby credit facility as announced on December 19, 2 024. More details of this plan will be announced upon commencement of the underground decline work.
Qualified Persons
Dustin Small, P. Eng., a non-Independent Qualified Person under NI 43-101, has approved the scientific and technical information related to the operations matters contained in this news release.
About Blue Moon
Blue Moon is advancing three 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 three 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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 1 of 2
Date:
News Release: Ticker Symbols: |
March 18, 2025
25-06 TSXV: MOON |
|
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: timing of the secondary permits, pre-construction activities, spend of US$30 million and timing of the updated feasibility study.
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 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 updates referred to herein. 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.
Page 2 of 2
| Form 45-106F1 Report of Exempt Distribution ITEM 1 - REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD) ITEM 2 - PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure). Investment fund issuer Issuer (other than an investment fund) Underwriter ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Blue Moon Metals Inc / Blue Moon Metals Inc Previous full legal name BLUE MOON METALS INC. (FORMERLY BLUE MOON ZINC CORP.) If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website www.bluemoonmining.com (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier 254900CUYCO1Z90SIR42 If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) ITEM 4 - UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. Full legal name Firm NRD number (if applicable) SEDAR+ profile number |
| ITEM 5 - ISSUER INFORMATION If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. a) Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. NAICS industry code 212233 If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt 500 or more Private companies Cryptoassets b) Number of employees Number of employees: 0 - 49 50 - 99 100 - 499 c) SEDAR+ profile number Provide the issuer’s SEDAR+ profile number 000025425 ITEM 6 - INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. a) Investment fund manager information Full legal name Firm NRD number (if applicable) SEDAR+ profile number b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe) |
| Indicate whether one or both of the following apply to the investment fund. Invest primarily in other investment fund issuers Is a UCITs Fund 1 1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. c) Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). Date of NAV calculation: Under $5M $5M to under $25M $500M to under $1B $25M to under $100M $100M to under $500M $1B or over YYYY MM DD ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees, in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe) b) Distribution dates State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distribued on a continuous basis, include the start and end dates for the distribution period covered by the report. Start date 2025 03 07 End date 2025 03 07 YYYY MM DD YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Canadian $ CUSIP number (if applicable) Security code Number of securities Single or lowest price Highest price Description of security Total amount CMS common shares 59,600,000.0000 0.3000 17,880,000.0000 |
| Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid Value of all securities distributed as compensation 4 Security code 1 Security code 2 Security code 3 Security codes Describe terms of warrants, options or other rights Other compensation 5 Describe Total compensation paid Check box if the person will or may receive any deferred compensation (describe the terms below) 4 acquire additional securities of the issuer. Indicate the security codes for all securities distributed as compensation, Provide the aggregate value of all securities distributed as compensation, excluding options, warrants or other rights exercisable to including options, warrants or other rights exercisable to acquire additional securities of the issuer. 5 Do not include deferred compensation. ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one). Reporting issuer in a jurisdiction of Canada Foreign public issuer Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6 Provide name of reporting issuer Wholly owned subsidiary of a foreign public issuer 6 Provide name of foreign public issuer Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7 . If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. 6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively. |
| 7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions. If the issuer is none of the above, check this box and complete Item 9(a) – (c). a) Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter. Business location of non-individual Relationship to issuer (select all that apply) First given name or residential jurisdiction of individual Organization or company name Family name Secondary given names Province or country D O P b) Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer. Residential jurisdiction Relationship to promoter (select Organization or company name Family name First given Secondary given name names of individual one or both if applicable) Province or country D O c) Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons. ITEM 10 - CERTIFICATION Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions |
| to file a completed report of exempt distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. Name of Issuer/ investment fund manager/agent Blue Moon Metals Inc. Full legal name KARGL-SIMARD Christian Family name First given name Secondary given names Title Chief Executive Officer Telephone number +1 (416) 230-3440 Email address christian@bluemoonmetals.com Signature Christian Kargl-Simard Date 2025 03 17 YYYY MM DD ITEM 11 - CONTACT PERSON Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. Same as individual certifying the report Full legal name PRITCHARD Derrilynn Family name First given name Secondary given names Title Securities Law Clerk Name of company DLA PIPER (CANADA) LLP/DLA PIPER (CANADA) LLP Telephone number Email address derrilynn.pritchard@dlapiper.com NOTICE – COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: |
| a) b) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and has authorized the indirect collection of the information by the securities regulatory authority or regulator. |
Exhibit 99.105
INVESTOR RIGHTS AGREEMENT
HARTREE PARTNERS, LP
and
BLUE MOON METALS INC.
MARCH 7, 2025
| TABLE OF CONTENTS | ||
| Page | ||
| ARTICLE 1 INTERPRETATION | 1 | |
| 1.1 | Defined Terms | 1 |
| 1.2 | Rules of Construction | 5 |
| 1.3 | Entire Agreement | 5 |
| 1.4 | Time of Essence | 5 |
| 1.5 | Governing Law and Submission to Jurisdiction | 6 |
| 1.6 | Severability | 6 |
| ARTICLE 2 BOARD OF DIRECTORS | 6 | |
| 2.1 | Nomination Right | 6 |
| 2.2 | Information Right | 7 |
| 2.3 | Directors’ Liability Insurance and Fees, Costs and Expenses | 8 |
| 2.4 | Corporate Governance and Consultation Right | 8 |
| ARTICLE 3 PARTICIPATION RIGHT | 8 | |
| 3.1 | Issuance of Additional Securities | 8 |
| 3.2 | Additional Issuance Notices | 9 |
| 3.3 | Exercise of Pre-Emptive Rights | 9 |
| 3.4 | Sales to Prospective Buyer | 11 |
| 3.5 | Closing of the Issuance | 11 |
| 3.6 | Issuances Not Subject to Participation Rights | 12 |
| 3.7 | No Conflict with Shareholders’ Rights Plan | 12 |
| 3.8 | Top-Up Right | 12 |
| 3.9 | Regulatory and Shareholder Approval Requirements | 13 |
| ARTICLE 4 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION | 14 | |
| 4.1 | Compliance with Laws | 14 |
| 4.2 | Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions Laws and Export Control Laws | 14 |
| 4.3 | Covenant to Remain a Reporting Issuer | 15 |
| 4.4 | Constitutional Documents | 15 |
| 4.5 | Other Investor Rights Agreements | 15 |
| 4.6 | Block Trades | 16 |
| ARTICLE 5 COMMITTEES | 16 | |
| 5.1 | Technical Committee | 16 |
| ARTICLE 6 REGISTRATION RIGHTS | 19 | |
| 6.1 | Demand Registration Rights | 19 |
| 6.2 | Piggyback Registration Rights | 21 |
| 6.3 | Withdrawal of Eligible Securities | 22 |
| 6.4 | [Reserved] | 22 |
| 6.5 | Costs | 22 |
| 6.6 | Exempted Sales of Eligible Securities | 23 |
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| 6.7 | U.S. Demand Registration Rights | 23 |
| 6.8 | Registration in the United States | 25 |
| 6.9 | Other Registration Rights | 25 |
| ARTICLE 7 DUE DILIGENCE; INDEMNIFICATION | 25 | |
| 7.1 | Establishment; Reasonable Investigation | 25 |
| 7.2 | Indemnification by the Corporation | 25 |
| 7.3 | Indemnification by the Investor | 26 |
| 7.4 | Contestation of Action by Indemnifying Parties | 27 |
| 7.5 | Survival | 27 |
| ARTICLE 8 MISCELLANEOUS | 28 | |
| 8.1 | Termination | 28 |
| 8.2 | Survival | 28 |
| 8.3 | Notices | 28 |
| 8.4 | Amendments and Waivers | 29 |
| 8.5 | Assignment | 29 |
| 8.6 | Announcements | 29 |
| 8.7 | Successors and Assigns | 30 |
| 8.8 | Expenses | 30 |
| 8.9 | Further Assurances | 30 |
| 8.10 | Right to Injunctive Relief | 30 |
| 8.11 | Counterparts | 30 |
| 8.12 | No Partnership | 30 |
SCHEDULES:
Schedule “A” - TECHNICAL COMMITTEE MANDATE
Schedule “B” - MOST FAVOURED NATION
Schedule “C” - REGISTRATION RIGHTS PROCEDURES
INVESTOR RIGHTS AGREEMENT
THIS AGREEMENT made the 7th day of March, 2025
BETWEEN:
Hartree Partners, LP, a limited partnership existing under the laws of Delaware (the “Investor”),
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Blue Moon Metals Inc., a corporation existing under the laws of the Province of British Columbia (the “Corporation”).
WHEREAS in connection with a subscription agreement dated March 7, 2025 (the “Subscription Agreement”) between the Investor and the Corporation, the Corporation will issue Common Shares (as defined below) to the Investor;
AND WHEREAS in connection with the Investor agreeing to subscribe for and becoming the holder of such Common Shares, the Corporation has agreed to grant certain rights set out herein to the Investor, on the terms and subject to the conditions set out herein;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
ARTICLE 1
INTERPRETATION
1.1 Defined Terms
For the purposes of this Agreement, unless the context otherwise requires or unless otherwise expressly set out herein, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:
“Act” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as in effect on the date hereof;
“affiliate” has the meaning ascribed to such term in the Act, as in effect on the date of this Agreement;
“Agreement” means this Investor Rights Agreement, as amended from time to time;
“Anti-Corruption Laws” means the Criminal Code (Canada) (as amended); the Corruption of Foreign Public Officials Act (Canada) (as amended); the U.S. Foreign Corrupt Practices Act of 1977 (as amended); any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; and any state, local or provincial anti-bribery or anti-corruption Law, or any other applicable anti-bribery or anti-corruption Laws;
“Anti-Money Laundering Laws” means applicable financial recordkeeping and reporting requirements, including those of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (as amended), the U.S. Currency and Foreign Transactions Reporting Act of 1970 (as amended), the applicable anti-money laundering statutes of all jurisdictions where the relevant entity or any of its subsidiaries conducts business, the rules and regulations thereunder, and any related or similar rules, regulations, or guidelines issued, administered, or enforced by any Governmental Body;
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“Block Trade” has the meaning set out in Section 4.6;
“Block Trade Notice” has the meaning set out in Section 4.6;
“Blue Moon Entity” means the Corporation and any of its affiliates now or hereafter incorporated;
“Board” means the board of directors of the Corporation;
“Business Day” means any day, other than (a) a Saturday, Sunday or statutory holiday in the Province of British Columbia, the Province of Ontario or the State of New York and (b) a day on which banks are generally closed in the Province of British Columbia, the Province of Ontario or the State of New York;
“Canadian Securities Laws” means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, all as amended from time to time;
“Common Shares” means the common shares in the capital of the Corporation issued and outstanding from time to time and includes any common shares that may be issued hereafter;
“Confidentiality Agreement” means the confidentiality agreement dated December 16, 2024 between the Corporation and the Investor;
“Control” means the power, direct or indirect, to cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise;
“Corporation Observer” has the meaning set out in Section 5.1(c);
“Corporation Recipient” has the meaning set out in Section 5.1(g);
“Corporation Technical Representatives” has the meaning set out in Section 5.1(b);
“Dilutive Event” shall have the meaning set out in Section 0;
“Equity Securities” means collectively, equity or voting securities of the Corporation, whether or not currently authorized, including the Common Shares, as well as rights, options, or warrants to purchase such equity or voting securities, or securities of any type (including debt securities) whatsoever that are, or may become, convertible or exchangeable into or exercisable for equity or voting securities of the Corporation including the Common Shares;
“Excluded Securities” has meaning set out in Section 0;
“Exercise Notice” shall have the meaning set out in Section 3.3(a);
“Exercise Period” shall have the meaning set out in Section 3.3(a);
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“Export Control Laws” means applicable Laws, and/or regulations governing exports, imports or re-exports to or from any country, including the export or re-export of goods, services or technical data from such country, or imposing trade embargoes or economic sanctions against other countries or persons;
“Governmental Body” means any (a) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (b) any subdivision or authority of any of the foregoing; (c) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under, or for the account of, its members or any of the above; or (d) any court exercising jurisdiction over the affairs of the applicable Person, asset, obligation or other matter;
“Investor Confidential Information” has the meaning set out in Section 5.1(g);
“Investor Nominee” shall have the meaning set out in Section 2.1(a);
“Investor Observer” has the meaning set out in Section 5.1(c);
“Investor Percentage” means, at any particular time, the percentage equal to the fraction, the numerator of which is the number of Common Shares beneficially held by the Investor and/or its affiliates at such time, and the denominator of which is the number of the issued and outstanding Common Shares (on a non-diluted basis) at such time;
“Investor Representative” has the meaning set out in Section 5.1(f);
“Investor Technical Representative” has the meaning set out in Section 5.1(b);
“Issuance Notice” shall have the meaning set out in Section 3.2(a);
“Laws” means, with respect to any person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, writ, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Body that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Body, as amended;
“Letter Agreement” means the letter agreement dated December 17, 2024 between the Investor and the Corporation, including the schedules thereto;
“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions;
“Next Election” shall have the meaning set out in Section 2.1(a);
“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids;
“Observer” has the meaning set out in Section 5.1(c);
“Offered Securities” shall have the meaning set out in Section 3.1;
“Participation Right” shall have the meaning set out in Section 3.1;
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“Person” means and includes any individual, partnership, association, organization, firm, body corporate, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Body), agency, instrumentality or other entity, whether or not having legal status;
“Proposed Offering” shall have the meaning set out in Section 3.1;
“Reporting Jurisdictions” means British Columbia, Alberta and Quebec;
“Sanctioned Territory” means any country, region, or territory that is the subject or the target of comprehensive Sanctions, including, without limitation, Crimea, Luhansk and Donetsk Regions of Ukraine, Cuba, Iran, North Korea (Democratic People’s Republic of Korea) and Syria;
“Sanctions” means any economic sanctions or other regulations, orders, directives, or designations, which are imposed, administered or enforced from time to time, including but not limited to those administered by Australia, Canada, the European Union, the United Kingdom, the United Nations and/or the United States;
“Subscription Agreement” has the meaning set out in the recitals hereto;
“Technical Committee” has the meaning set out in Section 5.1(a);
“Technical Representative” has the meaning set out in Section 5.1(b);
“Third Party Participation Rights” has the meaning set out in Section Error! Reference source not found.;
“Top-Up Right” has the meaning set out in Section 3.8(a);
“Top-Up Right Acceptance Notice” has the meaning set out in Section 3.8(e);
“Top-Up Right Notice Period” has the meaning set out in Section 3.8(e);
“Top-Up Right Offer Notice” has the meaning set out in Section 3.8(d);
“Top-Up Shares” has the meaning set out in Section 3.8(a);
“Transfer” includes any direct or indirect transfer, sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, granting of any option, right or warrant to purchase (including any short sale, put option or call option) or other disposition;
“TSXV” means the TSX Venture Exchange; and
“Unsuitable Director” means a person who (i) has been at any time charged with (a) acting in material breach of the Law, (b) in breach of, or facilitating an offence under, Anti-Corruption Laws, Anti-Money Laundering Laws, Export Trade-Controls or Sanctions, (c) committing any serious criminal offense or (d) materially breaching any fiduciary or other duty to the Corporation or (ii) is the subject or target of any Sanctions. For purposes of this definition, the term “Unsuitable Director”shall not include any Person who has been charged with, but determined by a court of competent jurisdiction to have been not guilty or not civilly liable for, any such matters.
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1.2 Rules of Construction
Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires, in this Agreement:
| (a) | the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof”, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof; |
| (b) | references to an “Article”, “Section” or “Schedule” followed by a number or letter refer to the specified Article or Section of or Schedule to this Agreement; |
| (c) | the division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement; |
| (d) | words importing the singular number only shall include the plural and vice versa and words importing the use of any gender shall include all genders; |
| (e) | the word “including” is deemed to mean “including without limitation”; |
| (f) | the terms “party” and “the parties” refer to a party or the parties to this Agreement; |
| (g) | any reference to this Agreement means this Agreement as amended, modified, replaced or supplemented from time to time; |
| (h) | any reference to a statute, regulation or rule shall be construed to be a reference thereto as the same may from time to time be amended, re-enacted or replaced, and any reference to a statute shall include any regulations or rules made thereunder; |
| (i) | all dollar amounts refer to Canadian dollars; |
| (j) | any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends; and |
| (k) | whenever any action is required to be taken or period of time is to expire on a day other than a Business Day, such action shall be taken or period shall expire on the next following Business Day. |
1.3 Entire Agreement
This Agreement and the Confidentiality Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, including Schedule “B” to the Letter Agreement (except to the extent incorporated herein). There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as provided in this Agreement.
1.4 Time of Essence
Time shall be of the essence of this Agreement.
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| 1.5 | Governing Law and Submission to Jurisdiction |
| (a) | This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province. |
| (b) | Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding. |
| 1.6 | Severability |
If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the extent possible.
ARTICLE 2
BOARD OF DIRECTORS
| 2.1 | Nomination Right |
| (a) | From the date hereof until December 31, 2025, the Investor shall have the right to designate one (1) nominee to serve as a director of the Corporation (such nominee, an “Investor Nominee”) for election to the Board until the next meeting of the Corporation’s shareholders following December 31, 2025, at which directors are to be elected (the “Next Election”). An Investor Nominee must: (i) consent in writing to serve as a director; (ii) be eligible to serve as a director (A) under the Act and (B) pursuant to the rules of the TSXV and any other stock exchange on which the Common Shares are then listed and/or traded; and (iii) not be an Unsuitable Director. |
| (b) | The Corporation shall promptly take all necessary steps to appoint an individual selected by the Investor in accordance with Section 2.1(a), as soon as practicable, to serve on the Board as the initial Investor Nominee until the Next Election. To the extent such appointment is not feasible under applicable corporate Laws and/or TSXV requirements, or in the event it is necessary to seek shareholder approval for the election of the initial Investor Nominee, the Corporation shall call and hold a meeting of its shareholders to consider the election of the Investor Nominee, and shall use its best efforts to obtain shareholder approval for the election of the Investor Nominee at such meeting, to enable the Investor Nominee to join the Board by no later than December 31, 2025 and to serve on the Board as the initial Investor Nominee until the Next Election. |
| (c) | At the Next Election and at each subsequent meeting of the Corporation’s shareholders at which directors are to be elected, the Investor shall have the right to nominate at least one (1) Investor Nominee for so long as the Investor Percentage is at least 10%. Notwithstanding the foregoing, if following the Next Election but prior to each subsequent meeting of the Corporation’s shareholders at which directors are to be elected which takes place after the Investor Percentage falls below 10%, the Investor has increased its Investor Percentage to at least 10%, the Investor’s nomination rights set out in this Section 2.1(c) shall be reinstated. |
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| (d) | Subject to Section 2.1(b), the Corporation shall, in respect of every meeting of shareholders at which the election of directors to the Board is considered, and at every reconvened meeting following an adjournment or postponement thereof, identify the Investor Nominee as a “management nominee”in the Corporation’s proxy circular, include a recommendation to the shareholders to vote in favour of such Investor Nominee, and use its best efforts to obtain shareholder approval for the election of the Investor Nominee at such meeting (including (without limitation) by soliciting proxies in favour of the Investor Nominee) and to that end, (i) the Corporation shall support the Investor Nominee for election in a manner no less rigorous than the manner in which the Corporation supports all of its other nominees, (ii) use best efforts to cause the proxyholder named in the form of proxy on which management of the Corporation is soliciting proxies to vote the Common Shares in respect of which such proxyholder is granted a discretionary proxy, in favour of the election of the Investor Nominee at such meeting, and (iii) use its best efforts to cause the directors and officers of the Corporation to vote their Common Shares and any other shares of the Corporation entitled to vote in the election of directors in favour of the election of such Investor Nominee to the Board at such meeting. |
| (e) | The Corporation shall promptly advise the Investor in writing upon determining the date of an annual meeting of shareholders (or a special meeting of shareholders at which the election of directors to the Board is considered) and shall advise the Investor at least fifteen (15) Business Days prior to the date on which management proxy solicitation materials are to be finalized for the purpose of such meeting, and the Investor shall advise the Corporation in writing of the identity of its Investor Nominee at least ten (10) days prior to the mailing date. If the Investor does not advise the Corporation of the identity of its Investor Nominee prior to any such deadline, then the Investor will be deemed to have nominated its incumbent nominee. |
| (f) | In the event that an Investor Nominee is not elected to the Board at a meeting of shareholders or an Investor Nominee resigns as a director or otherwise refuses to or is unable to serve as a director for any reason, including as a result of death, resignation or disability, subject to Section 2.1(a), the Investor shall be entitled to designate a replacement Investor Nominee to replace such individual and the Corporation shall promptly take all necessary steps in accordance with Section 2.1(b) to appoint such replacement Investor Nominee to the Board within ten (10) Business Days, to serve as the Investor Nominee until the next meeting of shareholders at which the election of directors to the Board is considered. |
| (g) | Notwithstanding the foregoing, if the TSXV and any other stock exchange on which the Common Shares are then listed and/or traded objects to the Investor Nominee (including, for greater certainty, if the personal information form for an Investor Nominee is not approved by the TSXV or such other stock exchange), such Investor Nominee will immediately resign as a director of the Corporation, and the Investor shall have the right to nominate another Investor Nominee in accordance with Section 2.1(a). |
| (h) | All notices of Board meetings shall be delivered to the directors (including the Investor Nominee) in accordance with the by-laws of the Corporation. |
| 2.2 | Information Right |
The Corporation shall provide to the Investor Nominee elected to the Board copies of all board packages, notices, minutes, opinions, consents and other materials that it provides to the Board or committee members, including any draft versions, proposed written consents, and exhibits and annexes to any such materials, at the same time and in the same manner as such information is delivered to the Board or committee members. The Corporation hereby consents to the Investor Nominee sharing any such information with the Investor on a confidential basis (for clarity, the Investor Nominee may, but is not required to, share any such information with the Investor). Notwithstanding the foregoing, the Corporation agrees that if the Investor Nominee provides written notice at any time that they would like to stop receiving any or all of such documents and other information, the Corporation shall immediately stop providing such documents and other information to the Investor Nominee (unless and until such time as the Investor Nominee provides written notice to the Corporation that they would like to resume receiving such documents and other information).
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2.3 Directors’ Liability Insurance and Fees, Costs and Expenses
The Corporation hereby agrees to maintain directors’ liability insurance that provides adequate and customary coverage limits and terms for similar companies. The Investor Nominee shall be entitled to the benefit of any directors’ liability insurance, as well as to any indemnity to which other directors of the Corporation are entitled in the same form to which other directors of the Corporation are entitled. Provided the Investor nominee is independent of the Investor, the Investor Nominee shall also be entitled to the benefit of any director’s fees and reimbursements of costs and expenses to which other non-executive directors of the Corporation are entitled.
| 2.4 | Corporate Governance and Consultation Right |
| (a) | For as long as the Investor Percentage is at least 10%, the Corporation shall maintain a Board consisting of no more than nine (9) directors, unless consented to in writing by the Investor. |
| (b) | For as long as the Investor Percentage is at least 5%, the Corporation shall work collaboratively and consult in good faith with the Investor on corporate governance matters including: |
| (i) | reconstituting the Board with up to nine (9) directors, including the Investor Nominee, by June 2026 with representation among the directors covering, among other things, skillsets related to mining technical matters (exploration, underground mining and project construction), ESG standards, Norwegian business operations, and legal knowledge and skills; |
| (ii) | composition of the Board’s committees; and |
| (iii) | project construction decisions and key project management personnel hires. |
ARTICLE 3
PARTICIPATION RIGHT
3.1 Issuance of Additional Securities
Subject to Section 3.9, the Corporation hereby grants to the Investor the right (the “Participation Right”) (directly or through an affiliate), for as long as the Investor Percentage is at least 5%, to purchase up to such number of the Equity Securities (the “Offered Securities”) that the Corporation may from time to time issue from treasury or sell to any Person, whether pursuant to a public offering, private placement or otherwise (each, a “Proposed Offering”), that will allow the Investor to maintain its then Investor Percentage upon completion of such Proposed Offering, assuming the conversion, exchange or exercise in full of any convertible securities included in such Offered Securities, subject to any TSXV, other stock exchange, or Canadian Securities Laws requirements as may be applicable.
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| 3.2 | Additional Issuance Notices |
| (a) | The Corporation shall give written notice (each, an “Issuance Notice”) of any Proposed Offering described in Section 3.1 to the Investor within five (5) Business Days after any meeting of the Board at which any such issuance or sale is approved and, in any case, by no later than the initial public announcement of any Proposed Offering. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective subscriber/transferee seeking to purchase Offered Securities and shall set forth the material terms and conditions of the Proposed Offering, including: |
| (i) | the number and description of the Offered Securities proposed to be issued and the percentage of the Corporation’s outstanding Equity Securities such issuance would represent; |
| (ii) | the total number of the then issued and outstanding Common Shares (which shall include any Common Shares to be issued to Persons having similar participation rights); |
| (iii) | the proposed issuance date, which shall be at least ten (10) Business Days from the date of the Issuance Notice; |
| (iv) | the proposed purchase price per security and the rights, privileges, restrictions, terms and conditions or other terms of such Offered Securities and such issuance; |
| (v) | if there is any non-cash consideration, a description of such non-cash consideration in sufficient detail to permit the Investor to assess the fair market value of such non-cash consideration and the good faith calculation of the fair market value of such non-cash consideration by the Board; |
| (vi) | the expected use of proceeds of such Proposed Offering; |
| (vii) | all of the other material terms and conditions of the Proposed Offering; |
| (viii) | the Investor Percentage that the Investor would have if the Investor did not exercise in full its Participation Right and all of the Offered Securities under the Proposed Offering are issued (and, in the case of convertible securities, converted or exchanged into, or exercised for, Common Shares or other Equity Securities of the Corporation); and |
| (ix) | the applicable exemption(s) (if any) from prospectus requirements applicable to the Proposed Offering. |
| (b) | If the Offered Securities are being offered by the Corporation on different terms to different purchasers, then each such transaction shall be treated as a separate Proposed Offering for the purposes of this Article 3. |
| 3.3 | Exercise of Pre-Emptive Rights |
| (a) | The Investor shall for a period of seven (7)] Business Days after the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect irrevocably to purchase all or any portion of its pro rata portion of the Offered Securities at the purchase price and on substantially the same terms and conditions set forth in the Issuance Notice by delivering a written notice to the Corporation (an “Exercise Notice”) (provided that, if the Investor is prohibited by Canadian Securities Laws or other applicable Law from participating on substantially the terms and conditions of an issuance, the Corporation shall use commercially reasonable efforts to enable the Investor to participate on terms and conditions that are as substantially similar as circumstances permit). Such Exercise Notice shall specify (i) the number of Offered Securities the Investor wishes to acquire under the Proposed Offering (which, for greater certainty, shall only be up to such number of Offered Securities as would permit it to maintain its Investor Percentage after taking account the issuance of Offered Securities pursuant to the Proposed Offering and assuming the conversion, exchange or exercise in full of any convertible securities to be issued pursuant to the Proposed Offering), and (ii) the number of Equity Securities that the Investor and its affiliates then hold. |
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| (b) | If the Corporation receives an Exercise Notice from the Investor, then the Corporation shall, subject to the receipt and continued effectiveness of all required approvals (including the approval(s) of the TSXV and any other stock exchange on which the Common Shares are then listed and/or traded and any required approvals under Canadian Securities Laws and any shareholder approval required under applicable Law), which approvals the Corporation shall use all commercially reasonable efforts to promptly obtain (including by applying for any necessary price protection confirmations, seeking shareholder approval (if required) in the manner described below, and using its commercially reasonable efforts to cause the management and each member of the Board to vote their Common Shares and any shares of the Corporation entitled to vote in the matter and all votes received by proxy in favour of the issuance of the Offered Securities to the Investor), issue to the Investor, against payment of the subscription price payable in respect thereof, that number of Common Shares or other Offered Securities, as applicable, set forth in the Exercise Notice. |
| (c) | If the Corporation is required by the TSXV or otherwise under applicable Law to seek shareholder approval for the issuance of the Offered Securities to the Investor, then the Corporation shall call and hold a meeting of its shareholders to consider the issuance of the Offered Securities to the Investor as soon as reasonably practicable, and in any event such meeting shall be held within seventy five (75) days after the date that the Corporation is advised that it will require shareholder approval, and shall use its commercially reasonable efforts to obtain shareholder approval for the issuance of the Offered Securities to the Investor at such meeting of shareholders. The Corporation shall solicit proxies from the shareholders of the Corporation for use at such meeting to obtain such approval. Any dilution to the Investor Percentage resulting from any Proposed Offering will be disregarded for purposes of determining, prior to the time the Investor may exercise its Participation Right in respect of such Proposed Offering, whether the Investor has maintained the required Investor Percentage for the purposes of this Agreement. |
| (d) | If the Investor fails to deliver an Exercise Notice within the Exercise Period, then any right of the Investor to subscribe for any Offered Securities in connection with the Proposed Offering to which such Exercise Period relates shall be extinguished. |
| (e) | The closing of any purchase of Offered Securities by the Investor shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice; provided that the closing of any purchase of Offered Securities by the Investor may be extended beyond the closing of the transaction in the Issuance Notice to the extent necessary to (i) obtain shareholder approval in accordance with Section 3.3(c); (ii) obtain required approvals from Governmental Bodies and other required third party approvals or consents (and the Corporation shall use its commercially reasonable efforts to obtain such approvals); and (iii) permit the Investor to complete its internal funding process following the Exercise Period, provided the extension under this Section 3.3(e)(iii) shall not exceed thirty (30) days. |
| (f) | Notwithstanding the foregoing, if any Proposed Offering to which this paragraph applies is to be conducted on a “bought deal”basis, then all of the periods for response herein shall be reduced to being “as soon as reasonably practicable and without undue delay”by the Investor acting reasonably and in good faith, having regard to the specific circumstances surrounding such bought deal Proposed Offering. In the event that the circumstances surrounding the “bought deal”require that the Investor provide confirmation of its participation within a period of less than five (5) Business Days so as to not jeopardize the Corporation’s ability to complete the transaction then, in the event that the Investor chooses not to participate, such “bought deal”shall constitute a Dilutive Event for the purposes of this Agreement in accordance with Section 3.6(d). |
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| (g) | The Corporation acknowledges, and agrees to comply with, its “most favoured nation” covenants under the Letter Agreement in respect of any Proposed Offering for which an Issuance Notice is required to be delivered on or prior to December 31, 2025, as set forth in Schedule “B”hereto. |
| 3.4 | Sales to Prospective Buyer |
| (a) | If the Investor fails to elect to purchase any of the Offered Securities prior to the end of the Exercise Period, the Corporation shall be free to complete the proposed issuance described in the Issuance Notice with respect to which the Investor failed to exercise the option in accordance with Section 3.3 on terms no less favourable to the Corporation than those set forth in the Issuance Notice (except that the amount of Offered Securities to be issued or sold by the Corporation may be reduced); provided that: (i) such issuance or sale is closed within thirty (30) calendar days after the expiration of the Exercise Period (subject to the extension of such period for a reasonable time not to exceed sixty (60) calendar days to the extent reasonably necessary to obtain any necessary approvals); and (ii) for the avoidance of doubt, the price at which the Offered Securities are sold is at least equal to or higher than the purchase price described in the Issuance Notice. |
| (b) | If the Corporation has not sold such Offered Securities within such time period, the Corporation shall not thereafter issue or sell any Offered Securities without first again offering such securities to the Investor in accordance with the procedures set forth in this Article 3. |
| 3.5 | Closing of the Issuance |
| (a) | Upon the issuance of any Offered Securities in accordance with Section 3.3, the Corporation shall deliver to the Investor certificates (if any) evidencing the Offered Securities, which Offered Securities shall be issued free and clear of any adverse claims (other than those arising hereunder, those attributable to the actions of the Investor and any applicable statutory hold periods in connection with Canadian Securities Laws), and the Corporation shall so represent and warrant to the Investor, and further represent and warrant to the Investor that such Offered Securities shall be, upon issuance thereof to the Investor and after payment therefor, duly authorized, validly issued, fully paid and non-assessable. |
| (b) | The Investor shall deliver to the Corporation the purchase price for the Offered Securities purchased by it by certified bank cheque, bank draft or wire transfer of immediately available funds. Each party to the purchase and sale of Offered Securities shall take all such other actions as may be reasonably necessary to consummate the purchase and sale including, without limitation, entering into such additional agreements as may be necessary or appropriate. |
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| 3.6 | Issuances Not Subject to Participation Rights |
Sections 3.1 to 3.5 inclusive will not apply to the following issuances of Equity Securities (the “Excluded Securities”) (each such issuance of securities pursuant to this Section 0 hereof being referred to as a “Dilutive Event”):
| (a) | pursuant to any stock option plan or other similar equity incentive or securities-based compensation plan for directors, officers, employees and consultants as approved by the Board and that complies with TSXV requirements; |
| (b) | issued upon the exercise or conversion of any securities that were issued by the Corporation and outstanding prior to the date hereof, or that were issued by the Corporation after the date hereof in compliance with Sections 3.1 to 3.5; |
| (c) | issued in connection with any share split, share dividend or capital reorganization of the Corporation in which all shareholders (including the Investor) are affected equally, or in connection with a rights offering that is open to all shareholders of the Corporation (including the Investor); |
| (d) | securities issued pursuant to a Proposed Offering conducted on a “bought deal” basis and in respect of which the Investor has chosen not to exercise its Participation Rights in accordance with Section 3.3(f); |
| (e) | issued as consideration for any arm’s length acquisitions of property, assets or services, or as consideration for the provision of debt financing, provided that any such proposed Dilutive Event related to the provision of debt financing that would result in the issuance of more than ten percent (10%) of the then issued and outstanding Common Shares would require prior consultation with the Investor; |
| (f) | issued to agents or underwriters engaged by the Corporation in connection with capital raising activities undertaken by the Corporation or on the exercise, conversion or exchange of any exercisable, convertible or exchangeable securities of the Corporation issued to such agents or underwriters, including broker warrants in each case to the extent such issuance represents compensation paid by the Corporation to such agents or underwriters; and |
| (g) | an offering of Equity Securities made to the Investor and its affiliates only. |
3.7 No Conflict with Shareholders’ Rights Plan
The Corporation shall ensure that any shareholder rights plan or similar instrument adopted by the Corporation shall not restrict, limit, prohibit or conflict with the exercise by the Investor of its pre-emptive rights under this Article 3.
| 3.8 | Top-Up Right |
| (a) | The Investor shall have a right (the “Top-Up Right”) to subscribe for Common Shares (the “Top-Up Shares”) in respect of any Excluded Securities that the Corporation may from time to time issue after the date of this Agreement, subject to any approvals of the TSXV or pursuant to Canadian Securities Laws as may then be applicable. The number of Common Shares that may be subscribed for by the Investor pursuant to the Top-Up Right shall be such number of Common Shares to return the Investor Percentage to the same percentage as it was immediately prior to each issuance of Excluded Securities. |
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| (b) | The Top-Up Right may be exercised on a quarterly basis as set out in Section 3.8(d). Any decrease in the Investor Percentage resulting from the issuance of Excluded Securities during a fiscal quarter of the Corporation will be disregarded for the purposes of determining, prior to the time the Investor may exercise its Top-Up Right pursuant to Section 3.8(d) in respect of the issuance of Excluded Securities during such fiscal quarter. The Top-Up Right shall be effected through subscriptions for Common Shares of the Corporation for a price per Common Share equal to the volume weighted average price of the Common Shares on the TSXV for the five (5) trading days preceding the delivery of the Top-Up Right Acceptance Notice to the Corporation or, if lower than the five (5)-day volume weighted average price, for a price per Common Share equal to the price or deemed price at which the Excluded Securities related to the Top-Up Right were issued, in each case subject to approval by the TSXV. |
| (c) | In the event that any exercise of a Top-Up Right shall be subject to the approval of the Corporation’s shareholders, the Corporation shall recommend the approval of such Top-Up Right at the next meeting of shareholders that is convened by the Corporation in order to allow the Investor to exercise its Top-Up Right and shall solicit proxies in support thereof. |
| (d) | Within fifteen (15) Business Days following the end of each fiscal quarter of the Corporation, the Corporation shall send a written notice to the Investor (the “Top-Up Right Offer Notice”) specifying: (i) the number of Excluded Securities issued during such fiscal quarter; (ii) the expected use of proceeds from any exercise of the Top-Up Right by the Investor; (iii) the total number of the then issued and outstanding Common Shares (which shall include any securities to be issued to Persons having similar participation rights); and (iv) the Investor Percentage (based on the last publicly reported ownership figures of the Investor and the number of issued and outstanding Common Shares in (iii) above) assuming the Investor did not exercise its Top-Up Right. |
| (e) | The Investor shall have a period of ten (10) Business Days from the date of the Top-Up Right Offer Notice (the “Top-Up Right Notice Period”) to notify the Corporation in writing (the “Top-Up Right Acceptance Notice”) of the exercise, in full or in part, of its Top-Up Right. The Top-Up Right Acceptance Notice shall specify the number of Common Shares subscribed for the by the Investor pursuant to the Top-Up Right. If the Investor fails to deliver a Top-Up Right Acceptance Notice within the Top-Up Right Notice Period, then the Top-Up Right of the Investor in respect of the issuances of Top-Up Shares during the applicable fiscal year is extinguished. If the Investor gives a Top-Up Right Acceptance Notice, the sale of the Excluded Securities to the Investor shall be completed as soon as reasonably practicable thereafter. |
| (f) | If a Top-Up Right Acceptance Notice is not delivered to the Corporation by the Investor in compliance with Section 3.8(e), the Investor’s right to exercise its Top-Up Right in respect of the Excluded Securities described in such Top-Up Right Offer Notice shall be extinguished, and such Excluded Securities shall not be included in any future Top-Up Right Offer Notice. |
| 3.9 | Regulatory and Shareholder Approval Requirements |
In no event shall the exercise of the Participation Right and Top-Up Right in accordance with this Article 3 result in the Investor Percentage being equal to or above 20%, unless and until the Corporation has first received the requisite TSXV and shareholder approvals in accordance with the policies of the TSXV (or such approvals as may be required pursuant to the rules of any other stock exchange on which the Common Shares are listed) and with Canadian Securities Laws. If, the exercise of the Participation Right and Top-Up Right by the Investor results in a requirement for the Corporation to obtain shareholder approval (as the sole reason to obtain such shareholder approval, and not, for greater certainty, if shareholder approval is required by reason of the size of the Proposed Offering which triggers the Participation Right or for any other reason), the Investor shall initially accept such lesser amount of Common Shares or other Equity Securities, as applicable, as will not trigger such requirement, until such time as all requisite shareholder and stock exchange approvals are received before accepting the remaining Common Shares or other Equity Securities, as applicable, pursuant to such exercise of Participation Right and Top-Up Right.
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ARTICLE 4
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE CORPORATION
4.1 Compliance with Laws
The Corporation will undertake to comply in all material respects with the requirements of all Laws applicable to it or to its business or property, the Corporation has all permits, licenses, franchises, authorizations, orders and approvals of, and has made all filings, applications and registrations that are required in order to permit the Corporation to own or lease its properties and assets and to carry on their business as presently conducted and that are material to the business of the Corporation.
| 4.2 | Compliance with Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions Laws and Export Control Laws |
The Corporation hereby represents, warrants and covenants to the Investor as follows:
| (a) | The Corporation will undertake to, and shall procure that any and all employees, agents, related entities, and third parties acting on its behalf, comply with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, and ensure that no business is done directly or indirectly in any Sanctioned Territory, with individuals or entities that are the subject or target of any Sanctions and/ or Export Control Laws, or with entities owned 50%, directly or indirectly, or controlled, as applicable, by any such individuals or entities. The operations of Blue Moon Entities are and have been conducted at all times in compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Export Control Laws and Sanctions, and no action, suit, or proceeding by or before any court or governmental or regulatory agency, authority, or body or any arbitrator involving any Blue Moon Entity, with respect to any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Export Control Laws or Sanctions is pending or, to the Corporation’s knowledge, threatened. The Corporation will undertake to implement appropriate policies and procedures designed to reasonably assure compliance with this Section 4.2(a). |
| (b) | No Blue Moon Entity nor any director, officer, partner or employee of a Blue Moon Entity nor, to the Corporation’s knowledge, any third-party agent, affiliate, or other person associated with or acting on behalf of a Blue Moon Entity has, nor will in the future: (i) use any funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity; (ii) make or take an act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment or benefit to any foreign or domestic government or regulatory official or employee, including of any government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing (including tribal, native title holding, or indigenous leaders), or any political party or party official or candidate for political office; (iii) violate any provision of the Anti-Money Laundering Laws, Anti-Corruption Laws, Export Control Laws or Sanctions; or (iv) make, offer, agree, request or take an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any rebate, payoff, influence payment, kickback, or other unlawful or improper payment or benefit. The Corporation has instituted, and maintains and enforces, policies and procedures designed to promote and ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. |
| (c) | No Blue Moon Entity nor any directors, officers, partner or employees of a Blue Moon Entity, nor, to the Corporation’s knowledge, any third-party agent, affiliate, or other person associated with or acting on behalf of a Blue Moon Entity, is currently the subject or the target of any Sanctions, nor is any Blue Moon Entity located, organized, or resident in a Sanctioned Territory, and the Corporation will not directly or indirectly use the proceeds of the transaction hereunder, or lend, contribute, or otherwise make available such proceeds to any subsidiary, joint venture partner, or other person or entity: (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject or the target of Sanctions, or; (ii) to fund or facilitate any activities of or business in any Sanctioned Territory; or (iii) in any other manner that will result in a violation by any person of Sanctions. None of the Blue Moon Entities have knowingly engaged in and are not now knowingly engaged in any dealings or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions, any person owned 50% or more, directly or indirectly, or controlled, as applicable, by such person, or with any Sanctioned Territory. |
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| (d) | The Corporation shall immediately notify the Investor upon becoming aware of any breach or suspected breach of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions. |
| 4.3 | Covenant to Remain a Reporting Issuer |
The Corporation shall, during the term of this Agreement, use commercially reasonable efforts to:
| (a) | maintain the Corporation’s status as a “reporting issuer” not in default under the Canadian Securities Laws in each of the Reporting Jurisdictions; and |
| (b) | maintain the listing of the Common Shares on the TSXV, the Toronto Stock Exchange or another stock exchange acceptable to the Investor; |
provided that these covenants shall not restrict or prevent the Corporation from engaging in or completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” or the Common Shares ceasing to be listed on the TSXV, so long as the holders of Common Shares receive cash or securities of an entity which is listed on a stock exchange in Canada, the NYSE, AMEX, LSE, NASDAQ or such other exchange as may be agreed upon by the Corporation and the Investor, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws.
4.4 Constitutional Documents
The Corporation shall maintain articles and by-laws that are consistent with the terms set forth in this Agreement.
| 4.5 | Other Investor Rights Agreements |
| (a) | As at the date of this Agreement, no Person has any pre-emptive right, participation right or other right to purchase any of the Common Shares or other Equity Securities (a “Third Party Participation Right”), except as disclosed by the Corporation in its continuous disclosure filings or as disclosed to the Investor by the Corporation prior to the date of this Agreement. |
| (b) | Following December 31, 2025, and for so long as the Investor Percentage is at least 5% or more, if the Corporation grants to any Person a Third Party Participation Right, or amends the terms of an existing Third Party Participation Right, it shall, subject to compliance with applicable securities laws, promptly, but no later than three (3) Business Days after granting or amending such Third Party Participation Right, provide notice of such grant or amendment to the Investor, which notice shall include a copy of the contract or agreement (including any amendments thereto), subject to redaction for any information which is confidential or commercially sensitive and which does not relate to the grant of the Third Party Participation Right, pursuant to which the Person is entitled to such Third Party Participation Right. |
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4.6 Block Trades
If any one of the Corporation’s top ten (10) shareholders, or their respective representatives, provides the Corporation with notice of such shareholder’s intention to dispose of its Common Shares representing at least 2.5% of the then issued and outstanding Common Shares (each a “Block Trade”), the Corporation shall promptly (and in any event within two (2) Business Days upon receipt by the Corporation of such shareholder’s notice) notify the Investor, in writing, of the details of such proposed Block Trade (the “Block Trade Notice”). The Block Trade Notice shall include, to the extent known to the Corporation upon reasonable inquiry, (i) a description and the number of Common Shares and/or other securities of the Corporation exercisable, exchangeable or convertible into Common Shares, to be sold, (ii) the proposed purchase price and (iii) the material terms and conditions upon which the proposed Block Trade is to be made.
ARTICLE 5
COMMITTEES
| 5.1 | Technical Committee |
| (a) | In order to facilitate communication between the Corporation and the Investor with respect to exploitation, technical, operating, exploration, sustainability and external relations matters, the Corporation shall form a Board committee (the “Technical Committee”) on or before March 14, 2025. The mandate of the Technical Committee shall be substantially in the form attached as Schedule “A”hereto. |
| (b) | Subject to Section 2.4(b), the Board shall have the right, in its sole discretion, to (i) determine the number of members and composition of the Technical Committee (which shall be no less than three (3) members), and (ii) grant observation rights to individuals to attend and participate in meetings of the Technical Committee; provided that subject to this Section 5.1, the Investor shall be entitled to appoint one member to the Technical Committee until such time as the delivery of first concentrate from the Corporation’s Nussir project occurs. Each member of the Technical Committee shall be referred to as a “ Technical Representative”. The Technical Representatives appointed by the Corporation shall be referred to as the “Corporation Technical Representatives” and the Technical Representative appointed by the Investor (if any) shall be referred to as the “Investor Technical Representative”. |
| (c) | In lieu of appointing an Investor Technical Representative, subject to this Section 5.1, the Investor may at its option, designate from time to time, one observer to attend meetings of the Technical Committee. If the Investor wishes to invite an observer in addition to the Investor Technical Representative, it shall provide the Corporation with reasonable prior written notice of the name and position held by such observer in advance of any meeting to be attended by such observer. Attendance on behalf of the Investor by any additional observer(s) will be subject to approval by the Corporation, such approval not to unreasonably withheld, conditioned or delayed. For greater certainty, the Corporation may invite additional observers to attend meetings of the Technical Committee, without the prior approval of the Investor, provided that if such observer is not a Corporation employee, the Corporation shall provide written notice thereof to the Investor. Each observer on the Technical Committee shall be referred to as an “Observer”. An Observer invited by the Investor shall be referred to as the “Investor Observer”. An Observer invited by the Corporation shall be referred to as the “Corporation Observer”. |
| (d) | The Investor may appoint or remove an Investor Technical Representative by providing written notice to the Corporation. The Corporation may appoint or remove, in its sole discretion and without notice to the Investor, a Corporation Technical Representative, unless such replacement Corporation Technical Representative is not an employee of the Corporation, in which case the Corporation shall provide written notice to the Investor. Subject to the written consent of the Corporation, such consent not to be unreasonably withheld, conditioned or delayed, an Investor Technical Representative may be represented at any meeting of the Technical Committee by an alternate designated by the Investor Technical Representative; provided that the Investor Technical Representative shall provide the Corporation with reasonable prior written notice of the name and position held by such alternate technical representative in advance of any meeting to be attended by such alternate. The Corporation may appoint an alternate Corporation Technical Representative in its sole discretion and without notice to the Investor. Any alternate so acting shall be deemed to be a Technical Representative. |
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| (e) | The Technical Committee shall meet at least once every quarter (or more frequently upon the reasonable request of the Investor, the Investor Technical Representative or the Investor Observer) to receive an update on the Corporation’s properties and to discuss the Corporation’s operations, plans, budgets and objectives, including those related to geological, environmental, community engagement, infrastructure, mining, processing and refining matters, to the extent applicable. Written notice of such meetings shall be provided by the Corporation to the Technical Representatives and to the Observer(s), if applicable. The Technical Committee shall provide the Investor with written reports regarding the Corporation’s properties on a quarterly basis. |
| (f) | The parties acknowledge and agree that the Confidentiality Agreement shall apply, mutatis mutandis, with respect to the subject matter hereof (except as expressly modified herein). For clarity, any Confidential Information (as such term is defined in the Confidentiality Agreement) received by the Investor Technical Representative or Investor Observer in his or her capacity as a member or observer of the Technical Committee may be provided to the Investor, its affiliates and any of their respective directors, officers, employees, Consultants (as defined in the Confidentiality Agreement), agents or representatives that have an obligation of confidentiality to the Investor or its affiliates in respect of such information (each an “Investor Representative”). Each Investor Representative shall, and the Investor shall cause each Investor Representative, for a period of two (2) years from the date the Confidential Information is disclosed to the Investor Representative or, if earlier, until such Confidential Information no longer constitutes Confidential Information (except Confidential Information containing personally identifiable information will remain as such indefinitely), to: |
| (i) | retain such Confidential Information in confidence; |
| (ii) | not release or disclose such Confidential Information in any manner to any other person without the Corporation’s prior written consent, other than to an Investor Representative that: |
| A. | has a need to know such information; and |
| B. | is informed of the confidential nature thereof; and |
| (iii) | use the Confidential Information only in connection with: |
| A. | the rights of the Investor under this Agreement or to enforce such rights; or |
| B. | for the purposes of the Technical Committee, and not for any other purpose; |
provided that the foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Investor without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Investor, (iii) rightfully received by the Investor from a third party without a duty of confidentiality or (iv) independently developed by the Investor. The Investor shall be responsible for any disclosure or use of any Confidential Information by an Investor Representative in contravention of this Agreement and the Corporation will not be required to first assert a claim against any such Investor Representative as a condition of seeking or obtaining a remedy against the Investor. Prior to receiving any Confidential Information, each Investor Technical Representative and each Investor Observer that is not a director, officer or employee of the Investor and each other Investor Representative or Investor Observer that is not otherwise subject to confidentiality obligations to the Investor that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in the Confidentiality Agreement and satisfactory to the Corporation. For greater certainty, if the Confidentiality Agreement expires, the Investor agrees to enter into a confidentiality agreement with the Corporation on terms and conditions substantially similar to those set out in the Confidentiality Agreement for so long as the Investor is entitled to appoint a Technical Representative.
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| (g) | Any confidential or proprietary information of the Investor disclosed by the Investor, its affiliates or any of their respective directors, officers, employees, Consultants, agents or representatives as part of the Technical Committee meetings, discussions, or analyses, shall be considered “Investor Confidential Information”. The Corporation and its affiliates, each Corporation Technical Representative, each Corporation Observer, and any of their respective, directors, officers, employees, Consultants, agents or representatives that receives any Investor Confidential Information (a “Corporation Recipient”) shall, and the Corporation shall cause each Corporation Recipient, for a period of two (2) years from the date the Investor Confidential Information is disclosed to the Corporate Recipient or, if earlier, until such Confidential Information no longer constitutes Investor Confidential Information (except Investor Confidential Information containing personally identifiable information will remain as such indefinitely), to: |
| (i) | retain any Investor Confidential Information in confidence; |
| (ii) | not release or disclose Investor Confidential Information in any manner to any other person without the Investor’s prior written consent, other than to a Corporation Recipient who: |
| A. | has a need to know such information; and |
| B. | is informed of the confidential nature thereof; and |
| (iii) | use the Investor Confidential Information only in connection with: |
| A. | the rights of the Corporation under this Agreement or to enforce such rights; or |
| B. | for the purposes of the Technical Committee, and not for any other purpose. |
provided that the foregoing restrictions shall not apply to the extent such Confidential Information was (i) known by the Corporation without restriction before receipt of the Confidential Information, (ii) publicly available through no fault of the Corporation, (iii) rightfully received by the Corporation from a third party without a duty of confidentiality or (iv) independently developed by the Corporation. The Corporation shall be responsible for any disclosure or use of any Investor Confidential Information by a Corporation Recipient in contravention of this Agreement and the Investor will not be required to first assert a claim against any such Corporation Recipient as a condition of seeking or obtaining a remedy against the Corporation. Prior to receiving any Investor Confidential Information, each Corporation Technical Representative and Corporation Observer that is not a director, officer or employee of the Corporation and each other Corporation Technical Representative and Corporation Observer that is not otherwise subject to confidentiality obligations to the Corporation that are no less stringent than those set forth in the Confidentiality Agreement, shall first enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in this Section 5.1(g) and satisfactory to the Investor. For greater certainty, if the Confidentiality Agreement expires, the Corporation agrees to enter into a confidentiality agreement with the Investor on terms and conditions substantially similar to those set out in the Confidentiality Agreement for so long as the Investor is entitled to appoint a Technical Representative.
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| (h) | The Technical Committee shall not have authority to control the management of the Corporation or any of its affiliates, or be responsible for the decisions of management or the Board or any of its affiliates. The Technical Committee will be advisory only, with no authority to bind the Corporation, or any of its affiliates, or direct the business and affairs of the Corporation, or any of its affiliates, except as provided in the mandate of the Technical Committee as approved by the Board. The recommendations and advice of the Technical Committee are subject in all instances to the determinations of management and the Board. The Technical Representatives shall not receive any compensation for service on the Technical Committee, except for reimbursement of reasonable and documented expenses incurred for attending meetings. |
| (i) | The Technical Committee may establish such procedures and policies as it considers necessary or advisable. |
ARTICLE 6
REGISTRATION RIGHTS
| 6.1 | Demand Registration Rights |
| (a) | At any time after January 1, 2026, provided that the Investor Percentage is at least 5%, the Investor may, upon written notice to the Corporation, ask the Corporation to make a public offering of Common Shares or securities convertible, exercisable or exchangeable for Common Shares through a prospectus in accordance with applicable Canadian Securities Laws (a “Public Offering”) in Canada (in those provinces and territories in which it is already a reporting issuer) (the “Demand Registration Right”) for Common Shares or securities convertible, exercisable or exchangeable for Common Shares then held by the Investor and its affiliates (the “Eligible Securities”). All requests submitted under this Section 6.1 shall specify the total number or amount of Eligible Securities to be included in the Public Offering as well as the terms for making the said Public Offering and the underwriter(s) who will conduct it (the “Demand Registration Notice”). The Corporation shall, subject to applicable Canadian Securities Laws, make reasonable commercial efforts so that the Eligible Securities for which the Investor exercises its Demand Registration Right are qualified for distribution according to the terms set forth in the Demand Registration Notice as soon as practicable, but in any event, within forty five (45) days following receipt of the Demand Registration Notice by the Corporation (a “Demand Registration”), and the procedures set forth in Schedule “C” shall apply. Notwithstanding the foregoing, (i) the Corporation will, subject to applicable Canadian Securities Laws, satisfy any Demand Registration at any time that a base shelf prospectus is effective by filing a prospectus supplement as soon as practicable, but in any event within thirty (30) days following receipt of the Demand Registration Notice, and (ii) in the event the Demand Registration is to be made pursuant to Public Offering which is a “bought deal”, the Corporation shall attend to such preparations and filings as soon as is practicable in the circumstances taking into account the speed and urgency under which “bought deals” are conducted. |
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| (b) | The Corporation shall not be required under this Article 6 to effect a registration of Eligible Securities in connection with a Demand Registration: |
| (i) | more than two (2) times within a twelve (12)-month period; |
| (ii) | if the Corporation has effected a registration of Eligible Securities in connection with a previous Demand Registration within the preceding one hundred and twenty (120) days; |
| (iii) | in respect of a number of Eligible Securities that would be reasonably be expected to result in gross proceeds to the Investor of less than an amount equal to 2.5% of the Corporation’s market capitalization, determined by multiplying the number of issued and outstanding Common Shares by the volume-weighted average price for the Common Shares on the TSXV or any other stock exchange on which the Common Shares are then listed and/or traded for the twenty (20) trading days ended on the day prior to the date of the Demand Registration Notice; |
| (iv) | in the event the Corporation determines in good faith that (x) either (A) the effect of the filing of the prospectus would reasonably be expected to materially interfere with or require the public disclosure of any material corporate development or plan (including, without limitation, a financing, an acquisition, a restructuring or a merger), or (B) there exists at the time material non-public information relating to the Corporation that the Corporation has a bona fide business purpose for preserving as confidential and the disclosure of which would be adverse to the Corporation, and (y) that it is therefore in the best interests of the Corporation to delay the filing of a prospectus at such time, in which case the Corporation’s obligations under this Section 6.1 shall be deferred for a period of not more than ninety (90) days from the date of receipt of the request of the Investor (provided that such right of deferral may not be exercised more than once within a twelve (12) - month period). |
| (c) | In the Demand Registration Notice, the Investor shall indicate the intention to offer the Eligible Securities in connection with the sale of the Corporation’s securities to an underwriter in connection with a Public Offering (an “Underwritten Offering”) (and whether by way of “bought deal” or otherwise). If the Investor wishes to carry out the Demand Registration as an Underwritten Offering, the Investor and the Corporation shall enter into an underwriting agreement with the underwriters chosen by the Investor (which shall be satisfactory to the Corporation, acting reasonably), containing the representations and warranties of the Corporation and other standard terms and conditions usually found in underwriting agreements respecting secondary offerings. The Investor’s participation in, and the Corporation’s completion of, the Underwritten Offering is conditional upon the Investor and the Corporation agreeing that the terms of any underwriting agreement are satisfactory to them, each acting reasonably. The Corporation shall be entitled to retain counsel of its choice to assist it in fulfilling its obligations under this Section 6.1. |
| (d) | The Corporation shall be entitled to include Common Shares or securities convertible, exercisable or exchangeable for Common Shares that are not Eligible Securities in any Public Offering conducted in connection with a Demand Registration. Notwithstanding the foregoing, if a Demand Registration is an Underwritten Offering and the lead underwriter(s) notify the Corporation and the Investor that, in their reasonable judgement, the number or amount of securities requested to be included in such offering exceeds the number or amount of securities which may be sold in an orderly manner in connection with such offering, within a price range reasonably acceptable to the Investor, or that marketing-related factors require that the number of securities which may be included in such Public Offering be limited, the Corporation shall include in such Underwritten Offering (i) first, the number of Eligible Securities the Investor proposes to sell and (ii) second, the number or amount of securities the Corporation proposes to sell that may be accommodated in such Demand Registration based on the reasonable judgement of the lead underwriter(s). |
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| 6.2 | Piggyback Registration Rights |
| (a) | If the Corporation plans to make one or more Public Offerings for its own behalf or on behalf of shareholders other than the Investor, on behalf of all of them, the Corporation shall give the Investor, provided that the Investor Percentage is at least 5%, written notice of the planned Public Offering at least ten (10) Business Days in advance of filing the preliminary prospectus or prospectus supplement for such Public Offering (the “Piggyback Notice”). Upon receipt of the Piggyback Notice, the Investor shall have seven (7) Business Days to indicate whether it wishes to include a specific number of Eligible Securities in the Public Offering (the “Piggyback Registration Right”), such number not to exceed its proportionate share of the Public Offering (i.e., a fraction the numerator of which corresponds to the product obtained by multiplying (a) the total number of Eligible Securities then held by the Investor by (b) the total number of Common Shares to be included in the Public Offering on behalf of the Corporation and on behalf of one or more shareholders, and the denominator of which corresponds to the total number of Common Shares issued and outstanding immediately before completion of the Public Offering) (the “Portion Subject to Piggyback Registration”). The Corporation shall make every commercially reasonable effort to ensure that a receipt or notice of effectiveness is issued, or a prospectus supplement is filed, in each case as required, for any prospectus relating to the Eligible Securities for which the Investor exercised its Piggyback Registration Rights and that they are included in the Public Offering (a “Piggyback Registration”), and the procedures set forth in Schedule “C” shall apply. |
| (b) | Notwithstanding any provision to the contrary herein, if a Public Offering is to be conducted on a “bought deal” basis, the ten (10) Business Day written notice required for the Piggyback Notice and the seven (7) Business Day deadline following receipt of the Piggyback Notice set forth in this Section 6.2 shall not apply and the Corporation shall send the Investor the prior notice as quickly as possible under the circumstances, taking into account the speed and urgency with which “bought deals” are currently conducted according to usual market practice, and the Investor shall only have such amount of time as is practicable under the circumstances to notify the Corporation whether or not it will participate, failing which the Corporation shall be free to proceed with such “bought deal” without the Investor’s participation. |
| (c) | Notwithstanding the foregoing, if, in connection with a Piggyback Registration (other than if initiated by the Investor), the lead underwriter(s) notify the Corporation that, in their reasonable judgement, the inclusion of requested Eligible Securities in such Public Offering exceeds the number of securities which may be sold in an orderly manner in connection with such Public Offering, within a price range reasonably acceptable to the Corporation, or that marketing-related factors require that the number of securities which may be included in such Public Offering be limited, the Corporation shall include in such Public Offering the portion of the Eligible Securities determined by such lead underwriter(s), according to the following priority: (i) first, the securities offered by the Corporation on its own behalf; and (ii) second, if there are additional securities which can be underwritten within a price range reasonably acceptable to the Corporation, given marketing-related factors, without leading to undue repercussions on the Public Offering of the offered securities after taking into account the inclusion of all the securities required according to Section 6.2(c)(i), the Eligible Securities for which the Investor could exercise its Piggyback Registration Right, provided that, if Eligible Securities requested to be included in such Public Offering are not otherwise included in such Public Offering, the Eligible Securities which are not included shall be included, to the fullest extent possible and according to the priority indicated in this Section 6.2(c)(ii) as it relates to the Investor participating in the Public Offering, in connection with an over-allotment option granted to the underwriters in connection with such Public Offering for the number of Eligible Securities requested to be included in such Public Offering and which were not otherwise included in such Public Offering, up to the Portion Subject to Piggyback Registration. |
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| (d) | Notwithstanding the foregoing, if, in connection with a Piggyback Registration initiated by the Investor, the lead underwriter(s) notify the Corporation that, in their reasonable judgement, the inclusion of requested Eligible Securities in such Public Offering exceeds the number of securities which may be sold in an orderly manner in connection with such Public Offering, within a price range reasonably acceptable to the Corporation, or that marketing-related factors require that the number of securities which may be included in such Public Offering be limited, the Corporation shall include in such Public Offering the portion of the Eligible Securities determined by such lead underwriter(s) according to the priority set out in Section 6.2(c). |
| 6.3 | Withdrawal of Eligible Securities |
| (a) | The Investor shall have the right to withdraw its request to have its Eligible Securities included in a Demand Registration or Piggyback Registration under Sections 6.1 and 6.2, as the case may be, by giving the Corporation written notice of its withdrawal request, provided that: (i) such request is made in writing before the enforceable underwriting commitment (such as a bought deal letter) or the underwriting agreement regarding such Public Offering is signed; and (ii) such withdrawal is irrevocable and, once made, the Investor shall no longer have the right to include its Eligible Securities in the Public Offering regarding which such withdrawal was made. |
| (b) | Provided the Investor withdraws all its Eligible Securities from a Demand Registration or Piggyback Registration in accordance with Section 6.3(a) before a preliminary prospectus or prospectus supplement is filed, the Investor shall be deemed not to have participated in or requested such Demand Registration or Piggyback Registration, as applicable. |
| 6.4 | [Reserved] |
| 6.5 | Costs |
| (a) | In the case of a Demand Registration effected in accordance with Section 6.1, a Piggyback Registration effected in accordance with Section 6.2 or an Exempted Sale effected in accordance with Section 6.6, the fees and incidental costs related to the execution of a Public Offering (the “Offering Costs”) shall be paid by the Corporation; provided, however, the Investor shall be responsible for its Offering Costs and its share of the commission payable to the underwriters in connection with a Demand Registration or a Piggyback Registration effected through a Public Offering. |
| (b) | However, the Corporation shall not be required to pay the Offering Costs related to a Demand Registration effected in accordance with Section 6.1 hereof if the registration request is withdrawn at any time, at the Investor’s request (in which case such costs shall be paid by the Investor, but the Corporation shall make reasonable efforts to minimize such costs as soon as it becomes aware that the Investor has withdrawn the registration request). |
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| 6.6 | Exempted Sales of Eligible Securities |
| (a) | The Corporation shall, in connection with any sale by the Investor of Eligible Securities in Canada under an exemption from the requirements to prepare a prospectus under Canadian Securities Laws, in the United States under Rule 144A or the so-called “Section 4(a)(1 1/2) exemption” or Section 4(a)(7) under the United States Securities Act of 1933, as amended (the “Securities Act”), or any other permissible exemption in the United States (or another jurisdiction) from the requirements to file a prospectus or register such securities under applicable securities laws (an “Exempted Sale”), at the expense of the Investor: |
| (i) | use good faith, commercially reasonable efforts to assist the Investor and its representatives in the preparation of documentation (including any offering memorandum, private placement memorandum or offering circular) required in order to fully effect such Exempted Sale of the Investor’s Eligible Securities; and |
| (ii) | subject to the entering into of a confidentiality agreement on customary terms, allow any prospective purchaser of the Investor’s Eligible Securities pursuant to such Exempted Sale to conduct reasonable due diligence on the Corporation, including making reasonable inquiries of its officers and management. |
| (b) | In connection with the consummation of any Exempted Sale, the Corporation shall also enter into customary agreements, including an underwriting, agency, placement, purchase or subscription agreement on customary market terms. The Investor agrees that the Corporation may participate in the negotiation of the terms of any such underwriting, agency, placement, purchase or subscription or similar agreement, and that completion of the Exempted Sale is conditional upon the terms of any such agreement being consistent with the terms of this Agreement and otherwise satisfactory to the Corporation, acting reasonably and in good faith. |
| (c) | For greater certainty, the Investor may, at its discretion, effect a sale of its Eligible Securities in any manner permitted by applicable securities laws, without reliance upon the provisions of this Agreement (in each case, a “Permitted Exempt Sale”) |
| 6.7 | U.S. Demand Registration Rights |
| (a) | If at any time when it is eligible to use a Form S-3 or Form F-3 registration statement (or, to the extent not available to the Corporation at such time, upon becoming eligible to use a resale registration statement on Form S-1 or Form F-1 after previously registering under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Corporation receives a request from the Investor to file a Form S-3 or Form F-3 registration statement (or, to the extent not available to the Corporation at such time, a Form S-1 or Form F-1 registration statement) with respect to its Eligible Securities having an anticipated aggregate offering price in an amount at least equal to 2.5% of the Corporation’s market capitalization, determined by multiplying the number of issued and outstanding Common Shares by the volume-weighted average price for the Common Shares on the TSXV or any other stock exchange on which the Common Shares are then listed and/or traded for the twenty (20) trading days ended on the day prior to the date of such request (the “US Demand Registration Notice”), then the Corporation shall as soon as practicable (and in any event within forty-five (45) days after receipt of the US Demand Registration Notice), file a Form S-3 or Form F-3 registration statement (or, to the extent not available to the Corporation at such time, a Form S-1 or Form F-1 registration statement), including the prospectus included in such registration statement and all exhibits to and all material incorporated by reference in such registration statement, with the United States Securities and Exchange Commission (the “SEC”) covering all Eligible Securities requested to be included in such registration statement by the Investor, as specified by the Investor in the US Demand Registration Notice, subject to the limitations under Section 6.7(b) below. |
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| (b) | Notwithstanding the foregoing obligations, if the Corporation furnishes to the Investor requesting a registration pursuant to this Section 6.7 a certificate signed by the Corporation’s Chief Executive Officer stating that, in the good faith judgment of the Board and based upon the written advice of outside counsel, it would be materially detrimental to the Corporation and its shareholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant ongoing acquisition, corporate reorganization or other similar transaction involving the Corporation; (ii) require premature disclosure of material, non-public information that the Corporation has a bona fide business purpose for preserving as confidential; or (iii) render the Corporation unable to comply with the applicable requirements under the Securities Act, the Exchange Act, or Canadian Securities Laws, then the Corporation shall have the right to defer taking action with respect to such filing for a period of not more than ninety (90) days after the request of the Investor is given; provided, however, that the Corporation may not invoke this right more than once in any twelve (12) month period; and provided further that the Corporation shall not register any securities for the account of any other holder during such 90-day period. |
| (c) | The Corporation shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 6.7(a): (i) during the period that is sixty (60) days before the Corporation’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Corporation-initiated registration statement filed with the SEC, provided that the Corporation is actively employing in good faith commercially reasonable efforts to cause such registration statement or prospectus to become effective; or (ii) if the Corporation has effected two (2) registrations pursuant to Section 6.7(a) within the twelve (12) month period immediately preceding the date of such request. A registration shall not be counted as “effected” for purposes of this Section 6.7(c) until such time as the applicable registration statement has been declared effective by the SEC, unless the Investor withdraws its request for such registration, elects not to pay the registration expenses therefor, and forfeits its right to one demand registration statement pursuant to Section 6.7, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 6.7(c); provided, that, if such withdrawal is during a period the Corporation has deferred taking action pursuant to Section 6.7(c), then the Investor may withdraw its request for registration and such registration will not be counted as “effected” for purposes of this Section 6.7(c). |
| (d) | In the US Demand Registration Notice, the Investor shall indicate the intention to offer the Eligible Securities in connection with the sale of the Corporation’s securities to an underwriter through a prospectus in accordance with applicable United States securities laws (and whether by way of “bought deal” or otherwise). If the Investor wishes to carry out the demanded registration as an underwritten offering, the provisions of Sections 6.1(c) and 6.1(d) shall apply, mutatis mutandis, to the registration pursuant to the US Demand Registration Notice. |
| (e) | The rights granted pursuant to this Section 6.7 shall not be exclusive of any other right which the Investor may have under this Agreement, including with respect to the registration rights provided pursuant to Sections 6.6 and 6.8. |
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6.8 Registration in the United States
If the Corporation proposes to file any registration statement in the United States for the distribution of any Common Shares (or any other securities with respect to which such Common Shares have been exchanged or converted) to the public in the United States or Canada, the parties shall, prior to such distribution taking place, promptly supplement this Agreement so as to provide the Investor with registration rights enabling the distribution of Eligible Securities to the public in the United States that are at least substantially equivalent to the registration rights provided under this Agreement, including, without limitation, piggyback registration rights upon terms and conditions substantially equivalent to the terms and conditions set forth in Section 6.2, and provisions relating to payment of costs and indemnification upon terms and conditions substantially equivalent to the terms and conditions set forth in Section 6.5 and Article 7, respectively.
6.9 Other Registration Rights
In the event the Corporation grants any registration right to any shareholder or future shareholder other than the Investor, the Corporation agrees to grant such registration rights, other than with the written consent of the Investor, provided that the Investor Percentage is at least 5%, only insofar as they do not contain any term or condition in favour of such shareholder or future shareholder which is more favourable than the registration rights granted to the Investor under this Article 6, and that, in the event there are terms or conditions of such nature in favour of such shareholder or future shareholder, they shall automatically be deemed to be included in this Article 6 and its amendments in favour of the Investor, with appropriate amendments as the context may require.
ARTICLE 7
DUE DILIGENCE; INDEMNIFICATION
7.1 Establishment; Reasonable Investigation
In connection with the exercise by the Investor of its registration right, and in connection with any participation by the Investor in a Public Offering, the Corporation shall give the Investor, the underwriter(s) of a Underwritten Offering or any other party identified by the Investor as having a valid interest in the transaction, as well as their respective legal advisers and auditors, the opportunity to participate in the preparation of the documentation necessary to carry out the transaction, and each of its amendments or supplements. The Corporation shall give each of them reasonable and usual access to the books and records of the Corporation as well as reasonable and usual opportunity to discuss the Corporation’s activities with its officers, auditors and legal advisers, and to make any reasonable and usual due diligence which the latter may reasonably request, provided such Persons agree to keep such information confidential.
| 7.2 | Indemnification by the Corporation |
| (a) | In connection with a Demand Registration or a Piggyback Registration, the Corporation shall indemnify and hold harmless to the fullest extent permitted by law the Investor as well as its directors, officers, employees, shareholders and partners (collectively, “Investor Indemnified Parties”), with respect to any loss (excluding loss of profit), liability, claim, damages and costs whatsoever, including the sums paid in settlement of an investigation, ordinance, order, litigation, lawsuit or claim, whether joint or solidary, suffered or incurred, stemming from or based on a misrepresentation or alleged misrepresentation of a material fact contained in a prospectus, or an amendment thereof, including all documents incorporated therein by reference, or the omission or alleged omission of a material fact which must be disclosed in it or that is necessary to make the statements made therein not misleading in light of the circumstances in which they were made, or suffered or incurred and stemming from or based on the failure to comply with applicable Canadian Securities Laws (other than the Investor’s failure to comply with applicable Canadian Securities Laws); however, the Corporation shall not be liable under this Section 7.2 for any settlement of an action made without its written consent, which consent shall not be unreasonably denied or delayed; in addition, the indemnity contemplated by this Section 7.2 with regard to the Investor shall not apply to a loss, liability, claim, damages or costs insofar as they stem from or are established based on a misrepresentation or omission or an alleged misrepresentation or omission (i) made, based on and in accordance with written information provided to the Corporation by or on behalf of the Investor about the Investor for the purpose of preparing the prospectus, or (ii) found in a prospectus or a document incorporated by reference therein, in the case of a direct sale by the Investor (including a sale of Eligible Securities through an underwriter whose services are retained by the Investor in connection with an offering on behalf of the Investor only), if the Investor (or any Person acting on its behalf) has not sent or delivered a copy of the prospectus to the Person asserting such loss, liability, claim, damages or costs within the times prescribed for such purpose in applicable Canadian Securities Laws where such prospectus corrected such misrepresentation or omission, after the Corporation provided the Investor with a sufficient number of copies of such document within a time reasonably allowing the Investor (or the Person acting on its behalf) to send or deliver the copy thereof within the times prescribed for such purpose in applicable Canadian Securities Laws. All amounts paid by the Corporation to an Investor Indemnified Party under this Section 7.2 further to any such loss shall be reimbursed to the Corporation if a court determines in a final judgement without the possibility of appeal or review that such Investor Indemnified Party was not entitled to indemnification by the Corporation. |
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| (b) | It is understood that the indemnification rights contemplated by Section 7.2(a) may be exercised by the Investor, and shall not be affected in any manner by the exercise or failure to exercise of such indemnification rights or the waiver thereof, in whole or in part, by another shareholder of the Corporation. |
| 7.3 | Indemnification by the Investor |
| (a) | In connection with a Demand Registration or Piggyback Registration, the Investor shall indemnify and hold harmless to the extent permitted by law the Corporation and its affiliates as well as each of their respective directors, officers, employees and shareholders, with respect to any loss (excluding loss of profit), liability, claim, damages and costs whatsoever, including the sums paid in settlement of an investigation, ordinance, order, litigation, lawsuit or claim, whether joint or solidary, suffered or incurred, stemming from or based on a misrepresentation or alleged misrepresentation of a material fact contained in a prospectus or an amendment thereof, including all documents incorporated therein by reference, or its omission or alleged omission of a material fact which must be disclosed in it or that is necessary to make the statements made therein not misleading in light of the circumstances in which they were made, or suffered or incurred and stemming from or based on the failure to comply with applicable Canadian Securities Laws by the Investor (for greater certainty, other than the Corporation’s or any other party’s failure to comply with applicable Canadian Securities Laws) in connection with the applicable Demand Registration or Piggyback Registration, but, in any case, only regarding misrepresentations or omissions or alleged misrepresentations or omissions made in the prospectus, including all documents incorporated therein by reference, and included based on and in accordance with written information provided to the Corporation by or on behalf of the Investor about the Investor for the purpose of preparing the prospectus; however, the Investor shall not be liable under this Section 7.3(a) for any settlement of an action made without its written consent, which consent shall not be unreasonably denied or delayed; in addition, the indemnity contemplated by this Section 7.3(a) shall not apply to a loss, liability, claim, damages or costs insofar as they stem from a misrepresentation or omission or an alleged misrepresentation or omission found in a prospectus if the Corporation (or any Person acting on its behalf, including the Persons who participate as underwriters for the offering or the sale of Eligible Securities in connection with a Demand Registration or Piggyback Registration, but other than an underwriter whose services are retained by the Investor in connection with an offering on behalf of the Investor only) has not sent or delivered a copy of the prospectus to the Person asserting such loss, liability, claim, damages or costs at the latest at the time of remittance of written confirmation of a sale of securities covered thereby to such Person where such prospectus corrected such misrepresentation or omission. The amounts paid by the Investor to a Corporation indemnified party under this Section 7.3(a) further to any such loss shall be reimbursed to the Investor if a court determines in a final judgement without the possibility of appeal or review that such Corporation indemnified party was not entitled to indemnification by the Investor. |
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| (b) | Notwithstanding any provision of this Agreement or any other agreement, in connection with a Demand Registration or a Piggyback Registration, the Investor shall not be liable for the indemnification hereunder for an amount greater than the net proceeds paid to it in connection with the offering related to such Demand Registration or Piggyback Registration. |
| 7.4 | Contestation of Action by Indemnifying Parties |
Each party entitled to indemnification under this Article 7 (the “Indemnified Party”) shall give notice to the indemnifying party (the “Indemnifying Party”) forthwith after such Indemnified Party gains actual knowledge of any claim regarding which an indemnity may be requested, but the failure to so notify the Indemnifying Party shall not release it from any liability it may have toward the Indemnified Party in accordance with this Article 7, except to the extent of the actual damage or harm caused by such notification delay. The Indemnifying Party shall be responsible for contesting such action, and shall retain the services of the legal advisers of its choice to the reasonable satisfaction of the Indemnified Party, and pay the costs thereof. The Indemnified Party shall have the right to retain the services of its own legal advisers in such a case, but the attorneys’ fees and legal costs of such legal advisers shall be paid by the Indemnified Party, unless the retaining of the services of such legal advisers has been authorized in writing by the Indemnifying Party in connection with the contestation of such action or unless the Indemnifying Party failed to retain the services of legal advisers to be in charge of contesting such action or the Indemnified Party reasonably concludes, based on the opinion of legal advisers, that the representation of it and the Indemnifying Party by the same legal advisers would be inappropriate given their actual or potential diverging interests (in which case the Indemnifying Party shall not have the right to direct the contestation of such action on behalf of the Indemnified Party), and in all such cases the fees and reasonable costs shall be paid by the Indemnifying Party; provided further that the Indemnifying Party shall in no case be required to pay the costs of more than one law firm acting as legal advisers with respect to all the Indemnified Parties in accordance with this sentence. In connection with the contestation of such a claim or dispute, no Indemnifying Party shall consent, other than with the consent of each Indemnified Party, to a judgement or settlement which (i) does not include as an essential term the granting by the claimant to such Indemnified Party of a release from any liability regarding such claim or dispute, or (ii) covers an injunction or similar recourse which could give rise to the establishment of a custom or practice contrary to the current business interests of the Indemnifying Party.
7.5 Survival
The indemnification contemplated hereunder shall survive the expiry of this Agreement and shall remain in effect notwithstanding any investigation made by or on behalf of the Indemnified Party or an officer or director of or Person having control over such Indemnified Party and shall survive any transfer of securities thereunder in favour of the Investor Indemnified Parties.
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ARTICLE 8
MISCELLANEOUS
8.1 Termination
This Agreement shall terminate and all rights and obligations hereunder shall cease:
| (a) | following a period of sixty (60) days from the date that the Investor Percentage ceased to be at least 5%, but provided that the Corporation shall have provided written notice to the Investor within five (5) days following the date upon which the Corporation has been made aware that such Investor Percentage has ceased to be at least 5% and the Investor has not come to again hold an Investor Percentage equal to at least 5% during such 60-day period; or |
| (b) | on the date on which the Corporation is dissolved, liquidated or wound up or on which the Corporation takes any action to acknowledge the insolvency of the Corporation or to consent to the appointment by a secured creditor of a receiver or person acting in a similar capacity or takes advantage of any bankruptcy or insolvency legislation. |
| 8.2 | Survival |
The covenants of the Corporation in this Agreement shall survive the effective date and continue in full force and effect until fully performed in accordance with their terms or, in the case of any continuing obligations or negative covenants, indefinitely.
| 8.3 | Notices |
| (a) | Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, addressed as follows: |
| (i) | in the case of the Investor: |
Hartree Partners, LP
1185 Avenue of Americas
New York, New York 10036
| Email: | [***] | |
| [***] |
with a copy to:
Norton Rose Fulbright Canada LLP
222 Bay Street, Suite 3000
Toronto, Ontario M5K 1E7
| Attention: | Evelyn Li and Laura Konkel | |
| Email: | [***] | |
| [***] |
in the case of the Corporation:
Blue Moon Metals Inc.
220 Bay Street, Suite 550
Toronto, Ontario M5J 2W4
| Attention: | Christian Kargl-Simard, CEO | |
| Email: | [***] |
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with a copy to:
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide – West Tower
333 Bay Street
Toronto, Ontario M5H 2R2
| Attention : | Vaughn MacLellan | |
| Email : | [***] |
| (b) | Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered or transmitted (or, if such day is not a Business Day or if delivery or transmission is made on a Business Day after 5:00 p.m. (Toronto time) at the place of receipt, then on the next following Business Day) or, if mailed, on the third (3rd) Business Day following the date of mailing; provided, however, that if at the time of mailing or within three (3) Business Days thereafter there is or occurs a labour dispute or other event which might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid. |
| (c) | Either party may at any time change its address for service from time to time by giving written notice to the other party in accordance with this Section 8.3 |
8.4 Amendments and Waivers
No amendment or waiver of any provision of this Agreement shall be binding on either party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.
8.5 Assignment
No party may assign any of its rights or benefits under this Agreement, or delegate any of its duties or obligations, except with the prior written consent of the other party. Notwithstanding the foregoing, the Investor may assign and transfer its rights, benefits, duties and obligations under this Agreement, without the consent of the Corporation, to a direct or indirect wholly owned subsidiary of the Investor to whom it transfers Common Shares, provided that any such assignee shall, prior to any such transfer, agree to be bound by all of the covenants of the Investor contained herein and comply with the provisions of this Agreement, and shall deliver to the Corporation a duly executed undertaking to such effect in form and substance satisfactory to the Corporation, acting reasonably, and that the Investor shall remain subject to its duties and obligations under this Agreement to the extent that it continues to hold any Common Shares and this Agreement remains in force.
8.6 Announcements
No press release or other public disclosure with respect to this Agreement, the transactions contemplated herein, or the discussions, communications or negotiations leading up to the execution hereof, may be made except with the prior written consent and joint approval of each party; provided however that, where required to do so by applicable law, the Corporation may make a press release or other public disclosure notwithstanding the failure of the Investor to approve the text of such press release or other public disclosure, provided that the Corporation has made commercially reasonable efforts in the particular circumstances to allow the Investor an opportunity to comment on such press release or other public disclosure (including with respect to redactions to be made to this Agreement). The parties acknowledge and agree that the Corporation will issue a press release with respect to this Agreement promptly following the execution of this Agreement, the text of such announcement to be in a form approved by each of the Corporation and the Investor in advance, acting reasonably and without delay, the Corporation will be required pursuant to applicable Canadian securities laws to file this Agreement with such redactions as appropriate on SEDAR+. The Investor hereby consents to the disclosure of this Agreement through the issuance of a press release promptly following the execution of this Agreement and the filing of this Agreement on SEDAR+.
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8.7 Successors and Assigns
This Agreement shall enure to the benefit of and shall be binding on and enforceable by and against the parties and their respective successors or heirs, executors, administrators and other legal personal representatives, and permitted assigns.
8.8 Expenses
Except as otherwise expressly provided in this Agreement, each party will pay for its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement and the transactions contemplated herein, including the fees and expenses of legal counsel, financial advisors, accountants, consultants and other professional advisors.
8.9 Further Assurances
Each of the parties hereto shall, from time to time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.
8.10 Right to Injunctive Relief
The parties agree that any breach of the terms of this Agreement by either party would result in immediate and irreparable injury and damage to the other party which could not be adequately compensated by damages. The parties therefore also agree that in the event of any such breach or any anticipated or threatened breach by the defaulting party, the other party shall be entitled to equitable relief, including by way of temporary or permanent injunction or specific performance, without having to prove damages, in addition to any other remedies (including damages) to which such other party may be entitled at law or in equity.
8.11 Counterparts
This Agreement and all documents contemplated by or delivered under or in connection with this Agreement may be executed and delivered in any number of counterparts, with the same effect as if each party had signed and delivered the same document, and all counterparts shall be construed together to be an original and will constitute one and the same agreement.
8.12 No Partnership
Nothing in this Agreement or in the relationship of the parties hereto shall be construed as in any sense creating a partnership among the parties or as giving to any party any of the rights or subjecting any party to any of the creditors of the other parties.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF this Agreement has been executed by the parties on the date first written above.
| BLUE MOON METALS INC. | ||
| By: | “Christian Kargl-Simard” | |
| Name: Christian Kargl-Simard | ||
| Title: President and Chief Executive Officer | ||
| HARTREE PARTNERS, LP | ||
| By its general partner, Hartree Partners GP, LLC | ||
| By: | “Stephen M. Semlitz” | |
| Name: Stephen M. Semlitz | ||
| Title: Managing Director | ||
SCHEDULE “A”
TECHNICAL COMMITTEE MANDATE
(See attached)
BLUE MOON METALS INC.
TECHNICAL COMMITTEE CHARTER
I. ROLE AND OBJECTIVE
This charter (the “Charter”) sets forth the purpose, composition, responsibilities and authority of the Technical Committee (the “Committee”) of the Board of Directors (the “Board”) of Blue Moon Metals Inc. (the “Company”).
The objective of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to:
| (a) | technical matters relating to the Company’s current and future natural resource projects and construction activities; |
| (b) | reviewing and making recommendations with respect to the Company’s environmental, safety and health policies and programs; |
| (c) | provision of guidance and strategic direction to the Company’s management team related to the current and future projects; and |
| (d) | any additional matters delegated to the Committee by the Board. |
II. COMPOSITION AND MEETINGS
The Committee shall be comprised of a minimum of three directors as determined by the Board of Directors. The Committee’s composition shall meet all independence, legal and regulatory requirements, as applicable. All members of the Committee will have familiarity with matters within the purview of the Committee, including a general familiarity with the mining industry, including environmental, social responsibility and health and safety practices. At least one member of the Committee should have an extensive background in mining operations.
The members of the Committee shall be elected by the Board, timing of which will be determined in its discretion, provided that if the members are not elected prior to the next annual shareholder’s meeting, then such member will be elected at the Board’s first meeting following the annual shareholders’ meeting. Unless a chair of the Committee (the “Chair”) is elected by the full Board of Directors, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.
Each member shall continue to be a member until a successor is appointed, unless the member resigns, is removed, or ceases to be a director. The Board, following consultation with the Committee, may fill a vacancy at any time.
The Committee shall meet at least once quarterly, and at such other times as required to carry out its duties effectively and in a timely manner. Notice of every meeting shall be given to each member of the Committee. The Chair of the Committee shall develop and set the Committee’s agenda in consultation with members of the Committee, the Board and management.
A majority of the members of the Committee shall constitute a quorum, and each member shall have one vote. Powers of the Committee may also be exercised by a written resolution signed by all members.
Technical Committee Charter
1
The Committee may invite such officers, directors and employees of the Company and its subsidiaries and other persons as it may see fit, from time to time, to attend its meetings and assist in discussions and affairs of the Committee. At each Committee meeting, management will provide updates on health and safety, environmental matters and technical initiatives.
The Committee shall keep minutes of its meetings which shall be submitted to the Board. The Committee may, from time to time, appoint any person who need not be a member, to act as a secretary at any meeting.
III. RESPONSIBILITIES
As applicable throughout the Company’s current and future project development, the Committee shall:
| (a) | assist management in overseeing the technical development and construction of the projects; |
| (b) | reviewing with management the long term technical risks and opportunities and ensuring that the Board is made aware of these risks and opportunities; |
| (c) | where appropriate, recommend Board approval of mineral reserve and mineral resource estimates prior to public dissemination; |
| (d) | where appropriate, recommend Board approval of technical reports, health and safety reports and annual mineral reserve and mineral resource estimates and ensure such disclosure complies with regulatory requirements; |
| (e) | review and monitor the Company’s health and safety practices and the Company’s sustainability practices to ensure that the Company is in compliance with applicable laws; |
| (f) | make periodic visits, as individual members or as the Committee, to the Company’s project sites in order to become familiar with the nature of the operations, and to review relevant objectives, procedures and performance with respect to technical and sustainability matters; |
| (g) | report to the Board following each meeting of the Committee and at such other times as the Board may consider appropriate; and |
| (h) | exercise such other powers and perform such other duties and responsibilities as are incidental to the purposes, duties and responsibilities specified herein and as may from time to time be delegated to the Committee by the Board. |
Responsibilities of Chair
One of the main responsibilities of the Chair is to be responsible for the management and effective performance of the Committee and provide leadership to the Committee in fulfilling its mandate and any other matters delegated to it by the Board. To that end, the Chair’s responsibilities shall include:
| (a) | working with the Chair of the Board, the Chief Executive Officer and the Corporate Secretary to establish the frequency of Committee meetings and the agendas for meetings; |
| (b) | providing leadership to the Committee and presiding over Committee meetings; |
| (c) | facilitating the flow of information to and from the Committee and fostering an environment in which Committee members may ask questions and express their viewpoints; |
Technical Committee Charter
2
| (d) | reporting to the Board with respect to the significant activities of the Committee and any recommendations of the Committee; |
| (e) | leading the Committee in periodically reviewing and assessing the adequacy of its mandate and evaluating its effectiveness in fulfilling its mandate; and |
| (f) | taking such other steps as are reasonably required to ensure that the Committee carries out its mandate. |
IV. AUTHORITY
The Committee will be granted access to all information regarding current and future projects and all directors, officers and employees will be directed to cooperate as requested by members of the Committee. The Committee has authority to engage independent legal and other advisors as it deems necessary or appropriate to carry out its responsibilities at the Company’s expense.
The Committee is granted the ability to form and delegate authority to subcommittees, comprised of one or more members of the Committee, as necessary or appropriate. Each subcommittee shall have the full power and authority of the Committee within the authority delegated to the subcommittee or member(s).
V. REVIEW
The Committee and the Board shall annually assess the effectiveness of the Committee with a view to ensuring that the performance of the Committee accords with best practices and applicable law. The Committee will annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.
VI. DURATION
The Committee will remain active until the Company determines it is no longer required, then it will be dissolved or its Charter reviewed for any further engagements or amendments.
VII. APPROVAL
This Charter was approved by the Board on ____________, 2025.
Technical Committee Charter
3
SCHEDULE “B”
MOST FAVOURED NATION
| · | Blue Moon covenants and agrees that, during the period commencing December 17, 2024 and ending on December 31, 2025, the Corporation will not offer or agree to equity financing terms or conditions (including, but not limited to, terms and conditions relating to pricing, number and type of securities, warrants and other sweeteners, information, governance and other investor rights) with any third party that are more favourable than those provided to the Investor (including, for clarity, the terms and conditions provided to the Investor in respect of the tranche 1 subscription agreement dated December 18, 2024, and in respect of the tranche 2 Subscription Agreement dated the date hereof). |
| · | Should the Corporation provide more favorable terms to any third party in respect of the tranche 1 equity financing, the Investor shall automatically be entitled to the same more favorable terms in respect of its subscription of Units under the tranche 1 subscription agreement dated December 18, 2024, retroactively if applicable, and without the need for separate negotiation or agreement (i.e., the tranche 1 subscription agreement shall be deemed automatically adjusted to reflect such more favorable terms). |
| · | Similarly, should the Corporation provide more favourable terms to any third party in respect of the tranche 2 equity financing, the Investor shall automatically be entitled to the same more favorable terms in respect of its subscription of Common Shares or other securities under the Subscription Agreement, retroactively if applicable, and without the need for separate negotiation or agreement (i.e., the Subscription Agreement shall be deemed automatically adjusted to reflect such more favorable terms). |
| · | The Corporation shall promptly notify the Investor of any agreement entered into with a third party that contains more favorable equity financing terms. Failure to comply with this notification requirement shall constitute a material breach of these provisions. |
SCHEDULE “C”
REGISTRATION RIGHTS PROCEDURES
1.1. Registration Procedures
With respect to the Corporation’s obligations regarding the Demand Registration or Piggyback Registration hereunder effected through a Public Offering, the Corporation shall make the necessary efforts to ensure that a receipt is obtained, or a prospectus supplement is filed, for the offering of Eligible Securities of the Investor in one or more Canadian jurisdictions according to the Investor’s instructions and, to such end, the Corporation shall take the following steps as quickly as possible:
| (a) | prepare and file with the commissions or other securities authorities of the Canadian provinces and territories (collectively, the “Canadian Securities Regulators”) a preliminary prospectus (where required or useful) and, as soon as possible thereafter, a final prospectus pursuant to and in accordance with applicable Canadian Securities Laws, including all continuous disclosure documents and other related documents which the Canadian Securities Regulators require to be filed with the prospectus, and make the necessary efforts for a receipt, where required, to be issued for the prospectus, it being understood that the Corporation shall provide the Investor and the lead underwriter(s), where applicable, with copies of the preliminary prospectus and final prospectus and of the amendments or supplements, as filed with the Canadian Securities Regulators, forthwith after the filing thereof; |
| (b) | prepare and file with the Canadian Securities Regulators the amendments and supplements to the preliminary prospectus and final prospectus which may be necessary to carry out the Public Offering of all such Eligible Securities and as required by the applicable provisions of applicable Canadian Securities Laws; |
| (c) | inform the Investor and the lead underwriter(s), where applicable, and (as needed) confirm the information in writing as soon as possible after the Corporation has been notified of (i) the time of filing or obtaining of a receipt for the preliminary prospectus and the final prospectus or any amendment thereof (a copy of such documents to be provided to the Investor and the lead underwriter(s), where applicable), (ii) any request by the Canadian Securities Regulators for an amendment to the preliminary prospectus or final prospectus or for additional information, (iii) the issuance by the Canadian Securities Regulators of a cease-trade order or stop order relating to the prospectus or an order prohibiting or suspending the use of a preliminary prospectus or final prospectus or the institution or threat of such proceedings for such purposes and (iv) the receipt by the Corporation of a notice relating to the suspending of the eligibility of the Eligible Securities for distribution or sale in a jurisdiction or the institution or threat of such a proceeding for such purpose; |
| (d) | notify the Investor and the lead underwriter(s), where applicable, forthwith any time the Corporation becomes aware of the occurrence of an event which makes the prospectus contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or if it becomes necessary for any other reason during the period of distribution of the Public Offering to amend or complete the preliminary prospectus or the final prospectus in order to comply with applicable Canadian Securities Laws and, as soon as possible in any such case, prepare and file with the applicable Canadian Securities Regulators and provide at no charge to the Investor and the lead underwriter(s), where applicable, a supplement or amendment of the preliminary prospectus or final prospectus which corrects the statement or omission or makes it compliant again; |
| (e) | make the necessary efforts to have removed any cease-trade or other order attributable to the Corporation suspending the use of a prospectus or the eligibility of the Eligible Securities forming the subject of the prospectus; |
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| (f) | provide at no charge to the Investor and each lead underwriter, where applicable, subject to Section 6.5, a signed copy of the prospectus and as many certified signed copies of the prospectus as they may reasonably request, including the financial statements and schedules and all documents incorporated therein by reference, and give the Investor and its legal advisers a reasonable opportunity to examine the prospectus and provide the Corporation with their comments on the prospectus; |
| (g) | give the Investor and the lead underwriter(s), where applicable, as many commercial copies of the preliminary prospectus and final prospectus and any amendment or supplement thereof which such Persons may reasonably request (it being understood that the Corporation agrees to the use of the preliminary prospectus and final prospectus or any amendment or supplement thereof by the Investor and the lead underwriters, where applicable, in connection with the offer and sale of the Eligible Securities forming the subject of the preliminary prospectus and the final prospectus or any amendment or supplement thereof) and the other documents which the Investor may reasonably request in order to facilitate the disposition of the Eligible Securities by the Investor; |
| (h) | in connection with an Underwritten Offering, enter into the usual agreements, including an underwriting agreement with the underwriter(s), containing the representations and warranties of the Corporation and the other terms and conditions usually found in underwriting agreements relating to secondary offerings and the terms and/or indemnification agreements, essentially as set forth in Article 7; in any case, such agreements shall include provisions providing for the underwriters’ indemnification in favour of the Corporation regarding actual or alleged misrepresentations or omissions made in the prospectus or included based on and in accordance with written information provided to the Corporation by an underwriter; |
| (i) | as soon as possible after the filing with the Canadian Securities Regulators of a document incorporated by reference in the prospectus provide copies of such document to the Investor and its legal advisers and the lead underwriter(s), where applicable; |
| (j) | make the necessary efforts to obtain a usual legal opinion in form and substance similar to opinions normally provided by external legal advisers in connection with Public Offerings, addressed to the underwriters and the Investor, where applicable, and the other Persons which the underwriting agreement may reasonably specify as well as a usual comfort letter from the auditor(s) of the Corporation for the financial statements included or incorporated by reference in a prospectus; |
| (k) | if not already done, name a transfer agent and registrar for the Common Shares of the Corporation by the date the Public Offering closes; |
| (l) | participate in the marketing efforts which the Investor or the lead underwriter(s), where applicable, consider reasonably necessary, such as a road show, meetings with institutional investors and other similar events; and |
| (m) | take the other steps and sign and deliver the other documents which may be reasonably necessary to give full effect to the Investor’s rights hereunder. |
| 1.2. | Investor’s Obligations |
| (a) | The Corporation may require that the Investor provide the Corporation with information concerning the Public Offering of such securities and other information relating to the Investor, its affiliates and their respective ownership of Common Shares (“Investor Information”) which the Corporation may reasonably request in writing from time to time in order to comply with applicable Canadian Securities Laws in each jurisdiction in which a Demand Registration or Piggyback Registration will be effected. The Investor agrees to provide such information to the Corporation to allow it to comply with the terms of this Agreement and applicable Canadian Securities Laws and to cooperate with it as needed to such end. The Investor shall notify the Corporation forthwith any time the Investor becomes aware of the occurrence of an event (to the extent it relates to the Investor, its affiliates or information provided by or on behalf of the Investor in writing) which makes the prospectus, including the documents incorporated therein by reference, contain a misrepresentation or contain an untrue statement or a material fact or omit to state a material fact required to be stated therein or that is necessary to make the statements made therein not misleading, or if it becomes necessary during the period of the Public Offering to amend or complete a prospectus (including a base shelf prospectus or a prospectus supplement), in each case with respect solely to Investor Information, to comply with Canadian Securities Laws. |
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| (b) | In addition, if applicable Canadian Securities Laws so requires, the Investor shall sign any attestation or certificate forming part of a preliminary prospectus or final prospectus to be filed with the relevant Canadian Securities Regulators. |
| (c) | The Investor shall take all steps and sign all documents and acts required by the Corporation, acting reasonably, to complete the sale of its Eligible Securities in connection with such Public Offering, including signing the underwriting agreement entered into between the Corporation and the Investor in such regard, provided it contains the usual terms for this type of agreement, including the Investor’s representations and warranties, which shall be limited to the representations regarding the Investor’s beneficial ownership regarding its Eligible Securities, free of any lien or other charge (other than those pursuant to applicable Canadian Securities Legislation) and the Investor’s ability, power, authority and right to enter into such an underwriting agreement and carry out the transactions contemplated therein without breaching any other undertaking by the Investor. |
| (d) | Upon receipt of a notice from the Corporation concerning the occurrence of an event of the type described in Section 1.1(d) of this Schedule “C”, the Investor shall cease forthwith the disposition of Eligible Securities under the prospectus until the completed or amended prospectus, as contemplated by Section 1.1(d) of this Schedule “C”, has been filed or until the Corporation advises the Investor that use of the prospectus, as amended or completed, may resume and it has received copies thereof or of any other filed document which is incorporated by reference in the prospectus. |
Exhibit 99.106
FORM 51-102F3
MATERIAL CHANGE REPORT
| ITEM 1. | Name and Address of Company |
Blue Moon Metals Inc. (“Blue Moon” or the “Company”)
555 – 220 Bay Street
Toronto, Ontario
M5J 2W4
| ITEM 2. | Date of Material Change |
March 7, 2025
| ITEM 3. | News Release |
A news release relating to the material change was issued and disseminated on March 10, 2025 via Cision PR Newswire, a copy of which was subsequently filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.
| ITEM 4. | Summary of Material Change |
On March 10, 2025, Blue Moon announced:
| (a) | 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”). |
| (b) | Hartree Partners LP (“Hartree”) has purchased 17.5 million common shares of Blue Moon (the “Blue Moon Shares”) at C$0.30 per Blue Moon Share for total proceeds of C$5.25 million. |
| ITEM 5. | Full Description of Material Change |
REAS Acquisition
On March 7, 2025, Blue Moon acquired all the shares in REAS from WG, a private Norwegian Company, along with associated ship loading equipment and infrastructure related to aggregate mining, port area and adjacent properties to the Nussir Project (together the “Transaction”). Through a series of transactions, Blue Moon paid 180 million NOK (~US$16 million) as consideration, comprised of 42.1 million Blue Moon Shares (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 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 (~US$2/tonne).
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The Transaction has closed, but some filings, registrations and legal perfection, in particular related to the lands ancillary to the Nussir Project, are being 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. The Consideration Shares were originally 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, the TSXV has approved Blue Moon’s graduation from a TSXV Tier 2 issuer to a TSXV Tier 1 issuer, which has resulted in, effective as of March 14, 2025, the effective escrow period being 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.
Hartree Tranche 2
In connection with its strategic investment announced in Blue Moon’s December 19, 2024, press release, 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.
Approximately 8% of the outstanding Blue Moon Shares are held by Hartree.
| ITEM 5.2. | Disclosure of Restructuring Transactions |
Not applicable.
| ITEM 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| ITEM 7. | Omitted Information |
There are no significant facts required to be disclosed herein which have been omitted.
| ITEM 8. | Executive Officer |
For further information, please contact:
Christian Kargl-Simard, CEO and Director
T: +1 (416) 230 3440
| ITEM 9. | Date of Report |
March 17, 2025
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Cautionary Note Regarding Forward-Looking Information
This material change report 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 the Company expects 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 expected use of proceeds of the Investment.
The Company cautions 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 Investment may be used differently than expected. Accordingly, the Company warns 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. The Company 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 material change report represents management’s current expectations and are based on information currently available to management, and are subject to change after the date of this material change report. The Company is under no obligation (and the Company expressly disclaims 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 material change report 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 Investment 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.
Exhibit 99.107
Share purchase agreement
between
Wergeland Eigedom AS
(as Seller)
and
Blue Moon Metals Inc.
(as Buyer)
6 March 2025
| CONTENTS | ||
| Clause | Page |
| 1. | Definitions | 5 | |
| 2. | The Transaction | 8 | |
| 2.1 | Sale and purchase | 8 | |
| 2.2 | Purchase Price | 8 | |
| 2.3 | Settlement of the Purchase Price | 8 | |
| 2.4 | Consideration Shares | 8 | |
| 3. | Pre-Closing undertakings | 9 | |
| 3.1 | Conduct of Business | 9 | |
| 4. | Conditions precedent | 10 | |
| 4.1 | Conditions for the benefit of the Seller | 10 | |
| 4.2 | Conditions for the benefit of the Buyer | 10 | |
| 5. | Pre-Closing actions | 10 | |
| 6. | Closing | 10 | |
| 6.1 | Time and place | 10 | |
| 6.2 | The Seller’s obligations on Closing | 11 | |
| 6.3 | The Buyer’s obligations on Closing | 11 | |
| 7. | Termination | 12 | |
| 7.1 | Termination events | 12 | |
| 7.2 | Rights on termination | 12 | |
| 8. | Various undertakings | 12 | |
| 8.1 | Registration and legal perfection of the transfer of the Ancillary Assets | 12 | |
| 8.2 | Continued operations | 12 | |
| 8.3 | Quay Dispute | 12 | |
| 8.4 | Stone extractions license | 12 | |
| 8.5 | Seller’s liquidation period | 12 | |
| 8.6 | Sami Authorities | 12 | |
| 9. | Representations and warranties of the Seller | 12 | |
| 9.1 | General | 12 | |
| 9.2 | Ownership and shares | 13 | |
| 9.3 | Power and authority | 13 | |
| 10. | Representations and warranties of the Buyer | 13 | |
| 10.1 | General | 13 | |
| 10.2 | Power and authority | 13 | |
| 10.3 | Issuance of the Consideration Shares | 13 | |
| 11. | Compensation | 14 | |
| 11.1 | General | 14 | |
| 11.2 | Sole remedy | 14 | |
| 11.3 | Disclosed information | 14 | |
| 11.4 | Monetary limitation | 14 | |
| 11.5 | Time Limit for bringing claim | 14 | |
| 12. | Seller’s specific indemnities | 14 | |
| 13. | Buyer’s specific indemnities | 15 | |
| 14. | Miscellaneous | 15 | |
| 14.1 | Confidentiality | 15 | |
| 14.2 | Announcements | 15 | |
2 (17)
| 14.3 | Notices | 15 | |
| 14.4 | Exclusivity | 15 | |
| 14.5 | Expenses | 15 | |
| 14.6 | Assignment | 15 | |
| 14.7 | Governing law and dispute resolution | 15 |
3 (17)
List of Schedules
| Schedule 1.11 | Closing Memorandum |
| Schedule 1.19 | Description and Illustration of the Loading Facility |
| Schedule 1.22 | Operation Agreement |
| Schedule 1.29 | Related Transactions |
4 (17)
Agreement
This share purchase agreement (the Agreement) is entered into on 6 March 2025 between:
| (1) | Wergeland Eigedom AS, a Norwegian private limited liability company incorporated under the laws of Norway, with business registration number 923 265 651, having its registered address at Sløvåg, 5960 Dalsøyra, Gulen, Norway (the Seller); and |
| (2) | Blue Moon Metals Inc., a corporation incorporated under the laws of British Columbia, Canada, with company number BC0779838, having its registered address at Suite 2700, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5, Canada (the Buyer). |
Each a Party and jointly the Parties
Background
| (A) | The Seller owns 100% of the shares (the REAS Shares) in Repparfjord Eiendom AS, a private limited liability company incorporated under the laws of Norway, with business registration number 991 412 689, having its registered address at Sløvåg, 5960 Dalsøyra, Gulen, Norway (REAS). |
| (B) | REAS holds the ground lease to the property known as municipality no. 5603, gnr/bnr 107/1, fnr. 15 (the Industrial Land). |
| (C) | The Seller owns land property known as municipality no. 5603, gnr/bnr 107/2 located adjacent to the Industrial Land (the Additional Property), the ground lease to the property known as municipality no. 5603, gnr/bnr 107/1, fnr. 11 (the Additional Land) and the ship loading facilities and related infrastructure associated with the Industrial Land as described and illustrated in Schedule 1.19 (the Loading Facility, and together with the Additional Property and the Additional Land, the Ancillary Assets). |
| (D) | The Seller wishes to sell, and the Buyer, wishes to purchase the REAS Shares (the Transaction). |
| (E) | To facilitate the Transaction, the Parties wish that the Seller transfers the Ancillary Assets to REAS prior to completion of the Transaction. |
| (F) | The Parties have entered into this Agreement to set out the terms and conditions for the Transaction. |
IT IS AGREED as follows:
| 1. | Definitions |
For the purposes of this Agreement, the following capitalised terms shall have the following meanings when used herein:
| 1.1 | Additional Property shall have the meaning ascribed to such term in letter (C) of the Background section. |
5 (17)
| 1.2 | Additional Land shall have the meaning ascribed to such term in letter (C) of the Background section. |
| 1.3 | Agreement means this Agreement, including all schedules and appendices attached to it. |
| 1.4 | Ancillary Assets shall have the meaning ascribed to such term in letter (C) of the Background section. |
| 1.5 | Business Days means any day which the banks are open in Norway and Canada. |
| 1.6 | Buyer shall have the meaning ascribed to such term in the preamble hereof. |
| 1.7 | CAD shall mean Canadian Dollars. |
| 1.8 | Cash Amount shall have the meaning ascribed to such term in Clause 2.2.1 |
| 1.9 | Closing shall have the meaning ascribed to such term in Clause 6.1.1. |
| 1.10 | Closing Date shall have the meaning ascribed to such term in Clause 6.1.1. |
| 1.11 | Closing Memorandum shall mean the draft closing memorandum for the Transaction as set out in Schedule 1.11. |
| 1.12 | Companies Act shall mean Norwegian limited liability companies act. |
| 1.13 | Data Room shall mean the virtual data room established by the Seller in connection with the transactions contemplated by this Agreement, copies of which will be delivered by the Seller to the Buyer in electronic form at Closing. |
| 1.14 | Encumbrance means any mortgage, charge, pledge, lien, option or other security interest, encumbrance or restriction on the use of any kind. |
| 1.15 | FX Adjustment Amount shall have the meaning ascribed to such term in Clause 2.3.2. |
| 1.16 | Fairly Disclosed means information disclosed with sufficient clarity and detail to enable an experienced, prudent and reasonable buyer assisted by professional advisers to be aware of the nature and scope of the fact, matter or circumstance disclosed. |
| 1.17 | FEFO shall mean Finnmarkseiendommen. |
| 1.18 | Industrial Land shall have the meaning ascribed to such term in letter (B) of the Background section. |
| 1.19 | Loading Facility shall have the meaning ascribed to such term in letter (C) of the Background section. |
| 1.20 | Loss means any reasonably foreseeable loss that a Party suffers due to any breach of this Agreement. |
| 1.21 | NOK shall mean Norwegian Krone. |
6 (17)
| 1.22 | Operation Agreement shall mean the agreement to be entered into between the Seller and REAS as set out in Schedule 1.22. |
| 1.23 | Outside Date shall have the meaning ascribed to such term in Clause 7.1(c). |
| 1.24 | Seller shall have the meaning ascribed to such term in the preamble hereof. |
| 1.25 | Party and Parties shall have the meaning given to such terms in preamble hereof. |
| 1.26 | Purchase Price shall have the meaning ascribed to such term in Clause 2.2.1. |
| 1.27 | REAS shall have the meaning ascribed to such term in letter (A) of the Background section. |
| 1.28 | REAS Shares shall have the meaning ascribed to such term in letter (A) of the Background section. |
| 1.29 | Related Transactions shall mean the transactions described in the Buyer’s press release on 19 December 2024 as set out in Schedule 1.29, including the Buyer’s acquisition of Nussir ASA and Nye Sulitjelma Gruver AS and the related C$30M equity placement. |
| 1.30 | Seller shall have the meaning ascribed to such term in the preamble hereof. |
| 1.31 | Seller’s Designated Bank Account means the below: |
Beneficiary Owner: Wergeland Eigedom AS
Bank: [***]
BIC:
Account Number: [***]
IBAN: [***]
| 1.32 | Seller Warranties means the warranties set out in Clause 8. |
| 1.33 | Transaction has the meaning ascribed to such term in letter (D) in the Background Section. |
| 1.34 | TSX-V means the TSX Venture Exchange. |
| 1.35 | Quay Dispute means the dispute relating to the quay located at the Industrial Land which is partly owned with Hammerfest municipality as disclosed in the Data Room. |
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| 2. | The Transaction |
| 2.1 | Sale and purchase |
| 2.1.1 | On the terms and subject to the conditions of this Agreement, the Seller shall sell and deliver and the Buyer shall purchase all the REAS Shares, free and clear from any Encumbrances. |
| 2.2 | Purchase Price |
| 2.2.1 | The total consideration to be paid by the Buyer to the Seller for the REAS Shares shall be [***] (the Purchase Price). |
| 2.2.2 | The Purchase Price assumes and takes into account that REAS has purchased and acquired the Ancillary Assets at Closing. |
| 2.3 | Settlement of the Purchase Price |
| 2.3.1 | The Purchase Price shall be settled upon Closing as follows: |
| (a) | An amount of [***] shall be paid by the Buyer to the Seller’s Designated Bank Account (the Cash Amount); and |
| (b) | the remaining amount shall be settled by the Buyer issuing 42,100,000 common shares of the Buyer (the Consideration Shares). |
| 2.3.2 | To compensate the Seller for the value leakage resulting from exchange rate fluctuations between NOK:CAD causing the Consideration Shares to be worth less than [***] on the scheduled Closing, the parties agree that the Buyer shall make an additional payment to the Seller of [***] on Closing (the FX Adjustment Payment). If Closing does not occur on the scheduled date, the parties shall discuss adjustments to the FX Adjustment Payment in good faith. |
| 2.4 | Consideration Shares |
| 2.4.1 | The Consideration Shares shall be issued on terms no less beneficial to the Seller than those of the Related Transactions. The Seller shall have the right to verify and confirm that the subscription terms align with the Related Transactions, and documentation related thereto, acting reasonably. |
| 2.4.2 | The Consideration Shares shall be issued at a deemed price of [***] per share. |
| 2.4.3 | The Consideration Shares shall be subject to the statutory four-month and one-day hold period prescribed by Canadian securities laws. |
| 2.4.4 | In addition, the Consideration Shares shall be subject to policies of the TSX-V concerning escrow periods. The Buyer confirms that the listing application for the uplisting from a Tier 2 mining issuer to a Tier 1 mining issuer has already been submitted to the TSX-V for approval, and the Buyer will take all commercially reasonable efforts to obtain the approval of the TSX-V, with the effect that the Consideration Shares will be subject to the escrow periods applicable to Tier 1 issuers, as expediently as possible |
| 2.4.5 | Any escrow imposed by TSX-V or otherwise pursuant to this Agreement shall not prohibit the Seller from exercising all shareholders rights, including but not limited hereunder voting on its shares or receiving any distributions or dividends by the Buyer or participating in any merger transactions or take-over bids or participating in treasury offerings or secondary offerings, in each case, to which the Buyer is subject. |
8 (17)
| 2.4.6 | After the escrow period, if the Seller wishes to dispose of its shares in the Buyer, the Seller shall first offer the Buyer the opportunity to place the shares within a reasonable set window however no longer than two (2) weeks. If the Buyer cannot place the shares within this window, the Seller will be free to sell the shares elsewhere. |
| 2.4.7 | The Buyer shall procure that there is no trading in shares of the Buyer on TSX-V until the Closing is completed. |
| 3. | Pre-Closing undertakings |
| 3.1 | Conduct of Business |
| 3.1.1 | From the date of this Agreement and until the Closing Date, except as permitted under or contemplated by this Agreement, Fairly Disclosed in the Data Room, or approved in writing by the Buyer (such approval not to be unreasonably withheld), the Seller shall procure REAS: |
| (a) | Refrains from (i) amending its organisational documents, (ii) changing the number of authorised or issued shares in REAS, (iii) issuing any securities convertible into, exchangeable for or otherwise giving the right to subscribe for or acquire any equity or voting interest in REAS, (iv) directly or indirectly selling, redeeming, purchasing or otherwise acquiring any of the REAS Shares, (v) effecting a split, reclassification or other change in or of any of the REAS Shares, and (vi) creating any Encumbrances over any of the REAS Shares or the assets owned by REAS; |
| (b) | Refrains from declaring, setting aside, creating any entitlement to or paying any dividend or other distribution; |
| (c) | Conducts its business in the ordinary course; |
| (d) | Refrains from (i) buying, selling, transferring, leasing, licensing or otherwise acquiring or disposing any asset (including without limitation any real property and any permits) or any business (whether by merger or acquisition) outside the ordinary course of business; |
| (e) | Refrains from entering into any transaction with the Seller or its affiliates; |
| (f) | Refrains from entering into new agreements that are of material importance for the Companies, and take all reasonable measures to ensure that none of the Companies’ material agreements are cancelled, amended or terminated without written consent from the Buyer; and |
| (g) | Refrains from encouraging or undertaking anything that would constitute breach of the Seller Warranties. |
9 (17)
| 4. | Conditions precedent |
| 4.1 | Conditions for the benefit of the Seller |
The Closing is subject to the following conditions being satisfied (or waived, at Seller’s sole discretion) each of which such conditions the Seller acknowledges has been satisfied prior to the date of this Agreement:
| (a) | Completion of due diligence by the Seller without any material issued identified; |
| (b) | Receipt of evidence of the Related Transactions being completed, in the form of the closing news release disseminated on SEDAR+; and |
| (c) | Receipt of evidence of TSX-V having approved the Transaction. |
| 4.2 | Conditions for the benefit of the Buyer |
The Closing is subject to the following conditions being satisfied (or waived, at the Buyer’s sole discretion), each of which such conditions the Buyer acknowledges has been satisfied prior to the date of this Agreement:
| (a) | Completion of due diligence by the Buyer without any material issued identified, which the Seller is unable to rectify within 30 days; |
| (b) | Receipt of evidence of TSX-V having approved the Transaction; and |
| (c) | Receipt of an executed asset transfer agreement, transferring the Ancillary Assets from the Seller to REAS, “as is”, and otherwise on arm’s length terms. |
| 5. | Pre-Closing actions |
Prior to Closing, the Seller shall provide the Buyer with registration instructions for the Consideration Shares.
| 6. | Closing |
| 6.1 | Time and place |
| 6.1.1 | The consummation of the Transaction (the Closing) is subject to the satisfaction or waiver of the conditions set out in Clause 4 and shall commence on 6 March 2025 at 2pm (CET) and be carried out electronically on a video or audio conference and by way of circulation of documents and signatures, or at such other date, time or meeting form as the Parties agree in writing (the Closing Date). |
| 6.1.2 | All proceedings to take place at the Closing in accordance with Clauses 6.2 and 6.3 shall take place simultaneously, and no transfer shall be deemed complete until all such proceedings have been completed. |
| 6.1.3 | The Parties shall execute the Closing Memorandum to confirm that all the conditions precedent set out in clause 4 and/or other pre completion actions set out in this Agreement have been satisfied or waived and that all closing actions set out in clause 5 have been taken. |
10 (17)
| 6.2 | The Seller’s obligations on Closing |
At Closing the Seller shall deliver to the Buyer:
| (a) | Confirmation on the receipt of the Cash Amount; |
| (b) | Updated shareholders’ register for REAS confirming that the REAS Shares have been legally transferred to the Buyer without any Encumbrances; |
| (c) | Documentation evidencing that the board of directors of REAS has approved the Transaction, the execution and implementation of the asset transfer agreement for the transfer of the Ancillary Assets from the Seller to REAS and that the directors have declared that they have no outstanding claims against REAS; |
| (d) | A shareholder confirmation issued by REAS in accordance with section 4-10 of the Companies Act with respect to the Buyer's ownership to the REAS Shares; |
| (e) | Operation Agreement being duly executed on behalf of the Seller; |
| (f) | A copy of the contents of the Data Room in electronic form; and |
| (g) | Corporate resolutions of the Seller confirming the execution of the Agreement and related documents, including the asset transfer agreement of the transfer of the Ancillary Assets from the Seller to REAS, and the implementation of the transactions contemplated therein. |
| 6.3 | The Buyer’s obligations on Closing |
At Closing the Buyer shall deliver to the Seller:
| (a) | Documentation from the transferring bank evidencing that the Cash Amount has been irrevocably transferred to the Seller’s Designated Bank Account and documentation evidencing that an irrevocable instruction has been made to transfer the FX Adjustment Amount to the Seller’s Designated Account; |
| (b) | Evidence of instructions from the Buyer to the transfer agent to issue the Consideration Shares to the Seller; |
| (c) | Documentation (in the form of a share certificate or direct registration statement) from the Buyer’s transfer agent evidencing that the Considerations Shares have been validly and irrevocably issued to the Seller or such other relevant documentation evidencing the same; |
| (d) | A signed notice sent to REAS on the Buyer’s purchase of the REAS Shares in accordance with the Companies Act section 4-12; |
| (e) | Minutes of an extraordinary general meeting in REAS showing the election of new board members; |
| (f) | Operation Agreement being duly executed by the newly elected directors on by half of REAS; and |
| (g) | Corporate resolutions of the Buyer confirming the execution of the Agreement and related documents, and the implementation of the transactions contemplated therein and confirmation that the Consideration Shares will, upon issuance, be validly and irrevocably issued to the Seller. |
11 (17)
| 7. | Termination |
| 7.1 | Termination events |
This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing Date:
| (a) | By mutual written consent of the Seller and the Buyer; |
| (b) | By a Party if there has been a material breach by the other Party of this Agreement; or |
| (c) | By written notice by either Party to the other Party if the Transaction has not occurred (other than through the fault of the Party seeking to terminate this Agreement) by 30 April 2025 (the Outside Date). |
| 7.2 | Rights on termination |
If this Agreement is terminated pursuant to Clause 7.1, all further obligations of the Parties under or pursuant to this Agreement shall terminate and have no further effect and neither Party shall have any claim against the other under this Agreement (save in respect of its accrued rights arising from any prior breach of this Agreement), provided, however, that the obligations of the Parties contained in Clause 14 (Miscellaneous) shall survive such termination.
| 8. | [***] |
| 8.3.2 | [***] |
| 8.5 | [***] |
| 8.6 | [***] |
| 9. | Representations and warranties of the Seller |
| 9.1 | General |
| 9.1.1 | The Parties have agreed that the sale of the REAS Shares, including the Industrial Land, and Ancillary Assets is made on an "as-is" basis. This means that the Buyer accepts these assets in their current state and condition, with all faults (whether hidden or evident) and without any warranties, except as expressly provided for in Section 9. |
| 9.1.2 | The Seller makes the following representations and warranties to the Buyer as at the date of this Agreement and at the time immediately preceding Closing (unless otherwise is stated): |
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| 9.2 | Ownership and shares |
| 9.2.1 | The Seller is the legal and beneficial owner of the REAS Shares, free and clear of any Encumbrances, and the REAS Shares are legally and validly issued and fully paid. |
| 9.2.2 | As at the time immediately preceding Closing, REAS is the legal and beneficial owner of the Ancillary Assets. |
| 9.2.3 | The REAS Shares are not subject to any pre-emptive rights, REAS does not have an unconditional or conditional obligation to issue further shares, and no rights relating to the REAS Shares (including dividends, preferential rights in the event of capital increase, etc.) have been separated from the REAS Shares |
| 9.3 | Power and authority |
| 9.3.1 | The execution and performance by the Seller of this Agreement or any other documents or instruments to be executed under it have all required approvals, whether on corporate or individual level. |
| 9.3.2 | This Agreement has been executed and delivered by the Seller and, and assuming the due authorisation, execution and delivery hereof by the Buyer, constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. |
| 10. | Representations and warranties of the Buyer |
| 10.1 | General |
The Buyer makes the following representation and warranties to the Seller as at the date of this Agreement and at the time immediately preceding Closing (unless otherwise is stated):
| 10.2 | Power and authority |
| 10.2.1 | The execution and performance by the Buyer of this Agreement or any other documents or instruments to be executed under it have all required approvals, whether on corporate or individual level. |
| 10.2.2 | This Agreement has been executed and delivered by the Buyer and, and assuming the due authorisation, execution and delivery hereof by the Buyer, constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms. |
| 10.3 | Issuance of the Consideration Shares |
| 10.3.1 | The Consideration Shares to be issued to the Seller have been duly authorized and, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid, and non-assessable. |
| 10.3.2 | As at the date of this Agreement, the Information provided by or on behalf of the Buyer with respect to the status of the Consideration Shares and applicable statutory restrictions and policies are correct and not misleading. |
13 (17)
| 11. | Compensation |
| 11.1 | General |
| 11.1.1 | In the event of a breach by the Sellers Warranties in this Agreement, the Seller shall compensate the other Buyer for any Loss such Party suffers, subject to the limitations set out herein. |
| 11.1.2 | The limitations set out below in this Section 11 shall not apply to the Seller’s specific indemnitees set out in clause 12. |
| 11.2 | Sole remedy |
The remedy provided for in this clause shall exclude any other claim for damages, purchase price reduction and all other remedies which would otherwise be available by law.
| 11.3 | Disclosed information |
The Buyer acknowledges that it has conducted a satisfactory due diligence investigation of the information disclosed in the Data Room and confirms that it has no outstanding questions or concerns. The Buyer shall have no right to compensation or other remedies for matters that have been Fairly Disclosed to the Buyer, whether in the Data Room or elsewhere. For the avoidance of doubt, this includes any issues related to the operation of the landfill in the open-pit mine on Ulveryggen, as well as issues in respect of the quay.
| 11.4 | Monetary limitation |
The Parties shall have no liability for breach of the Agreement with respect to any Loss in excess of a total amount representing 50% of the Cash Amount, except in the event of fraud, wilful misrepresentation, wilful misconduct or gross negligence on the part of the party benefiting from the limitation.
| 11.5 | Time Limit for bringing claim |
| 11.5.1 | The Buyer shall give notice to the Seller of any claim in writing, specifying the factual basis for the claim in reasonable detail and the estimated amount of the claim (for the purposes of this clause, a Claim Notice), as soon as possible and latest within thirty (30) days from the date the Buyer or any Group Company became aware or should have become aware of the circumstances giving rise to a claim, and the Seller shall not be liable for any Loss which has not been notified to the Seller in accordance with this clause. |
| 11.5.2 | In any event, the Seller shall not be liable for a Loss unless it receives a Claim Notice within six (6) months following the Closing Date. |
| 12. | Seller’s specific indemnities |
| 12.1 | The Seller shall indemnify and hold the Buyer harmless from any Losses, expenses, costs damages relating to: |
| (a) | Amount to be paid by the Seller in relation to the Quay Dispute in accordance with Clause 8.3. |
| (b) | Any liabilities or obligations under common registration in the value added tax register (Nw. Merverdiavgiftsregisteret) with the Seller or its affiliates. |
14 (17)
| 13. | Buyer’s specific indemnities |
| 13.1 | The Buyer shall indemnify and hold the Seller harmless from any Losses, expenses, costs damages relating to: |
| (a) Any contaminants and pollution on the plant from previous operations; and | |
| (b) Any issues relating to the landfill in the open-pit mine on Ulveryggen. | |
| 14. | Miscellaneous |
| 14.1 | Confidentiality |
Each of the Parties agrees that the content of this Agreement shall be confidential, except where disclosure is required by law, listing rules or by any order of any administrative or judicial authority.
| 14.2 | Announcements |
Any public announcement to be made by either of the Parties in connection with the Transaction shall be agreed and shall be subject to the other Party’s review and comments.
| 14.3 | Notices |
Unless otherwise specified herein, any notice required to be given hereunder by any Party shall be deemed to have been given if mailed by prepaid registered mail, sent by e-mail or delivered to the address of the other Parties as hereinafter set forth:
If to the Seller: [***]
If to the Buyer: Frances Kwong, CFO, [***], 550 – 220 Bay Street, Toronto, ON, M5J 2W4.
| 14.4 | Exclusivity |
The Seller is not allowed to contact any other person or entity about the REAS Shares, Industrial Land and Ancillary Assets with an intention of selling the foregoing, unless this Agreement is rightfully terminated pursuant to clause 7.
| 14.5 | Expenses |
Unless otherwise is stated, the Parties shall cover their respective costs and expenses in connection with this Agreement and the consummation of the transactions contemplated herein, including professional fees and costs of attorneys, accountants and advisors.
| 14.6 | Assignment |
This Agreement shall be binding upon and inure to the benefit of the successors of the Parties, but shall not be assignable by any of the Parties without the prior written consent of the other Party.
| 14.7 | Governing law and dispute resolution |
| 14.7.1 | This Agreement shall be governed by and construed in all respects in accordance with the laws of Norway. |
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| 14.7.2 | Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in Bergen, Norway, in accordance with the Norwegian Arbitration Act of 2004, as amended. |
| 14.7.3 | The arbitration panel shall consist of three arbitrators. The Seller shall appoint one arbitrator, and the Buyer shall appoint one arbitrator. Such appointed arbitrators shall jointly appoint the chairman of the arbitration panel, who shall be a reputable business lawyer. In the event that either the Seller or the Buyer has failed to appoint an arbitrator within fourteen days after a Party in writing has requested arbitration, or the arbitrators appointed by the Parties have failed to appoint the chairman within 30 days after the last arbitrator appointed by a Party was appointed, the relevant arbitrator shall be appointed by the Chief Justice of the Bergen District Court. |
| 14.7.4 | The arbitration proceedings will be conducted, and the arbitral award will be made, in the English language. |
* * *
[Signature page to follow]
16 (17)
[Signature page to Share Purchase Agreement]
| For Wergeland Eigedom AS | For Blue Moon Metals Inc. | |||
| By: | "Margunn Kristine Bjørnestad" | By: | "Christian Kargl-Simard" | |
| Name: | Margunn Kristine Bjørnestad | Name: | Christian Kargl-Simard | |
| Title: | Chair of the board of directors | Title: | Chief Executive Officer | |
17 (17)
Schedule 1.11 - Closing Memorandum
CLOSING MEMORANDUM
related to the
SHARE PURCHASE AGREEMENT dated 6 March 2025
between
Blue Moon Metals Inc. (as the Buyer)
and
Wergeland Eigedom AS (as the Seller)
regarding the sale and purchase of 100% of the shares in
Repparfjord Eiendom AS
7 March 2025
Page 2 of 10
| 1 | INTRODUCTION |
| 1.1 | Purpose |
This memorandum (the "Closing Memorandum") constitutes the minutes of the closing procedures carried out in connection with the completion of the sale and purchase of 100% of the shares in Repparfjord Eiendom AS (the "REAS") pursuant to a share purchase agreement (the "Agreement") dated 6 March 2025 between Wergeland Eigedom AS as the Seller and Blue Moon Metals Inc. as the Buyer (the "Transaction").
| 1.2 | Definitions |
Terms defined in the Agreement have the same meanings when used in this Closing Memorandum, unless explicitly set forth in this Closing Memorandum or otherwise evident from the context.
| 1.3 | Time of Closing, electronic closing procedure |
The Closing procedure commenced on 6 March 2025 at 2pm (CET) / 8am (EST). The Closing was carried out electronically on a video conference and by way of the circulation of documents and signatures.
| 1.4 | Simultaneous actions |
All actions taken and all documents executed and delivered by the Parties at Closing are deemed to having been taken, executed and delivered simultaneously, and no actions are deemed to having been taken nor any documents executed or delivered until all such actions have been taken and all such documents have been executed and delivered.
| 1.5 | Attendants |
The following persons participated in the Closing procedure:
| Parties represented | Role | Representative |
| Wergeland Eigedom AS | Seller | N/A |
| Blue Moon Metals Inc. | Buyer | Christian Kargl-Simard |
| Frances Kwong | ||
| Advokatfirmaet BAHR AS | Seller's counsel | Hågen Hansen |
| Sondre Vegheim | ||
| Advokatfirmaet Simonsen Vogt Wiig AS | Buyer's counsel | Kjetil Westby Ranum |
| Nilakshan Selvaratnam | ||
| DLA Piper | Buyer’s counsel | Jennifer Poirier |
| Beatriz Albuquerque |
Page 3 of 10
| 1.6 | Procedure |
The Closing was carried out as follows:
| a) | The Buyer's counsel established an e-mail thread with all the Attendants in Section 1.5 to exchange documents/confirmations. |
| b) | The Attendants logged into the video conference. |
| c) | The presence of the Attendants in Section 1.5 was confirmed. |
| d) | The Seller's counsel and the Buyer's counsel confirmed the satisfaction or waiver of the conditions precedent to Closing set out in section 2 and the pre-closing actions set out in Section 3 |
| e) | The Seller's counsel and the Buyer’s counsel confirmed that they have exchanged in escrow the documents in Section 4 required for Closing. |
| f) | The Attendants confirmed they were ready to proceed with the Closing. |
| g) | The Buyer completed the closing action set out in section 4.8 (irrevocable payment confirmation/instruction of Cash Amount and FX Adjustment Amount), and shared evidence of this in the e-mail thread. |
| h) | The Seller completed the closing action set out in Section 4.1 (confirmation of receipt of Cash Amount) by way of sending a confirmation in the e-mail thread. |
| i) | Immediately thereafter the Seller's counsel and the Buyer’s counsel completed the other closing actions and deliveries set out in Section 4 by exchanging or confirming release from escrow of relevant documents. |
| j) | The Attendants confirmed Closing was completed, after which the Sellers’ counsel dated this Closing Memorandum and the parties confirmed release from escrow of the executed signature pages of this Closing Memorandum. |
Page 4 of 10
| 2 | CONDITIONS PRECENDENT TO CLOSING |
Page 5 of 10
Page 6 of 10
| 3 | OTHER PRE-CLOSING ACTIONS |
| Action | Agreement | Responsible | Exhibit | Status/Comments | |
| clause | |||||
| 3.1 | Prior to Closing, the Seller shall provide the Buyer with registration instructions for the Consideration Shares. | 5 | Seller | Exhibit 3.1 | Completed |
Page 7 of 10
| 4 | CLOSING ACTIONS AND DELIVERIES OF THE TRANSACTION |
| Action/delivery | Agreement | Responsible | Exhibit | Status/Comments | |
| clause | |||||
| The Seller's obligations on Closing | |||||
| At Closing the Seller shall deliver to the Buyer: | |||||
| 4.1 | Confirmation on the receipt of the Cash Amount; | 6.2 (a) | Seller | Exhibit 4.1 | Completed |
| 4.2 | Updated shareholders' register for REAS confirming that the REAS Shares have been legally transferred to the Buyer without any Encumbrances; | 6.2 (b) | Seller | Exhibit 4.2 | Completed |
| 4.3 | Documentation evidencing that the board of directors of REAS has approved the Transaction, the execution and implementation of the asset transfer agreement for the transfer of the Ancillary Assets from the Seller to REAS and that the directors have declared that they have no outstanding claims against REAS; | 6.2 (c) | Seller | Exhibit 4.3 | Completed |
| 4.4 | A shareholder confirmation issued by REAS in accordance with section 4-10 of the Companies Act with respect to the Buyer's ownership to the REAS Shares; | 6.2 (d) | Seller | Exhibit 4.4 | Completed |
| 4.5 | Operation Agreement being duly executed on behalf of the Seller; | 6.2 (e) | Seller | Exhibit 4.5 | Completed |
| 4.6 | A copy of the contents of the Data Room in electronic form; | 6.2 (f) | Seller | Exhibit 4.6 | Completed |
| 4.7 | Corporate resolutions of the Seller confirming the execution of the Agreement and related documents, including the agreement of the transfer of the Ancillary Assets from the Seller to REAS, and the implementation of the transactions contemplated therein. | 6.2 (g) | Seller | Exhibit 4.7 | Completed |
Page 8 of 10
| Action/delivery | Agreement | Responsible | Exhibit | Status/Comments | |
| clause | |||||
| The Buyer's obligations on Closing | |||||
| At Closing the Buyer shall deliver to the Seller: | |||||
| 4.8 | Documentation from the transferring bank evidencing that the Cash Amount has been irrevocably transferred to the Seller’s Designated Bank Account and documentation evidencing that an irrevocable instruction has been made to transfer the FX Adjustment Amount to the Seller’s Designated Account; | 6.3(a) | Buyer | Exhibit 4.8 | Completed |
| 4.9 | Evidence of instructions from the Buyer to the transfer agent to issue the Consideration Shares to the Seller; | 6.3(b) | Buyer | Exhibit 4.9 | Completed |
| 4.10 | Documentation (in the form of a share certificate or direct registration statement) from the Buyer's transfer agent evidencing that the Consideration Shares have been validly and irrevocably issued to the Seller or such other relevant documentation evidencing the same; | 6.3 (c) | Buyer | Exhibit 4.10 | Completed |
| 4.11 | A signed notice sent to REAS on the Buyer's purchase of the REAS Shares in accordance with the Companies Act section 4-12; | 6.3 (d) | Buyer | Exhibit 4.11 | Completed |
| 4.12 | Minutes of an extraordinary general meeting in REAS showing the election of new board members; | 6.3 (e) | Buyer | Exhibit 4.12 | Completed |
| 4.13 | Operation Agreement being duly executed by the newly elected directors on behalf of REAS; | 6.3 (f) | Buyer | Exhibit 4.13 | Completed |
| 4.14 | Corporate resolutions of the Buyer confirming the execution of the Agreement and related documents, and the implementation of the transactions contemplated therein and confirmation that the Consideration Shares will,upon issuance, be validly and irrevocably issued to the Seller; | 6.3 (g) | Buyer | Exhibit 4.14 | Completed |
Page 9 of 10
| 5 | CONFIRMATION OF COMPLETION OF CLOSING |
By signing this Closing Memorandum, each of the Parties agrees and confirms that Closing has been duly completed.
* * *
| For and on behalf of the Seller | For and on behalf of the Buyer | |||
| Signature: | Signature: | |||
| Name: | Margunn Kristine Bjørnestad | Name: | Christian Kargl-Simard | |
| Title: | Chair of the board of directors / Authorised Signatory | Title: | Chief Executive Officer | |
Page 10 of 10
EXHIBITS
| No. | Content | |
| Exhibit 4.1 | Confirmation on the receipt of the Cash Amount | |
| Exhibit 4.2 | Updated shareholders' register for REAS | |
| Exhibit 4.3 | Board minutes of REAS | |
| Exhibit 4.4 | Evidence of shareholding in REAS | |
| Exhibit 4.5 | Operation Agreement executed on behalf of the Seller | |
| Exhibit 4.6 | Copy of the contents of the Data Room | |
| Exhibit 4.7 | Corporate resolutions for execution and implementation of the Agreement by the Seller | |
| Exhibit 4.8 | Evidence of the Cash Amount and the FX Adjustment Amount being irrevocably transferred to the Seller's Designated Bank Account | |
| Exhibit 4.9 | Evidence of instructions from the Buyer to the transfer agent to issue the Consideration Shares | |
| Exhibit 4.10 | Documentation and evidence of issuance of Consideration Shares to the Seller | |
| Exhibit 4.11 | Notice of acquisition of REAS Shares | |
| Exhibit 4.12 | EGM minutes of REAS | |
| Exhibit 4.13 | Operation Agreement executed on behalf of the Buyer | |
| Exhibit 4.14 | Corporate resolutions for execution and implementation of the Agreement by the Buyer |
Schedule 1.19 - Description and Illustration of the Loading Facility
The Loading Facility consists of two loading arms located at the quay at land no. 107, title no. 1, land lease no. 15 in Hammerfest municipality, marked in the picture below, including two conveyor belts from the process plan under the road and to the quay:
| Schedule 1.22 - Operation Agreement | CONFIDENTIAL AND PRIVILEGED |
Operation Agreement
between
Wergeland Eigedom AS
and
Repparfjord Eiendom AS
regarding continued crushed stone operations at land no. 107 title no. 1, land lease no. 15 in Hammerfest municipality
06 March 2025
This agreement for continued operations and extractions (the «Agreement») is entered into on 6th of March 2025 between:
| (1) | Repparfjord Eiendom AS, a corporation incorporated under the laws of Norway, with business registration number 991 412 689 («REAS»); and |
| (2) | Wergeland Eigedom AS, a corporation incorporated under the laws of Norway, with business registration number 923 265 651, having its registered address at Sløvåg, 5960 Dalsøyra, Gulen, Norway («WG»). |
REAS and WG are collectively referred to as the «Parties» and individually as a «Party».
Background
| (A) | Blue Moon Metals Inc., a corporation incorporated under the laws of British Columbia, Canada, with company number BC0779838, having its registered address at Suite 2700, 1133 Melville Street, Vancouver, British Columbia, V6E 4E5, Canada (Blue Moon) has acquired, either directly or through its subsidiary company as buyer under the SPA, from WG all shares in REAS pursuant to the share purchase agreement (“SPA”) dated 6th of March 2025 (the «Transaction»). |
| (B) | The Parties have agreed that WG (or an affiliated company within the same group of companies nominee by WG) shall be entitled to continue its crushed stone operations for a defined period under the terms set forth in this Agreement. |
| (C) | The Parties hereby intend to formalise the terms and conditions under which WG may continue its operations at municipality no. 5603, gnr/bnr 107/1, fnr. 15 (the «Industrial Land) and utilize all ship loading facilities and related infrastructure associated with the Industrial Land (the «Loading Facilities»). |
NOW IT IS HEREBY AGREED as follows:
| 1. | Term and Extension |
| 1.1 | WG shall be entitled to continue its crushed stone operations in the Industrial Land for an initial period of ten (10) years from the date of signature of this Agreement (the «Initial Term»). |
| 1.2 | WG shall have an option to extend the Initial Term for two additional periods, each of ten (10) years (total 30 years) upon written notice to REAS which shall be provided no later than six (6) months prior to the expiration of the Initial Term and the additional period (if applicable). |
| 1.3 | Either Party may terminate this Agreement as set forth in Clause 8. |
| 2. | Scope of Operations |
| 2.1 | WG shall be entitled to operate under the lease and operating licence held by REAS, Blue Moon or such entity designated by Blue Moon subject to compliance with all applicable laws, permits, and mining regulations. WG shall always take into consideration from time to time the applicable licence, mining plan and any other requirements set by the authorities. |
2 (7)
| 2.2 | WG will not use any buildings or constructions at the Industrial Land save for all Loading Facilities, which shall for the avoidance of doubt include tunnels, the quay and the basement in the building for reloading purposes. |
| 2.3 | WG shall be solely responsible for any misconduct, damages, or losses arising from its operations. WG shall also be solely responsible strictly for its own use of the Industrial Land and that its operations are in compliance with all public law requirements. |
| 2.4 | WG shall have the exclusive right to extract, process, and sell crushed stone from the quarry, in accordance with all necessary regulatory approvals. |
| 2.5 | WG shall be entitled to utilize the Nussir/ Blue Moon waste rock and sorting plant waste rock for its operations, provided that such materials meet the quality standards defined in Clause 3. |
| 3. | Purchase of Rock Material |
| 3.1 | Nussir, on behalf of REAS, shall be responsible to deliver tunnel-sourced and sorting plant rock into the quarry area. |
| 3.2 | WG shall purchase 0-300 mm rock from the materials delivered by REAS, provided always that rock meets adequate quality standards, as determined by WG acting reasonably. |
| 3.3 | The purchase price shall reflect WG's production costs, calculated based on the cost of drilling and blasting during REAS open-pit operations. The price shall be determined as the annual average based on the prior full calendar year, but shall never be lower than NOK 15 per tonne. [***] |
| 4. | Annual Quantity |
| 4.1 | The Parties shall negotiate and agree on the annual volume of stone to be purchased by WG in Q4 of each calendar year. |
| 4.2 | For the year 2025, the agreement on volumes shall be concluded by the Parties no later than June 30, 2025. |
| 4.3 | WG shall strive to purchase all volumes produced by Nussir on behalf of REAS, but shall not be obligated to purchase volumes exceeding the agreed annual quantity. |
| 4.4 | Nussir, on behalf of REAS shall be entitled to sell any unpurchased volumes to third parties. |
| 4.5 | Any additional volumes shall be extracted in accordance with the existing operating license (with reference 17/00529-14) as long as WG is present in the area. Volumes derived from Nussir`s mining operations will follow by the operating licence held by Nussir. |
| 4.6 | The weight of the aggregates loaded on board vessels for supplies will be defined by the bill of lading established by the shipowner and should be coherent with the weight as measured by the conveyor belt on the ship loading system. In the event of discrepancy between these two measurements, WG will investigate and present a report to REAS. |
3 (7)
| 5. | Rental of Factory Area |
| 5.1 | WG shall lease from REAS the designated outside factory area east of the factory building as shown in Appendix 1. WG’s use of the Industrial Land must be to the extent permitted by the agreements with FEFO. The annual rent is [***] payable in advance at the beginning of each calendar year. Such consideration shall be payable within 2 weeks following closing of the Transaction, and further in advance on each annual anniversary date thereafter. VAT will be added to the extent applicable. The rent shall be adjusted in accordance with the changes to in the Consumer Price Index 1 January every year. The original lease index value is the index value as per December 2024. Rent adjustments shall be based on changes from the original lease index value to the most recent known index value as per the adjustment date. Further, WG shall have the right, as long as they operate on the Industrial Land, to use the topmost of the four barrack rigs, which shall be included as part of the annual rent. |
| 5.2 | Nussir, on behalf of REAS, shall have access to the leased area in order to fulfil its obligations under clause 4 as well as for regulatory reasons and other reasonable requirements. |
| 6. | Access to Loading Facilities and Quay |
| 6.1 | WG shall have access to the quay for unloading rock masses, subject to priority access for vessels loading copper concentrate from REAS/Nussir’s mining operations, and provided further that WG shall be responsible for any costs resulting from gross negligence or wilful misconduct in respect of WG’s activities. |
| 6.2 | WG shall be entitled to lease the Loading Facilities from REAS for an annual fee of [***]. Such consideration shall payable within 2 weeks following closing of the Transaction, and further in advance on each annual anniversary date thereafter. VAT will be added to the extent applicable. The rent shall be adjusted based on the Consumer Price Index, just as the rent for the outside factory area, as stated in clause 5.1. |
| 6.3 | REAS shall be responsible for maintaining, repairing and to the extent necessary, replace the Loading Facilities for the full period of WG’s continued crushed stone operations, to keep the aggregates production operations at all times in compliance with the mining plan and all permits and authorizations issued by the relevant authorities, other than any costs resulting from gross negligence or wilful misconduct in respect of WG’s activities. |
| 6.4 | For the avoidance of doubt, REAS shall be responsible for all damages to the Loading Facilities caused by the operations, save for such damages as caused by WG’s gross negligence or willful misconduct. |
| 7. | Licenses and compliance |
| 7.1 | WG and Wergeland AS shall strive to transfer the stone extraction license and the corresponding financial security provided to the Directorate of Mining (with reference 17/00529-14) on an as-is basis to Blue Moon or REAS, or other company designated by Blue Moon as soon as possible upon request by Blue Moon, however subject to approval from public authorities. For the avoidance of doubt, if such transfer is not approved by the public authorities, Blue Moon shall have the right to direct WG and Wergeland AS to transfer the license to a person or entity deemed acceptable by the public authorities, and WG and Wergeland AS shall take all such steps necessary to effect such transfer. WG and Wergeland AS shall transfer of the license free of charge or any other payments to be made by Blue Moon or REAS. |
4 (7)
| 7.2 | Following such transfer as stated in 7.1, REAS will be maintain its permits and mining plan in respect of the Industrial Land, and WG shall be entitled to extract aggregates on the basis of the permits and mining plan pertaining to REAS. |
| 7.3 | Save for the stone extraction license, WG shall be responsible for maintaining all necessary licenses and permits required for its operations. |
| 7.4 | WG shall be entitled to sublet the rights and obligations under this Agreement to an affiliated company with the same corporate group, subject to REAS written consent which shall not be unreasonably withheld. |
| 7.5 | WG shall comply with all applicable environmental and regulatory requirements. |
| 7.6 | WG shall take all necessary steps to ensure that the stone extraction license (with reference 17/00529-14) remains in compliance with public authorities' requirements. |
| 7.7 | REAS shall be the responsible entity towards Kystverket for the ISPS certification in respect of the quay. REAS shall maintain customary ISO certification. |
| 8. | Termination |
| 8.1 | WG may terminate this Agreement with two (2) years' written notice. |
| 8.2 | REAS may terminate the Agreement prematurely and evict WG in the case of gross negligence, lack of performance, or other non-conducive professional conduct that could negatively impact REAS’ operations and reputation. Such termination shall only occur after good faith negotiations up to 30 days have been exhausted. For the avoidance of doubt, termination and eviction shall be the only consequences to which WG shall be liable. |
| 8.3 | In the event of termination, WG shall be granted a reasonable period to conclude its operations and remove its equipment and assets. |
| 9. | Vacation of the Industrial Land |
| 9.1 | Upon the end of the term of this Agreement, WG shall vacate the Industrial Land and the Loading Facilities and return it to REAS a tidy state, and shall remove all its objects, machinery, equipment and masses, such as the old gravel crusher located inside the mountain. In the event these are not removed by WG, REAS may remove these for the account of WG. |
| 9.2 | WG shall also be responsible for removing any contamination or pollution caused by its activities at the Industrial Land which is caused by the WG’s operations under this Agreement. For the avoidance of doubt, Blue Moon has acquired Reas on an as-is basis and shall thus bear all risk and responsibility for pollution and contamination on the properties at the time these are taken over Blue Moon. |
| 10. | Severability |
| 10.1 | If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. The remaining provisions of this Agreement shall remain in full force and effect. |
5 (7)
| 11. | Governing Law and Dispute Resolution |
| 11.1 | This Agreement shall be governed by and construed in accordance with Norwegian law. |
| 11.2 | Any disputes arising from this Agreement shall be settled by arbitration in Bergen, Norway, in accordance with the Norwegian Arbitration Act of 2004, as amended. |
| 11.3 | The arbitration panel shall consist of three arbitrators. The Seller shall appoint one arbitrator, and the Buyer shall appoint one arbitrator. Such appointed arbitrators shall jointly appoint the chairman of the arbitration panel, who shall be a reputable business lawyer. In the event that either the Seller or the Buyer has failed to appoint an arbitrator within fourteen days after a Party in writing has requested arbitration, or the arbitrators appointed by the Parties have failed to appoint the chairman within 30 days after the last arbitrator appointed by a Party was appointed, the relevant arbitrator shall be appointed by the Chief Justice of the Bergen District Court. |
| 11.4 | The arbitration proceedings will be conducted, and the arbitral award will be made, in the English language. |
***
Appendices:
1. Map showing the outside area to be leased
[Signature page follows]
6 (7)
Agreement for Continued Operations and Extractions
| Repparfjord Eiendom AS | ||
| By: | ||
| Name: Christian Kargl-Simard | ||
| Capacity: Chairman of the board | ||
| Wergeland Eigedom AS | ||
| We accept our obligations under this agreement | ||
| Wergeland AS | ||
| By: | ||
| Name: Margunn Kristine Bjørnestad | ||
| Capacity: | ||
| As per registered proxy/procuration | ||
7 (7)
APPENDIX 1


Appendix 2
Schedule 1.29 - Related Transactions
| Date: | December 19, 2024 | ![]() |
| News Release: | 24-11 | |
| Ticker Symbols: | TSXV: MOON |
BLUE MOON METALS CLOSES C$30 MILLION IN EQUITY FINANCING WITH LEAD ORDERS FROM HARTREE PARTNERS, WHEATON PRECIOUS METALS AND LNS, AND SIGNS DEFINITIVE AGREEMENTS TO ACQUIRE TWO NORWEGIAN BROWNFIELD COPPER PROJECTS
TORONTO, Ontario – December 19, 2024 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON), Nussir ASA (“Nussir”) and Nye Sulitjelma Gruver AS (“NSG”) are pleased to announce that the parties have entered into separate definitive agreements (the “Definitive Agreements”), each dated December 19, 2024, pursuant to which Blue Moon has agreed to acquire all of the issued and outstanding shares of Nussir and NSG (the “Acquisitions”). Both Nussir and NSG are private Norwegian companies with properties in northern Norway (the “Nussir Property” and the “NSG Property,” respectively). Pursuant to the Definitive Agreements, Blue Moon has agreed to acquire a 99.5% interest in Nussir and a 100% interest in NSG, to be satisfied by the issuance to Nussir and NSG shareholders of up to 313,142,828 common shares of Blue Moon (the “Blue Moon Shares”) at a deemed price of C$0.30 per Blue Moon Share. NSG shareholders will also receive US$3 million in cash milestone payments related to the receipt of permitting for tailings discharge and receipt of the operating permit for the NSG Property. Further details about the Acquisitions are disclosed in Blue Moon’s news release dated November 27, 2024.
Blue Moon has also closed its previously announced brokered private placement in tandem with entering into the Definitive Agreements, raising C$30 million (the “Concurrent Financing”). More details on the Concurrent Financing can be found below. The implied equity value of the Acquisitions and the Concurrent Financing, collectively, is approximately US$100 million on a fully-diluted in-the-money basis. At closing of the Acquisitions, existing Blue Moon, Nussir and NSG shareholders are expected to own 12%, 55% and 12%, respectively, of Blue Moon Shares outstanding on a fully-diluted in-the-money basis. No one shareholder is expected to own more than 20% of the Blue Moon Shares. The Concurrent Financing has received conditional TSX Venture Exchange ("TSXV") approval and is subject to final TSXV approval. The Acquisitions are subject to acceptance by the TSXV in all respects, as they are each considered a "Reviewable Transaction" under the policies of the TSXV. As per TSXV requirements, trading of the Blue Moon Shares is halted and will resume after the TSXV has received all required documentation, including a technical report on the Nussir Property prepared in accordance with National Instrument 43-101, among other customary items. Closing of the Acquisitions is expected by the end of February 2025, at which point the maiden preliminary economic assessment on the Company’s existing Blue Moon property (the “Blue Moon Property”) is also anticipated to be released. Blue Moon looks forward to communicating its new plan for the Norwegian assets once the stock starts trading again in 2025.
Concurrent Financing
Pursuant to the first tranche closing of the Concurrent Financing, Blue Moon issued 10,000,031 units (the “Units”) of the Company at a price of C$3.00 per Unit for gross proceeds C$30,000,093. The Concurrent Financing is co-led by Cormark Securities Inc. and Scotiabank on behalf of a syndicate of investment dealers including National Bank Financial Inc., Haywood Securities Inc., Raymond James Ltd. and CIBC World Markets Inc. (collectively, the “Agents”). The Company may close additional tranches of the Concurrent Financing, for up to cumulative total gross proceeds of C$50,000,000.
Each Unit issued in the Concurrent Financing consists of 1 common share of Blue Moon (each, a “Unit Share”) and 9 subscription receipts (each, a “Subscription Receipt”), with 10% of the price per Unit allocated to the Unit Share underlying each Unit and 90% of the price per Unit allocated to the Subscription Receipts underlying each Unit. The net proceeds allocated to the Unit Shares were released to Blue Moon upon closing of the Concurrent Financing and will not be returned to the subscribers in the event the Escrow Release Conditions (as defined below), which include the completion of the Acquisitions, are not met.
Page 1 of 5
| Date: | December 19, 2024 | ![]() |
| News Release: | 24-11 | |
| Ticker Symbols: | TSXV: MOON |
Upon completion of the Acquisitions, and subject to certain customary conversion conditions for a transaction of this nature (collectively, “Escrow Release Conditions”), each Subscription Receipt will convert into one common share of Blue Moon (each, an “Underlying Share”) without payment of additional consideration or further action on the part of the holder.
Blue Moon has agreed to pay to the Agents a commission equal to 6.0% of the gross proceeds from the Concurrent Financing (reduced in connection with subscriptions by certain strategic, institutional and retail investors, and by insiders of Blue Moon and shareholders of Nussir and NSG), 50% of which has been placed in escrow (the “Escrowed Commission”) as described below.
The proceeds of the Concurrent Financing, other than those proceeds allocated to the Unit Shares, and the Escrowed Commission (the “Escrowed Proceeds”), will be held in escrow pending satisfaction of the Escrow Release Conditions. Provided that the Escrow Release Conditions are satisfied or waived (where permitted) prior to 5:00 p.m. (Toronto time) on February 27, 2025, or prior to April 30, 2025 if Blue Moon shareholder approval to the Acquisitions is required by the TSXV, (the “Escrow Release Deadline”): (i) the Escrowed Commission will be released to the Agents from the Escrowed Proceeds, (ii) the balance of the Escrowed Proceeds will be released to or as directed by Blue Moon, and (iii) the Subscription Receipts shall be automatically converted into Underlying Shares, without payment of any additional consideration or further action on the part of the subscribers. In the event that the Escrow Release Conditions are not satisfied by the Escrow Release Deadline, the Escrowed Proceeds, together with interest earned thereon, if any, will be returned to the holders of the Subscription Receipts and such Subscription Receipts will be cancelled.
The net proceeds from the Unit Shares will be used for general corporate purposes and advancement of the Blue Moon project, along with costs related to the Acquisitions. The net proceeds from the Subscription Receipts will be primarily utilized for exploration decline development, underground exploration, and optimization studies at the Nussir Property, exploration permitting at the Blue Moon Property and the NSG Property, and general corporate purposes and working capital.
The securities issued under the first tranche of the Concurrent Financing are subject to a statutory hold period of four months and a day from the closing date in accordance with applicable securities laws.
Certain insiders of the Company participated in the Concurrent Financing and subscribed for a total of 187,000 Units for aggregate gross proceeds of C$0.56 million. Participation by the insiders in the Concurrent Financing constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued under the Concurrent Financing to the insiders, nor the fair market value of the consideration paid by the insiders, exceeded 25% of the Company’s market capitalization.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any securities laws of any state of the United States, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and applicable securities laws of any state of the United States or compliance with the requirements of an exemption therefrom. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. “United States” is as defined in Regulation S under the U.S. Securities Act.
Page 2 of 5
| Date: | December 19, 2024 | ![]() |
| News Release: | 24-11 | |
| Ticker Symbols: | TSXV: MOON |
Strategic Investors
As part of the Concurrent Financing, the Company welcomes several strategic investors: Hartree Partners LP(“Hartree”), Leonhard Nilsen & Sønner AS (“LNS”) and Wheaton Precious Metals Corp. ("Wheaton," TSX: WPM, NYSE: WPM), which, together, subscribed for over 50% of the total Units sold under the first tranche of the Concurrent Financing.
In addition to a C$7.25 million subscription in the Concurrent Financing, Hartree has been granted the right to subscribe for between C$5.25 million and C$7.75 million worth of Blue Moon Shares at pre-agreed conditions based on the market price up to May 9, 2025. Hartree will also receive pro-rata pre-emptive rights in respect of future equity issuances of Blue Moon, as long as Hartree owns 5% of the issued and outstanding common shares of Blue Moon, have the right to appoint a board member by the end of 2025, and the right to participate on a technical committee. Hartree’s additional Blue Moon Share subscriptions are subject to approval of the TSXV. The Company has also agreed to enter into a long term offtake agreement with Hartree for Nussir concentrate production, along with a right of last offer for a portion of the off-take volumes at the Blue Moon and NSG projects. In addition to the above, Hartree and Blue Moon have entered into an MOU for an up to US$20 million secured bridge loan facility to provide financial flexibility during construction of the Nussir Property. Hartree and Blue Moon will continue to advance discussions, and details will be made available should the transaction advance and definitive terms 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.
Page 3 of 5
| Date: | December 19, 2024 | ![]() |
| News Release: | 24-11 | |
| Ticker Symbols: | TSXV: MOON |
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).
For further information
Blue Moon Metals Inc.
Christian Kargl-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: 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 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.
Page 4 of 5
| Date: | December 19, 2024 | ![]() |
| News Release: | 24-11 | |
| Ticker Symbols: | TSXV: MOON |
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.
Page 5 of 5
Exhibit 99.108
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| Date: | March 13, 2025 | |
| News Release: | 25-05 | |
| Ticker Symbols: | TSXV: MOON | |
BLUE MOON ANNOUNCES RESUMPTION OF TRADING, GRADUATION TO TIER 1 ON THE TSX VENTURE EXCHANGE AND COMPLETION OF SHARE CONSOLIDATION FOLLOWING TRANSFORMATIONAL ACQUISITIONS
TORONTO, Ontario – March 13, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON) is pleased to announce that its common shares (the “Blue Moon Shares”) will resume trading on the TSX Venture Exchange (“TSXV”) at the market open on Friday, March 14, 2025. Upon resumption of trading, the graduation of the Company from Tier 2 to Tier 1 issuer status on the TSXV, and the consolidation of the Blue Moon Shares, previously announced on March 3, 2025 and March 10, 2025, respectively, will be effected (the “Consolidation”).
Trading of the Blue Moon Shares was halted on November 27, 2024 in connection with the announcement of the acquisitions of Nussir ASA and Nye Sulitjelma Gruver AS, which closed on February 26, 2025. The Company also announced on March 10, 2025, that it acquired all the shares in Repparfjord Eiendom AS from Wergeland Eigedom AS, 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. In conjunction with the above noted acquisitions, the Company completed approximately $35.4 million in equity financings at $3.00 per share post Consolidation. Blue Moon’s mining contractor, Leonhard Nilsen & Sønner Eiendom AS (“LNS”), participated for $4.2 million of the equity financing and has committed to subscribe for another $2.3 million upon two milestones, the first being the start of the decline construction at the Nussir project and the second 10 months after the start of the decline construction. The pricing of the equity commitment is the higher of (i) $3.00 per common share or (ii) the maximum discount allowed by the TSXV.
The Company is also pleased to announce that it has been approved for graduation from Tier 2 to Tier 1 issuer status on the TSXV. The TSXV classifies issuers into different tiers based on standards including historical financial performance, stage of development and financial resources. Tier 1 is the TSXV's premier tier and is reserved for the TSXV's most advanced issuers. Tier 1 issuers benefit from decreased filing requirements and improved service standards. With the graduation to a Tier 1 listing, the Blue Moon Shares previously deposited into escrow pursuant to the rules of the TSXV will now be governed by the release provisions of Tier 1 issuer escrow.
In addition, as of the market open on March 14, 2025, the Consolidation on the basis of ten (10) pre-consolidation Blue Moon Shares for every one (1) post-consolidation Blue Moon Shares will be effected. Upon resumption of trading, the Company will have approximately 51,109,248 post-Consolidation Blue Moon Shares outstanding.
About Blue Moon
Blue Moon is advancing three 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 three 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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: christian@bluemoonmetals.com
Page 1 of 2
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| Date: | March 13, 2025 | |
| News Release: | 25-05 | |
| Ticker Symbols: | TSXV: MOON | |
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 effective date of the graduation to Tier 1, Consolidation and resumption of trading; the anticipated benefits of graduating to Tier 1 issuer status in the TSXV; the number of Blue Moon Shares outstanding post-Consolidation.
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 graduation to Tier 1, Consolidation and resumption of trading may be effective in a different date; that the Company may not realize all the anticipated benefits of graduating to Tier 1 issuer status in the TSXV; that the number of Blue Moon Shares outstanding post-Consolidation may be different than disclosed. 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 transactions 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.
Page 2 of 2
Exhibit 99.109
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| Date: | March 10, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
BLUE MOON METALS ACQUIRES THE OYEN INDUSTRIAL LAND, OPERATING AGGREGATE QUARRY, SHIPLOADING EQUIPMENT AND ADJACENT PROPERTIES TO NUSSIR, AND CLOSES A C$5.25 MILLION FOLLOW ON EQUITY INVESTMENT BY HARTREE PARTNERS
TORONTO, Ontario – March 10, 2025 – 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.
Page 1 of 4
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| Date: | March 10, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
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.
Page 2 of 4
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| Date: | March 10, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 3 of 4
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| Date: | March 10, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
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.
Page 4 of 4
| Form 45-106F1 Report of Exempt Distribution ITEM 1 - REPORT TYPE New report Amended report If amended, provide filing date of report that is being amended. (YYYY-MM-DD) ITEM 2 - PARTY CERTIFYING THE REPORT Indicate the party certifying the report (select only one). For guidance regarding whether an issuer is an investment fund, refer to section 1.1 of National Instrument 81-106 Investment Fund Continuous Disclosure and the companion policy to NI 81-106 (in Québec, Regulation 81-106 respecting Investment Fund Continuous Disclosure and Policy Statement to Regulation 81-106 respecting Investment Fund Continuous Disclosure). Investment fund issuer Issuer (other than an investment fund) Underwriter ITEM 3 - ISSUER NAME AND OTHER IDENTIFIERS Provide the following information about the issuer, or if the issuer is an investment fund, about the fund. Full legal name Blue Moon Metals Inc / Blue Moon Metals Inc Previous full legal name BLUE MOON METALS INC. (FORMERLY BLUE MOON ZINC CORP.) If the issuer’s name changed in the last 12 months, provide most recent previous legal name. Website www.bluemoonmining.com (if applicable) If the issuer has a legal entity identifier, provide below. Refer to Part B of the Instructions for the definition of “legal entity identifier”. Legal entity identifier 254900CUYCO1Z90SIR42 If two or more issuers distributed a single security, provide the full legal name(s) of the co-issuer(s) other than the issuer named above. Full legal name(s) of co-issuer(s) (if applicable) ITEM 4 - UNDERWRITER INFORMATION If an underwriter is completing the report, provide the underwriter’s full legal name, firm NRD number, and SEDAR+ profile number. Full legal name Firm NRD number (if applicable) SEDAR+ profile number |
| ITEM 5 - ISSUER INFORMATION If the issuer is an investment fund, do not complete Item 5. Proceed to Item 6. a) Primary industry Provide the issuer’s North American Industry Classification Standard (NAICS) code (6 digits only) that in your reasonable judgment most closely corresponds to the issuer’s primary business activity. NAICS industry code 212233 If the issuer is in the mining industry, indicate the stage of operations. This does not apply to issuers that provide services to issuers operating in the mining industry. Select the category that best describes the issuer’s stage of operations. Exploration Development Production Is the issuer’s primary business to invest all or substantially all of its assets in any of the following? If yes, select all that apply. Mortgages Real estate Commercial/business debt Consumer debt 500 or more Private companies Cryptoassets b) Number of employees Number of employees: 0 - 49 50 - 99 100 - 499 c) SEDAR+ profile number Provide the issuer’s SEDAR+ profile number 000025425 ITEM 6 - INVESTMENT FUND ISSUER INFORMATION If the issuer is an investment fund, provide the following information. a) Investment fund manager information Full legal name Firm NRD number (if applicable) SEDAR+ profile number b) Type of investment fund Type of investment fund that most accurately identifies the issuer (select only one). Money market Equity Fixed income Balanced Alternative strategies Cryptoasset Other (describe) |
| Indicate whether one or both of the following apply to the investment fund. Invest primarily in other investment fund issuers Is a UCITs Fund 1 1 Undertaking for the Collective Investment of Transferable Securities funds (UCITs Funds) are investment funds regulated by the European Union (EU) directives that allow collective investment schemes to operate throughout the EU on a passport basis on authorization from one member state. c) Net asset value (NAV) of the investment fund Select the NAV range of the investment fund as of the date of the most recent NAV calculation (Canadian $). Date of NAV calculation: Under $5M $5M to under $25M $500M to under $1B $25M to under $100M $100M to under $500M $1B or over YYYY MM DD ITEM 7 - INFORMATION ABOUT THE DISTRIBUTION If an issuer located outside of Canada completes a distribution in a jurisdiction of Canada, include in Item 7 and Schedule 1 information about purchasers resident in that jurisdiction of Canada only. Do not include in Item 7 securities issued as payment of commissions or finder's fees, in connection with the distribution, which must be disclosed in Item 8. The information provided in Item 7 must reconcile with the information provided in Schedule 1 of the report. a) Currency Select the currency or currencies in which the distribution was made. All dollar amounts provided in the report must be in Canadian dollars. Canadian dollar US dollar Euro Other (describe) b) Distribution dates State the distribution start and end dates. If the report is being filed for securities distributed on only one distribution date, provide the distribution date as both the start and end dates. If the report is being filed for securities distribued on a continuous basis, include the start and end dates for the distribution period covered by the report. Start date 2025 02 26 End date 2025 02 26 YYYY MM DD YYYY MM DD c) Detailed purchaser information Complete Schedule 1 of this form for each purchaser and attach the schedule to the completed report. d) Types of securities distributed Provide the following information for all distributions reported on a per security basis. Refer to Part A(12) of the Instructions for how to indicate the security code. If providing the CUSIP number, indicate the full 9-digit CUSIP number assigned to the security being distributed. Canadian $ CUSIP number (if applicable) Single or lowest price Security code Number of securities Highest price Description of security Total amount CMS common shares 298,238,090.0000 0.3000 89,471,427.0000 |
| include net proceeds for that jurisdiction of Canada only. For jurisdictions within Canada, state the province or territory, otherwise state the country. Province or country Net proceeds (Canadian $) Total net proceeds to the investment fund 3"Net proceeds" means the gross proceeds realized in the jurisdiction from the distributions for which the report is being filed, less the gross redemptions that occurred during the distribution period covered by the report. |
| ITEM 8 - COMPENSATION INFORMATION Provide information for each person (as defined in NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions)) to whom the issuer directly provides, or will provide, any compensation in connection with the distribution. Complete additional copies of this page if more than one person was, or will be, compensated. Indicate whether any compensation was paid, or will be paid, in connection with the distribution. No Yes If yes, indicate number of persons compensated. a) Name of person compensated and registration status Indicate whether the person compensated is a registrant. No Yes If the person compensated is an individual, provide the name of the individual. Full legal name of individual Family name First given name Secondary given names If the person compensated is not an individual, provide the following information. Full legal name of non-individual Firm NRD number (if applicable) Indicate whether the person compensated facilitated the distribution through a funding portal or an internet-based portal No Yes b) Business contact information If a firm NRD number is not provided in Item 8(a), provide the business contact information of the person being compensated. Street address Municipality Country Province/State Postal code/Zip code Email address Telephone number c) Relationship to issuer or investment fund manager Indicate the person’s relationship with the issuer or investment fund manager (select all that apply). Refer to the meaning of ‘connected’ in Part B(2) of the Instructions and the meaning of ‘control’ in section 1.4 of NI 45-106 (in Québec, Regulation 45-106 respecting Prospectus Exemptions) for the purposes of completing this section. Connected with the issuer or investment fund manager Insider of the issuer (other than an investment fund) Director or officer of the investment fund or investment fund manager Employee of the issuer or investment fund manager None of the above d) Compensation details |
| Provide details of all compensation paid, or to be paid, to the person identified in Item 8(a) in connection with the distribution. Provide all amounts in Canadian dollars. Include cash commissions, securities-based compensation, gifts, discounts or other compensation. Do not report payments for services incidental to the distribution, such as clerical, printing, legal or accounting services. An issuer is not required to ask for details about, or report on, internal allocation arrangements with the directors, officers or employees of a non-individual compensated by the issuer. Cash commissions paid Value of all securities distributed as compensation 4 Security code 1 Security code 2 Security code 3 Security codes Describe terms of warrants, options or other rights Other compensation 5 Describe Total compensation paid Check box if the person will or may receive any deferred compensation (describe the terms below) 4 acquire additional securities of the issuer. Indicate the security codes for all Provide the aggregate value of all securities distributed as compensation, excluding securities distributed as compensation, options, warrants or other rights exercisable to including options, warrants or other rights exercisable to acquire additional securities of the issuer. 5 Do not include deferred compensation. ITEM 9 – DIRECTORS, EXECUTIVE OFFICERS AND PROMOTERS OF THE ISSUER If the issuer is an investment fund, do not complete Item 9. Proceed to Item 10. Indicate whether the issuer is any of the following (select the one that applies – if more than one applies, select only one). Reporting issuer in a jurisdiction of Canada Foreign public issuer Wholly owned subsidiary of a reporting issuer in any jurisdiction of Canada 6 Provide name of reporting issuer Wholly owned subsidiary of a foreign public issuer 6 Provide name of foreign public issuer Issuer distributing only eligible foreign securities and the distribution is to permitted clients only 7 . If the issuer is at least one of the above, do not complete Item 9(a) – (c). Proceed to Item 10. 6 An issuer is a wholly owned subsidiary of a reporting issuer or a foreign public issuer if all of the issuer’s outstanding voting securities, other than securities that are required by law to be owned by its directors, are beneficially owned by the reporting issuer or the foreign public issuer, respectively. |
| 7 Check this box if it applies to the current distribution even if the issuer made previous distributions of other types of securities to non-permitted clients. Refer to the definitions of “eligible foreign security” and “permitted client” in Part B(1) of the Instructions. If the issuer is none of the above, check this box and complete Item 9(a) – (c). a) Directors, executive officers and promoters of the issuer Provide the following information for each director, executive officer and promoter of the issuer. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to issuer”, “D” – Director, “O” – Executive Officer, “P” – Promoter. Business location of non-individual Relationship to issuer (select all that apply) First given name or residential jurisdiction of individual Organization or company name Family name Secondary given names Province or country D O P b) Promoter information If the promoter listed above is not an individual, provide the following information for each director and executive officer of the promoter. For locations within Canada, state the province or territory, otherwise state the country. For “Relationship to promoter”, “D” – Director, “O” – Executive Officer. Residential jurisdiction Relationship to promoter (select Organization or company name Family name First given Secondary given name names of individual one or both if applicable) Province or country D O c) Residential address of each individual Complete Schedule 2 of this form providing the full residential address for each individual listed in Item 9(a) and (b) and attach to the completed report. Schedule 2 also requires information to be provided about control persons. ITEM 10 - CERTIFICATION Provide the following certification and business contact information of an officer, director or agent of the issuer or underwriter. If the issuer or underwriter is not a company, an individual who performs functions similar to that of a director or officer may certify the report. For example, if the issuer is a trust, the report may be certified by the issuer's trustee. If the issuer is an investment fund, a director or officer of the investment fund manager (or, if the investment fund manager is not a company, an individual who performs similar functions) may certify the report if the director or officer has been authorized to do so by the investment fund. The certification may be delegated, but only to an agent that has been authorized by an officer or director of the issuer or underwriter to prepare and certify the report on behalf of the issuer or underwriter. If the report is being certified by an agent on behalf of the issuer or underwriter, provide the applicable information for the agent in the boxes below. If the individual completing and filing the report is different from the individual certifying the report, provide the name and contact details for the individual completing and filing the report in Item 11. The signature on the report must be in typed form rather than handwritten form. The report may include an electronic signature provided the name of the signatory is also in typed form. Securities legislation requires an issuer or underwriter that makes a distribution of securities under certain prospectus exemptions |
| to file a completed report of exempt distribution. By completing the information below, I certify, on behalf of the issuer/underwriter/investment fund manager, to the securities regulatory authority or regulator, as applicable, that I have reviewed this report and to my knowledge, having exercised reasonable diligence, the information provided in this report is true and, to the extent required, complete. Name of Issuer/ investment fund manager/agent Blue Moon Metals Inc. Full legal name KARGL-SIMARD Christian Family name First given name Secondary given names Title Chief Executive Officer Telephone number +1 (416) 230-3440 Email address christian@bluemoonmetals.com Signature Christian Kargl-Simard Date 2025 03 07 YYYY MM DD ITEM 11 - CONTACT PERSON Provide the following business contact information for the individual that the securities regulatory authority or regulator may contact with any questions regarding the contents of this report, if different than the individual certifying the report in Item 10. Same as individual certifying the report Full legal name PRITCHARD Derrilynn Family name First given name Secondary given names Title Securities Law Clerk Name of company DLA PIPER (CANADA) LLP/DLA PIPER (CANADA) LLP Telephone number Email address derrilynn.pritchard@dlapiper.com NOTICE – COLLECTION AND USE OF PERSONAL INFORMATION The personal information required under this form is collected on behalf of and used by the securities regulatory authority or regulator under the authority granted in securities legislation for the purposes of the administration and enforcement of the securities legislation. If you have any questions about the collection and use of this information, contact the securities regulatory authority or regulator in the local jurisdiction(s) where the report is filed, at the address(es) listed at the end of this form. Schedules 1 and 2 may contain personal information of individuals and details of the distribution(s). The information in Schedules 1 and 2 will not be placed on the public file of any securities regulatory authority or regulator. However, freedom of information legislation may require the securities regulatory authority or regulator to make this information available if requested. By signing this report, the issuer/underwriter confirms that each individual listed in Schedule 1 or 2 of the report who is resident in a jurisdiction of Canada: |
| a) b) has been notified by the issuer/underwriter of the delivery to the securities regulatory authority or regulator of the information pertaining to the individual as set out in Schedule 1 or 2, that this information is being collected by the securities regulatory authority or regulator under the authority granted in securities legislation, that this information is being collected for the purposes of the administration and enforcement of the securities legislation of the local jurisdiction, and of the title, business address and business telephone number of the public official in the local jurisdiction, as set out in this form, who can answer questions about the security regulatory authority’s or regulator’s indirect collection of the information, and has authorized the indirect collection of the information by the securities regulatory authority or regulator. |
Exhibit 99.111
FORM 51-102F3
MATERIAL CHANGE REPORT
| ITEM 1. | Name and Address of Company |
Blue Moon Metals Inc. (“Blue Moon” or the “Company”)
555 – 220 Bay Street
Toronto, Ontario
M5J 2W4
| ITEM 2. | Date of Material Change |
February 26, 2025
| ITEM 3. | News Release |
A news release relating to the material change was issued and disseminated on February 27, 2025 via Cision PR Newswire, a copy of which was subsequently filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.
| ITEM 4. | Summary of Material Change |
On February 27, 2025, Blue Moon announced:
| (a) | The successful completion of its previously announced transactions (the “Acquisitions”), pursuant to which Blue Moon acquired 93.55% of the issued and outstanding shares of Nussir ASA (“Nussir”) and 100% of the issued and outstanding shares of Nye Sulitjelma Gruver AS (“NSG”). |
| (b) | In connection with the completion of the Acquisitions, the escrow release conditions of the Subscription Receipts (as defined below) were satisfied, and the Subscription Receipts were automatically converted into common shares of Blue Moon (the “Blue Moon Shares”). |
| (c) | The appointment of Karin Thorburn and Francis Johnstone as directors of the Company, and of Skott Mealer, as President and Chief Operating Officer, and Theodore Veligrakis as Vice President Exploration. Patrick McGrath has resigned from the Board. |
| (d) | The completion of a US$100,000 investment by Skott Mealer in the Company, for the acquisition of 476,600 Blue Moon Shares at C$0.30 per Blue Moon Share. |
| ITEM 5. | Full Description of Material Change |
Acquisitions
On February 26, 2025, 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.
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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. 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. In connection with the completion of the Acquisitions, the escrow release conditions of the Subscription Receipts were satisfied, and 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 announced the appointment Karin Thorburn and Francis Johnstone to its board of directors (“Board”), effective immediately. Patrick McGrath has resigned from the Board and the Board now consists of Maryse Belanger as independent Chair, Haytham Hodaly, Christian Kargl-Simard, Dr. Karin Thorburn and Francis Johnstone.
New Officer Hires
Blue Moon also announced the hiring of two additional officers, Skott Mealer, as President and Chief Operating Officer, and Theodore Veligrakis as Vice President Exploration.
Corporate Update
Blue Moon also announced 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 were payable on the Financing, and the Blue Moon Shares issued pursuant to the Financing are 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.
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| ITEM 5.2. | Disclosure of Restructuring Transactions |
Not applicable.
| ITEM 6. | Reliance on Subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| ITEM 7. | Omitted Information |
There are no significant facts required to be disclosed herein which have been omitted.
| ITEM 8. | Executive Officer |
For further information, please contact:
Christian Kargl-Simard, CEO and Director
T: +1 (416) 230 3440
| ITEM 9. | Date of Report |
March 7, 2025
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Cautionary Note Regarding Forward-Looking Information
This material change report 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 the Company expects 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 expected use of proceeds of the Financing; and the anticipated date for resumption of trading of the Blue Moon Shares.
The Company cautions 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 proceeds from the Financing may be used differently than expected. Accordingly, the Company warns 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. The Company 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 material change report represents management’s current expectations and are based on information currently available to management, and are subject to change after the date of this material change report. The Company is under no obligation (and the Company expressly disclaims 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 material change report 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 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.
Exhibit 99.112
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
BLUE MOON ANNOUNCES ROBUST RESULTS OF THE PRELIMINARY ECONOMIC ASSESSMENT FOR ITS BLUE MOON VMS DEPOSIT INCLUDING AN AFTER-TAX BASE CASE IRR OF 38% AND 48% USING SPOT PRICES
TORONTO, Ontario – March 03, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON), is pleased to announce an updated Mineral Resource estimate and the results of a Preliminary Economic Assessment (“PEA”) for the Blue Moon volcanogenic massive sulphide (“VMS”) deposit (the “Project”), located in Mariposa County, California, which will be summarized in an independent National Instrument (“NI”) 43-101 Technical Report within 45 days. The study was commissioned by Blue Moon and carried out by Micon International Ltd. (“Micon”) and Resource Development Associates, Inc. (“RDA”). It provides a base case assessment for the development of the Project as an underground mine with onsite production of saleable zinc and copper concentrates.
Highlights
Table 1: PEA Results Summary
| PEA Base Case | -10% | +10% | Long-term Consensus | Spot Prices | ||
| Pricing | Pricing | Price Forecast(3) | (Feb. 2025 avg.) | |||
| After-Tax NPV ($M, 8% discount rate)(2) | $244 | $163 | $324 | $260 | $340 | |
| After-Tax IRR (%)(2) | 38% | 29% | 46% | 39% | 48% | |
| First 6 Years of After-Tax Cashflow ($M) | $367 | $293 | $442 | $382 | $458 | |
| Payback Period (years) | 2.4 | 2.9 | 2.0 | 2.3 | 1.9 | |
| C1 Cost ($/lb ZnEq) | $0.60 | $0.60 | $0.61 | $0.60 | $0.55 | |
| LOM Average Head Grade (ZnEq %) | 12.55 | 12.66 | 12.47 | 12.72 | 13.83 | |
| Nominal processing capacity (tonnes per day) | 1,800 | |||||
| Initial Capital Cost ($M) | $144.5 | |||||
| Sustaining Capital Cost ($M) | $64.5 | |||||
| Life of Mine (“LOM”) Capital Cost ($M) | $209.0 | |||||
| Average annual payable | Copper | 7,237 | 000'lbs | |||
| production (LOM) | Zinc | 62,260 | 000'lbs | |||
| Gold | 22,566 | oz | ||||
| Silver | 681,784 | oz | ||||
| ZnEq | 151,046 | 000'lbs | ||||
| Metal prices assumed | Copper $/lb | 4.20 | 3.78 | 4.62 | 4.75 | 4.23 |
| Zinc $/lb | 1.25 | 1.13 | 1.38 | 1.26 | 1.27 | |
| Gold $/oz | 2,200 | 1,980 | 2,420 | 2,181 | 2,895 | |
| Silver $/oz | 27.0 | 24.3 | 29.7 | 26.16 | 32.18 | |
Notes:
| (1) | Unless otherwise noted in this news release, all currencies are reported in US dollars on a 100% basis | |
| (2) | Assumes a 15-month construction period as the basis for the internal rate of return (“IRR”) and net present value (“NPV”) calculations | |
| (3) | Assumed TC/RC terms and long-term, consensus metal price forecast have been provided by Micon. | |
| (4) | Capital cost estimates used for the PEA comprise budgetary quotes from vendors, historical pricing from comparable projects, and parametric calculations based on similar equipment and infrastructure. Estimates exclude planned exploratory underground development and infill drilling costs and other engineering study expenditures incurred prior to a construction decision. | |
| (5) | C1 Cost is net of direct operating costs and royalties on a zinc-equivalent basis, forecast using activity-based cost estimation. | |
| (6) | There are no current mineral reserves, prefeasibility or feasibility study on the property that is affected by this PEA. |
The economic analysis contained in this news release are preliminary in nature and includes Inferred Mineral Resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that the PEA will be realized. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.
Page 1 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
President and CEO of Blue Moon, Christian Kargl-Simard stated:
"The positive results of the independent PEA support the significance of the Blue Moon deposit. The Project’s attractive economics compare well with other zinc development projects globally across valuation metrics, including cash cost, IRR and capital cost. The United States imports the majority of its required zinc, making the Project strategically significant for its trillion dollar bipartisan infrastructure bill. In addition, the current economics do not include any credits for germanium, gallium, aggregates, pyrite, barite and gypsum, all of which are recommended for future study analysis. Blue Moon plans to continue engineering and project development activities on its private land package to further advance the Project towards a future construction decision, with the next step being permitting an exploration ramp for infill and exploration drilling to support a feasibility study. Baseline environmental studies are underway to support the ramp development, with construction expected to start in 2026, subject to permitting.”
PEA Contributors
The following companies have undertaken focused work programs since October 2024 that have been referenced in preparation of the PEA for Blue Moon:
| · | Micon – Lead author and independent Qualified Persons (“QPs”) for underground mine design, mine plan, process plant design, infrastructure, environmental, permitting, cost estimate and financial modeling. |
| · | Resource Development Associates – Geology & Mineral Resource estimate. |
Mineral Resource Estimate
In conjunction with the PEA, the Company announced a Mineral Resource Estimate (“MRE”) for the Project with an effective date of December 24, 2024. Mineral resources in this news release were estimated in accordance with the Canadian Institute on Mining, Metallurgy and Petroleum (“CIM") Definition Standards for Mineral Resources and Reserves, prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council on May 14, 2014.
The MRE is based on 87 drill holes totaling 122,364 feet of drilling with 2,631 individual assay intervals. High grade outliers were capped prior to compositing for grade estimation. Gold, silver, copper, lead and zinc mineralization was estimated using inverse distance weighting techniques based on the anisotropy of the deposit. Three-dimensional geology models were constructed to identify the mineralized domains of the deposit. Mineralization is constrained geologically to the mineralized domains to accurately reflect the in-situ mineralization. The mineral resource estimate was completed using Vulcan software in a 3D block model, with blocks ranging from 10x10x10 feet down to 0.1x10x10 feet which are sizes that capture the volume of the veins and are reflective of the selective mining unit envisioned for underground mining of the deposit.
Page 2 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
Table 2: Blue Moon Project Indicated Mineral Resources Effective Date December 24, 2024
Notes:
| (1) | Scott Wilson, CPG, President of RDA is responsible for this mineral resource estimate and is an independent Qualified Person as such term is defined by NI 43-101 | |
| (2) | Reasonable prospects of eventual economic extraction were assessed by enclosing the mineralized material in the block model estimate in 3D wireframe shapes that were constructed based upon geological interpretations as well as adherence to a minimum mining unit with geometry appropriate for underground mining. | |
| (3) | The cutoff grade of 2.9% ZnEq considered parameters of: |
| a. | Metal selling prices: Au-$2200/oz, Ag-$27/oz, Cu-$4.25/lb., Pb-$0.90/lb., Zn-$1.25/lb. |
| b. | Recoveries of Au 86.2%, Ag 94.3%, Cu 93.1%, Pb 0%, Zn 95.3% |
| c. | Costs including mining, processing, general and administrative (G&A). |
| (4) | Zinc Equivalent Grade (“ZnEq”) is estimated by the formula: ZnEq = Zn% + ((Cu% * 78.20)+(Pb% * 0)+(Ag opt * 25.46)+(Au opt * 1896.40))/23.83 | |
| (5) | There are no known legal, political, environmental, or other risks that could materially affect the potential development of the mineral resources. | |
| (6) | Mineral resources are not mineral reserves and do not have demonstrated economic viability. | |
| (7) | Figures may not add up due to rounding. | |
| (8) | Tonnages shown in tables 2 and 3 are short tons. |
Page 3 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
Mining
The method proposed in the PEA is underground mining at 1,800 tonnes per day (“tpd”) throughput at the mill that can be conventionally extracted using long-hole drilling, stoping and ramp haulage using diesel loaders and articulated trucks, with back-filling of mined voids using cemented tailings. The underground mine design proposes ramp access for workers and materials, with ventilation raises providing a second egress. A contractor-owned fleet of mobile mining equipment is assumed to operate throughout the mine life, while fixed infrastructure (power distribution, pumps, piping, ventilation fans, etc.) are included in initial capital costs. Pre-production mine development costs are also capitalized. However, the base case development schedule assumes the existence of an exploration decline to the first mining level, expected to be completed as part of a program of confirmatory drilling of the mineral resource, and hence the cost of that program (estimated at approximately $30 million) is treated as a sunk cost for the purposes of this PEA.
Waste rock from the underground mining will be utilized as far as practical, and subject to satisfactory testwork results, in the construction of roads and the tailings storage facility. Up to 50,000 tons per year will be hauled off site to be crushed and sold as aggregate in the local market. Excess waste rock will be stockpiled on site near the mine portal.
Metallurgy and Processing
A program of metallurgical testwork was undertaken using two mineralized samples by Lakefield Research in Ontario in 1988 under the direction of Wright Engineers Limited on behalf of Westmin Resources Limited. The preliminary program of work completed by Lakefield Research comprised chemical and mineralogical analyses, hardness testing, batch and locked cycle flotation, flotation concentrate analyses, gravity separation and preliminary settling tests on samples of zinc concentrate and zinc rougher tailings.
Lakefield Research completed 26 separate bench-scale batch flotation tests and one locked cycle test to primarily investigate the sequential flotation of copper and zinc from the two samples. A total of eight batch tests were undertaken using Sample 1, which considered primary grind size, rougher concentrate regrind, flotation reagent combinations and dosage rates, and the recovery of pyrite from the zinc tailings. Sixteen batch tests used Sample 2 and these tests also investigated grind size, rougher concentrate regrinding, reagents, pyrite recovery as well as the potential to separate copper from the bulk copper concentrate. Although there are insufficient details concerning the selection and provenance of the testwork samples to confirm that they were representative of the entire Blue Moon mineral resources, it can be reasonably assumed that they were representative of the styles of mineralization occurring on the Blue Moon property. Conclusions from the 1988 testwork program are as follows:
| · | Good recoveries of copper and zinc into high grade concentrates were achieved using conventional sequential flotation technology. Typically, most of the gold and silver in the samples tended to report to the copper concentrate. |
| · | The copper concentrate produced contained minor amounts of deleterious elements which may incur penalties when sold to smelters. Conversely, this product also contained gold and silver in payable quantities. |
| · | The zinc concentrate produced was of high grade with relatively low iron, and contained no significant amount of penalty elements. |
| · | Flotation of pyrite from zinc tailings was successful and additional work to improve the product quality is recommended. |
| · | The work indices calculated from standard Bond ball mill tests were relatively low and need to be confirmed using fresh samples that represent the main ore types at Blue Moon. The samples contained interesting amounts of barite and gypsum. More work is required to quantify the distribution of these minerals within the deposit, the quality of these minerals, and the potential to recover these minerals as valuable by-products. |
| · | The samples appeared to contain a certain amount of free or nuggetty gold which should be investigated further. Deportment studies on gold and silver are recommended. |
| · | Elements of particular interest that should be investigated in the next phase of metallurgical testwork include germanium and gallium. The economic potential of these elements as well as indium should be considered during the next geo-metallurgical testwork program. |
Page 4 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
| · | Based on the limited amount of testing undertaken so far, there are no processing factors or other deleterious elements that could have a significant effect on the potential economic extraction of the deposit. |
Mineralized material brought from underground will be transported from the mine portal to the crushing plant by means of haul trucks tipping directly into an ore bin. A vibrating grizzly feeder will feed the material from the bin to the primary crusher, which will allow finer material to bypass the crusher. The primary crusher will reduce run-of-mine feed material to 80% passing 5 inches. Conveyors will transport the crushed product to a stockpile.
The PEA grinding circuit comprises a semi-autogenous grinding (SAG) mill operated in an open circuit configuration along with a ball mill operated in closed-circuit with a hydro-cyclone cluster. The overall grinding circuit will be designed to reduce the incoming ore from an 80% passing particle size of 5 inches (127 mm) to a final product size of 74 µm found in the hydro-cyclone overflow stream.
The copper flotation circuit will prioritize the recovery of copper mineral from the slurry stream and produce a concentrate that will later be dewatered. The tailings stream from the copper rougher bank and the first copper cleaner bank will feed the zinc flotation conditioning tanks and mixed with appropriate flotation reagents. The discharge from the final conditioner will feed the first zinc rougher flotation cell. The concentrate collected from roughers shall report to the zinc regrind circuit while (optionally) zinc rougher tailings will feed a pyrite flotation circuit.
Each concentrate stream reports to a dedicated thickener. The underflows will each report to a dedicated agitated filter feed tank and dedicated tower filter press producing a filter cake containing about 8% moisture by weight. Filtered concentrate will be loaded by conveyor into lined shipping containers which will transport the material to market.
The paste backfill that will be used in the underground mine operation will utilize a paste mixture prepared from cement, process water and tailings of the mineral processing plant. The filtered pyrite and tailings material will both report to a paste mixer which will combine the filter cake with a cement binder and adjustment water to reach a desired paste density. This paste will be pumped through the underground distribution network until it reaches the stopes to be filled. Tailings not utilized as backfill will be stored on surface in a lined dry-stack tailings storage facility.
Infrastructure
The major infrastructure items considered and costed in the PEA support a mining and milling operation that is expected to operate 24-hours per day, seven-days per week. The design of project infrastructure has prioritized environmental protection, workforce safety, and operating efficiency while minimizing community impacts. Major infrastructure items include, but are not limited to the following:
| · | Power Supply: It is assumed that Blue Moon will connect to the New Exchequer Powerhouse hydro-electric power supply located on Lake McClure, approximately 1.5 miles north of the Project. The total power demand of the mine, concentrator and recovery plant is estimated to be approximately 9 MW and requires as substation capacity of approximately 15 MVA. The estimated power cost is US$0.175/kWh. |
| · | Process water will be reclaimed from the water management pond and pumped back to the plant. Multiple process water systems within the plant will minimise inter-circuit reagent contamination. Make-up water will likely be obtained from boreholes, but additional hydrogeological studies will be required to confirm borehole supply capacity. |
| · | Road Access: Access to the Project site will utilize existing public and private roads, the latter being upgraded as necessary to provide all-weather access to the site. |
| · | Mine haul access road for waste rock and mill-feed that can accommodate 40-tonne trucks. |
Page 5 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
| · | Mine facilities including but not limited to buildings for maintenance, warehousing, administration, laboratories and security. |
| · | Water supply and management systems. |
| · | Lined tailings storage facility and waste rock storage pads. |
Initial Capital Costs
The initial capital expenditures for the Project were estimated by Micon using a combination of budgetary quotes from vendors, historical pricing from comparable projects, and parametric calculations based on similar equipment and infrastructure, as summarized in Table 4. Capital expenditures to be incurred after the start-up of operations are assigned to sustaining capital and are projected to be covered by operating cash-flows. Project contingencies have been added where applicable, excluding capitalized operating costs, which results in an overall contingency of $28.5M or 24.6% of initial capital before contingency.
Table 4: Initial Capital Cost Estimates
| Pre-Production | ||||
| Item | Capital ($M) | |||
| Capitalized Pre-Production Development | 18.4 | |||
| Process Plant | 39.1 | |||
| Backfill Plant | 8.9 | |||
| Tailings disposal | 7.0 | |||
| On-site Infrastructure | 8.8 | |||
| Off-site Infrastructure | 1.9 | |||
| Common Services | 16.0 | |||
| Indirect - site costs | 2.9 | |||
| Indirect - spares & first fills | 3.1 | |||
| EPCM | 7.7 | |||
| Owners Cost | 2.2 | |||
| Contingency | 28.5 | |||
| Total initial capital expenditure | 144.5 | |||
Notes:
| (1) | Totals do not necessarily equal the sum of the components due to rounding adjustments. | |
| (2) | Direct process plant capital costs are based on benchmarking and budgetary estimates, not from engineering design. | |
| (3) | Estimates exclude planned exploratory underground development and infill drilling costs and other engineering study expenditures incurred prior to a construction decision. |
Sustaining Capital Costs
Micon estimates the LOM sustaining capital for Blue Moon to be $64.5M, which is expected to be funded by operating cash flows. The sustaining capital estimate is primarily for the expansion of the tailings storage facility, and maintaining the surface plant and infrastructure. Micon has assumed closure bonding is covered by a corporate surety, and a cost for reclamation and closure at the end of LOM of $15.0M, net of the realisable residual (scrap) value of equipment.
On Site Direct Operating Costs (“Opex”)
The estimated direct Opex for Blue Moon totals $116.24/t of mill feed – see Table 5. Micon has estimated the Opex based on estimates of contractor mining rates, processing consumables, spares, power and labour costs, industry benchmarking, proprietary information and its professional experience.
Page 6 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
Table 5: On Site Operating Cost for Base Case
| LOM Average Cost | ||||
| Area | ($/t processed) | |||
| Mining | $ | 75.02 | ||
| Processing | $ | 36.11 | ||
| G & A | $ | 5.10 | ||
| Total: | $ | 116.24 | ||
Notes:
| (1) | Totals do not necessarily equal the sum of the components due to rounding adjustments. |
Off-Site Costs (Concentrate Transport, Treatment, and Refining Charges)
Projected Treatment and Refining Charges and transport charges for the copper, and zinc concentrates were developed by Micon based on industrial benchmarks and in-house data. Over the life of the mine, these charges equate to $22.58/t processed. Blue Moon anticipates that the copper and zinc concentrates are likely to be sold primarily to smelters in Asia. Off-site costs are comprised of freight charges (highway and ocean), port handling fees, and smelter treatment and refining charges.
Taxes and Employment
California state production and corporate taxes, and US Federal taxes have been accounted for, resulting in an overall corporate tax burden of $188 million, or approximately 28%, excluding payroll taxes, etc. - see Table 6.
Table 6: LOM Tax Contributions
| Item | US$’000 | |||
| California Royalties on Gold and Silver | 1,850 | |||
| California Corporate Income Tax | 57,300 | |||
| USA Federal Income Tax | 123,699 | |||
| Payroll taxes (approximate) | 67,710 | |||
| Total | 250,558 | |||
Over 1,000 direct temporary jobs will be created during the 15-month construction period, consisting of a full range of skilled and unskilled labor, management, supervisory, safety, quality, and environmental personnel.
Once in operation, the Blue Moon Mine is expected to employ an estimated 250 personnel on site. It is the Company’s intent to work with the local communities in advance of production to facilitate the training and skills development needed to operate the mine. Moreover, it may be expected that there will be a “multiplier effect” in the surrounding communities and region to meet the Project’s need for local services, supplies, and infrastructure to support construction and operations, potentially amounting to several times the direct employment headcount.
Environmental and Community Matters
Detailed environmental, social, and technical studies were undertaken in the 1980s and 1990s under previous management of the property, as part of a permitting process for a vertical underground shaft and associated mining/processing infrastructure. The prior permitting process culminated with the issuance of a Conditional Use Permit and Reclamation Plan by the Mariposa County Planning Commission in 1989 and a water discharge permit from the Central Valley Regional Water Quality Control Board in 1990. Although that project was not developed, those studies provide an indication of baseline conditions in the project area, and can be used to inform the approach to future studies.
Page 7 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
As the Project design advances, updated technical and environmental studies will be necessary to comply with the California Environmental Quality Act.
In operation, the Project will recirculate process water within the plant and return water from the tailings pond to minimise the quantity of make-up water required. No discharge of contact water is anticipated. The proposed site layout minimises the Project’s footprint and limits surface disturbance to privately-owned land.
Responsible closure planning will be integrated into all phases of the Blue Moon Project and undertaken in compliance with Federal and California State requirements and GIIP, for example the ICMM Guidance for Integrated Mine Closure. A Reclamation Plan, prepared pursuant to the requirements the California Surface Mining and Reclamation Act, will be developed and submitted to the regulatory authorities as part of the project permitting process, and must be approved before mining commences. Financial assurance (reclamation bond) will be posted with responsible agencies, and reviewed annually. The approach to closure planning will focus on returning the land to pre-mining conditions, to the extent possible. It will minimize any potential negative environmental and social impacts, enhance environmental and social benefits, and take due consideration of public health and safety.
Opportunities and Future Work
The Project has significant exploration potential which could result in expansion of the identified mineral resources. Historical data from past exploration of the Blue Moon Mine will be digitised to facilitate its use in guiding future work. Core from previous drilling programs will be preserved where possible and sampled for re-assay to improve confidence in the resource estimate. These samples could also be used to test the distribution, and in due course quantify the potential for economic recovery, of other metals and minerals associated with the Blue Moon deposit, including gallium, germanium, indium, barite, gypsum and pyrite.
A significant portion of the unmineralized (‘waste’) rock arising from mine development might be used to produce aggregate for sale in the district, and the potential for crushing and screening this material at a nearby facility will be investigated.
A drill program that will allow the collection of fresh, representative samples of the mineralized zone is needed in order to conduct further metallurgical testwork on the comminution and flotation processes required to produce saleable concentrates. Ideally, this drill program should be conducted from an exploration ramp that would be mined from the southern end of the Blue Moon deposit, descending to the north to facilitate its eventual use as a primary access for underground mine development and production. The exploration ramp and underground drill program will also facilitate collection of geotechnical data to inform the mine planning process. Further engineering work is also required to advance knowledge of the hydrogeological conditions in the Project area to refine site-wide water management models.
Technical Information and Quality Control & Quality Assurance
The company utilizes site personnel to enforce a quality control/quality assurance program. Samples are logged and tracked prior to sealing and shipping. Quality control is monitored by the insertion of blind certified standard reference materials and blanks into each sample shipment. All resource sample shipments are sealed and shipped to ALS Chemex in Reno, Nevada, for preparation and then on to ALS Chemex in Reno, Nevada, or Vancouver, B.C., for assaying. ALS Chemex’s quality system complies with the requirements for the International Standards ISO 9001:2000 and ISO 17025:1999. Analytical accuracy and precision are monitored by the analysis of reagent blanks, reference material and replicate samples. Finally, representative blind duplicate samples are forwarded to ALS Chemex and an ISO compliant third-party laboratory for additional quality control.
Page 8 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
During the site visit, the Independent Qualified Person, Scott E. Wilson, performed data verification by examining core materials at the site, and has selected check samples to develop independent verifying assays of intervals by ALS Global Laboratories in Reno, NV. Geologic data development processes were reviewed and observed during a site visit. All drilling geologic description, assaying data and geochemical data have been provided in a database format to Resource Development Associates Inc. for the purpose of estimating the resource.
Qualified Persons
The following QPs will co-author the technical report that will be based on the PEA. These QPs have reviewed and approved the scientific and technical information in this news release that pertain to the sections of the PEA technical report that they are responsible for.
Each of the individuals above are QPs for the purposes of NI 43-101. All scientific and technical information in this press release in respect of the Project and or the PEA is based on information prepared by or under the supervision of those individuals. The Mineral Resource estimate in this news release has been classified in accordance with CIM Definition Standards – For Mineral Resources and Mineral Reserves (May 14, 2014).
In accordance with NI 43-101, a Technical Report will be filed on SEDAR+ within 45 days of the disclosure of this news release. 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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: christian@bluemoonmetals.com
Page 9 of 10
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| Date: | March 03, 2025 | |
| News Release: | 25-02 | |
| Ticker Symbols: | TSXV: MOON | |
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 results of the PEA; the filing of the independent Technical Report and the timing thereof; the expected NPV, IRR, cashflow, payback period, C1 cost, processing capacity, capital costs, life of mine and annual production at the Project; Blue Moon’s plans to continue engineering and project development activities on its private land to further advance the Project; a future construction decision; the construction of an exploration ramp for infill and exploration drilling and the timing thereof; the use of waste rock from the underground mining; the expected metallurgy and processing at the Project; the planned infrastructure at the Project; the estimated initial capital costs for the Project and timing of capital expenditures; the estimated amount, funding and use of the sustaining capital costs for the Project; the estimated Opex for the Project; the anticipated location of the smelters to which the copper and zinc concentrates are likely to be sold; the anticipated tax burden and employee requirements of the Project; that an ESIA will be undertaken; that updated technical baseline studies will be necessary; the integration of responsible closure planning into all phases of the Project; the development of a Reclamation Plan.
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 anticipated results of the PEA will not be realized; that the Technical Report may not published at all or within the expected timeframe; that the actual NPV, IRR, cashflow, payback period, C1 cost, processing capacity, capital costs, life of mine and annual production will differ from expectations; that Blue Moon will not continue engineering and project development activities on its private land; that the Company will never make a decision on construction; that the exploration ramp will not be constructed at all or within the anticipated timing; that the waste rock will not be used as described in this news release; that the metallurgy and processing at the Project may not occur as anticipated; that the infrastructure will not develop as planned; that the initial capital costs and timing of capital expenditures may differ from the expectations; that the sustaining capital costs may be higher, have a different source and use than anticipated; the Opex may be different than anticipated; that the copper and zinc concentrates may not be sold primarily to smelters in Asia or at all; that the tax burden may be higher than expected; that the number of required employees may be higher than anticipated; that the Company will not prepare an ESIA; that updated technical baseline studies may not be necessary or undertaken; that the responsible closing planning may not be integrated into all phases of the Project; that the Company will not develop a Reclamation Plan. 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 Project and its 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.
Page 10 of 10
Exhibit 99.113
| ||
| Date: | March 3, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
BLUE MOON ANNOUNCES PROPOSED SHARE CONSOLIDATION
TORONTO, Ontario – March 3, 2025 – Blue Moon Metals Inc. (“Blue Moon” or the “Company”) (TSXV: MOON), is pleased to announce that the Directors have approved a consolidation of its share capital on the basis of one (1) new common share for up to every existing ten (10) common shares (the “Consolidation”), subject to regulatory approval, including approval of the TSX Venture Exchange. The final Consolidation ratio is subject to determination by the Board, in compliance with regulatory requirements.
The effective date of the Consolidation and the new CUSIP and ISIN of the post-Consolidation common shares will be announced in a separate news release once the Company receives approval from the TSXV. The Company’s name and trading symbol will remain unchanged.
As a result of the Consolidation, and assuming the maximum ratio of 10 pre-Consolidation common shares to 1 post-Consolidation common share, it is expected that the 451,492,486 common shares which are currently issued and outstanding, will be reduced to approximately 45,149,248 common shares, subject to rounding. The number of post-Consolidation common shares outstanding will depend on the final Consolidation ratio determined by the Board, in compliance with regulatory requirements. Where the exchange would otherwise result in a shareholder being entitled to a fractional common share, the number of post-Consolidation common shares issued to such holder of common shares shall, without any additional compensation, be rounded up to the next greater whole number of common shares if the fractional entitlement is equal to or greater than 0.5 and shall be rounded down to the next lesser whole number of common shares if the fractional entitlement is less than 0.5, and, in calculating such fractional interests, all common shares registered in the name of and held by such shareholder shall be aggregated.
The Directors believe the Consolidation will enhance the marketability of the common shares as an investment and help to facilitate additional financings to fund future operations.
The Consolidation is being conducted on a “push-out” basis. Shareholders of the Company, with or without a physical share certificate, do not need to take any action with respect to the Consolidation. Share certificates and DRS statements for the post-Consolidation common shares will be mailed after the Consolidation is effected. Existing share certificates will be cancelled.
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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: 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.
Page 1 of 2
| ||
| Date: | March 3, 2025 | |
| News Release: | 25-03 | |
| Ticker Symbols: | TSXV: MOON | |
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 Consolidation, including the receipt of required regulatory approvals and the anticipated benefits of the Consolidation, the final Consolidation ratio to be determined by the Board, the number of common shares outstanding post-Consolidation, the push out of post-Consolidation securities. This forward-looking information reflects Blue
Moon’s current beliefs and is based on information currently available to Blue Moon and on assumptions Blue Moon believes are reasonable. These assumptions include, but are not limited to: the underlying value of Blue Moon and its common shares; TSX Venture Exchange approval of the Consolidation; the number of common shares that will be outstanding post-Consolidation; the anticipated benefits of the Consolidation; Blue Moon’s general and administrative costs remaining constant; and the market acceptance of Blue Moon’s business strategy.
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 final Consolidation ratio is subject to Board and regulatory approval; that the TSXV will not approve the Consolidation; that the number of common shares post-Consolidation may differ from the expected; that the anticipated benefits of the Consolidation may not be realized; general business, economic, competitive, political and social uncertainties; industry conditions; environmental risks; operational risks in exploration and development; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting Blue Moon; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional risk factors that may cause actual results to differ materially from forward- looking information can be found in Blue Moon’s disclosure documents on the SEDAR+ website at www.sedarplus.ca. 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 Project and its 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.
Page 2 of 2
Exhibit 99.114
| Date: | February 27, 2025 | ![]() |
| News Release: | 25-01 | |
| Ticker Symbols: | TSXV: MOON |
BLUE MOON METALS CLOSES NORWEGIAN ACQUISITIONS, AND ANNOUNCES THE APPOINTMENT OF SKOTT MEALER AS PRESIDENT AND COO AND THEODORE VELIGRAKIS AS VP EXPLORATION
TORONTO, Ontario – February 27, 2025 – 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.
Page 1 of 5
| Date: | February 27, 2025 | ![]() |
| News Release: | 25-01 | |
| Ticker Symbols: | TSXV: MOON |
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 Johnstone
Mr. 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 Mealer
Mr. 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.
Page 2 of 5
| Date: | February 27, 2025 | ![]() |
| News Release: | 25-01 | |
| Ticker Symbols: | TSXV: MOON |
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 Veligrakis
Mr. 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.
Page 3 of 5
| Date: | February 27, 2025 | ![]() |
| News Release: | 25-01 | |
| Ticker Symbols: | TSXV: MOON |
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-Simard
President, CEO and Director
Phone: (416) 230 3440
Email: christian@bluemoonmetals.com
Page 4 of 5
| Date: | February 27, 2025 | ![]() |
| News Release: | 25-01 | |
| Ticker Symbols: | TSXV: MOON |
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.
Page 5 of 5
Exhibit 99.115
REPORT NI 43-101
TECHNICAL REPORT ON THE
MINERAL RESOURCES OF THE
NUSSIR AND ULVERYGGEN PROJECTS, NORWAY
Prepared for
Blue Moon Metals Inc.
by
Qualified Person:
Adam Wheeler, B.Sc, M.Sc, C. Eng., Eur Ing.
| Effective Date of Report: | 20th January 2025 | ||
| Date of Report: | 24th January 2025 |
Adam Wheeler,
Mining Consultant, C. Eng, Eur Ing,
Cambrose Farm,
Redruth,
Cornwall, TR16 4HT,
England.
| 24th January, 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 2 |
QUALIFIED PERSONS CERTIFICATE
Certificate Of Author
Adam Wheeler, Mining Consultant,
Cambrose Farm, Redruth, Cornwall, TR16 4HT, England.
Tel/Fax: (44) 1209-899042; E-mail: adamwheeler@btinternet.com
As the author of this “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway”, I, A. Wheeler do hereby certify that:-
| 1. | I am an independent mining consultant, based at Cambrose Farm, Redruth, Cornwall, TR16 4HT, England. |
| 2. | I hold the following academic qualifications:- |
| B.Sc. (Mining) | Camborne School of Mines | 1981 | |
| M.Sc. (Mining Engineering) | Queen’s University (Canada) | 1982 |
| 3. | I am a registered Chartered Engineer (C. Eng and Eur. Ing) with the Engineering Council (UK). Reg. no. 371572. |
| 4. | I am a professional fellow (FIMMM) in good standing of the Institute of Materials, Minerals and Mining. |
| 5. | I have worked as a mining engineer in the minerals industry for over 40 years. I have experience with a wide variety of mineral deposits, resource and reserve estimation techniques. |
| 6. | I have read NI 43-101 and the technical report, which is the subject of this certificate, has been prepared in compliance with NI 43-101. By reason of my education, experience and professional registration, I fulfil the requirements of a “qualified person” as defined by NI 43-101. My work experience includes 5 years at an underground gold mine, 7 years as a mining engineer in the development and application of mining and geological software, and 30 years as an independent mining consultant, involved with resource and reserve estimation, evaluation and planning projects for both open pit and underground mining projects. |
| 7. | I am responsible for the preparation of the technical report titled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway”, and dated January 25th, 2025. I visited the project property on 2/7/2007 – 4/7/2007, 14/6/2010 – 16/6/2010, 22/9/2014 – 24/9/2014 and 14/1/2025 – 16/1/2025. The visits before 2024 were part of my prior involvement with Nussir as an independent contractor, related to previous resource estimation exercises for the Nussir and Ulveryggen projects. |
| 8. | As of the date hereof, to the best of the my knowledge, information and belief, the technical report, which is the subject of this certificate, contains all scientific and technical information that is required to be disclosed to make such a technical report not misleading. |
| 9. | I am independent of the Issuer and related companies applying all of the tests of Section 1.5 of NI 43-101. |
| 10. | I have read the National Instrument and Form 43-101F1 (the “Form”) and the Technical Report has been prepared in compliance with the Instrument and the Form. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 3 |
DATE AND SIGNATURES PAGE
Herewith, my report entitled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway”, dated January 24th, 2025.
| “signed” | ||
| A. Wheeler, C.Eng., Eur. Ing. | Dated the 24th of January 2025 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 4 |
TABLE OF CONTENTS
| Page | ||||
| QUALIFIED PERSONS CERTIFICATE | 2 | |||
| 1 | SUMMARY | 12 | ||
| 1.1 | Overview | 12 | ||
| 1.2 | Ownership | 12 | ||
| 1.3 | Geology | 13 | ||
| 1.4 | Database and Resource Estimation | 13 | ||
| 1.5 | Exploration Status | 14 | ||
| 1.6 | Mineral Resource Estimation | 15 | ||
| 1.7 | Results and Interpretations | 16 | ||
| 1.7.1 | Exploration Targets – Nussir deposit | 16 | ||
| 1.7.2 | Exploration Targets – Ulveryggen deposit | 17 | ||
| 1.7.3 | Double Mineralised Intersections – Nussir deposit | 17 | ||
| 1.7.4 | Inferred Resource Conversion – Nussir deposit | 17 | ||
| 1.7.5 | Inferred Resource Conversion – Ulveryggen deposit | 17 | ||
| 1.8 | Conclusions | 18 | ||
| 1.9 | Recommendations | 18 | ||
| 1.9.1 | Sample Preparation, Analyses, and Security | 18 | ||
| 1.9.2 | Data Verification | 19 | ||
| 1.9.3 | Further Studies | 19 | ||
| 1.9.4 | Exploration Program and Budget | 20 | ||
| 2 | INTRODUCTION | 21 | ||
| 2.1 | Author | 21 | ||
| 2.2 | Terms of Reference | 21 | ||
| 2.3 | Units and Currency | 22 | ||
| 3 | RELIANCE ON OTHER EXPERTS | 22 | ||
| 4 | PROPERTY DESCRIPTION AND LOCATION | 23 | ||
| 4.1 | Location | 23 | ||
| 4.2 | Licenses | 24 | ||
| 4.3 | Fees and Royalties | 27 | ||
| 4.4 | Environmental Liabilities | 27 | ||
| 5 | ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE and PHYSIOGRAPHY | 28 | ||
| 5.1 | Accessibility | 28 | ||
| 5.2 | Site Description | 28 | ||
| 5.3 | Climate | 28 | ||
| 5.4 | Local Resources | 29 | ||
| 5.5 | Infrastructure | 29 | ||
| 5.6 | Power Supply | 30 | ||
| 5.7 | Water Supply | 30 | ||
| 6 | HISTORY | 31 | ||
| 6.1 | Nussir | 31 | ||
| 6.1.1 | Initial Exploration | 31 | ||
| 6.1.2 | Geophysical surveys | 31 | ||
| 6.1.3 | Drilling | 36 | ||
| 6.2 | Ulveryggen | 39 | ||
| 6.2.1 | Initial Exploration and Historical Open Pit Mining | 39 | ||
| 6.2.2 | Geophysical survey | 39 | ||
| 6.2.3 | Structural Mapping and Field XRF Analyses | 42 | ||
| 6.2.4 | Stream Sediment Sampling | 45 | ||
| 6.2.5 | Drilling | 45 | ||
| 6.3 | Historical Mineral Resources | 48 | ||
| 7 | GEOLOGICAL SETTING AND MINERALISATION | 49 | ||
| 7.1 | Nussir | 49 | ||
| 7.1.1 | Regional Geology- Nussir | 49 | ||
| 7.1.2 | Mineralisation - Nussir | 51 | ||
| 7.2 | Ulveryggen | 52 | ||
| 7.2.1 | Regional Geology - Ulveryggen | 52 | ||
| 7.2.2 | Mineralisation - Ulveryggen | 52 | ||
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 5 |
| 8 | DEPOSIT TYPE | 57 | ||
| 8.1 | Background | 57 | ||
| 8.2 | Nussir | 57 | ||
| 8.3 | Ulveryggen | 57 | ||
| 9 | EXPLORATION | 58 | ||
| 10 | DRILLING | 58 | ||
| 11 | SAMPLE PREPARATION, ANALYSIS AND SECURITY | 59 | ||
| 11.1 | Nussir | 59 | ||
| 11.1.1 | 1984 to 1996 | 59 | ||
| 11.1.2 | Terra Control/Nussir ASA 2006 to 2019 | 59 | ||
| 11.1.3 | Quality Assurance/ Quality Control | 61 | ||
| 11.1.4 | Density Measurements | 80 | ||
| 11.1.5 | Summary | 80 | ||
| 11.2 | Ulveryggen | 80 | ||
| 11.2.1 | Sample Preparation and Analysis | 80 | ||
| 11.2.2 | Quality Assurance/ Quality Control | 82 | ||
| 11.3 | Core and Sample Storage | 89 | ||
| 11.4 | Overview | 89 | ||
| 12 | DATA VERIFICATION | 90 | ||
| 12.1 | Site Visits | 90 | ||
| 12.2 | Drillhole Data | 93 | ||
| 12.2.1 | Collar Data | 93 | ||
| 12.2.2 | Drillhole Core | 96 | ||
| 12.3 | Database | 99 | ||
| 12.4 | Overview | 99 | ||
| 13 | MINERAL PROCESSING AND METALLURGICAL TESTING | 100 | ||
| 13.1 | Overview | 100 | ||
| 13.2 | Variability and Hardness Testing | 103 | ||
| 13.3 | Locked Cycle Testing | 104 | ||
| 13.4 | Material Sorting Studies | 105 | ||
| 14 | MINERAL RESOURCE ESTIMATE | 106 | ||
| 14.1 | Nussir | 106 | ||
| 14.1.1 | Data Collation | 106 | ||
| 14.1.2 | Interpretation | 108 | ||
| 14.1.3 | Exploratory Data Analysis | 112 | ||
| 14.1.4 | Compositing | 115 | ||
| 14.1.5 | Geostatistics | 116 | ||
| 14.1.6 | Volumetric Modelling | 119 | ||
| 14.1.7 | Density | 123 | ||
| 14.1.8 | Grade Estimation | 125 | ||
| 14.1.9 | Resource Classification | 126 | ||
| 14.1.10 | Model Validation | 131 | ||
| 14.1.11 | Resource Evaluation | 133 | ||
| 14.2 | Ulveryggen | 138 | ||
| 14.2.1 | Data Collation | 138 | ||
| 14.2.2 | Interpretation | 139 | ||
| 14.2.3 | Exploratory Data Processing | 142 | ||
| 14.2.4 | Compositing | 145 | ||
| 14.2.5 | Geostatistics | 147 | ||
| 14.2.6 | Volumetric Modelling | 148 | ||
| 14.2.7 | Grade Estimation | 148 | ||
| 14.2.8 | Density | 151 | ||
| 14.2.9 | Resource Classification | 152 | ||
| 14.2.10 | Model Validation | 154 | ||
| 14.2.11 | Resource Evaluation | 156 | ||
| 15 | MINERAL RESERVE ESTIMATES | 158 | ||
| 16 | MINING METHODS | 158 | ||
| 17 | RECOVERY METHODS | 158 | ||
| 18 | PROJECT INFRASTRUCTURE | 158 | ||
| 19 | MARKET STUDIES AND CONTRACTS | 158 | ||
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 6 |
APPENDICES
| A | Drillhole Information - Nussir | |
| B | Geostatistical Plots - Nussir | |
| C | Resource Cross-Sections - Nussir | |
| D | Resource Long-Sections – Nussir | |
| E | Drillhole Information – Ulveryggen | |
| F | Resource Cross-Sections - Ulveryggen |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 7 |
LIST OF TABLES
| Page | ||
| Table 1-1. | Nussir Resource Estimation Summary | 15 |
| Table 1-2. | Ulveryggen Resource Estimation Summary | 16 |
| Table 1-3. | Proposed Exploration Budget | 20 |
| Table 4-1. | Summary of License Areas - Nussir | 25 |
| Table 4-2. | Summary of License Areas – Ulveryggen | 25 |
| Table 6-1. | Summary of Collar Positioning Systems – Nussir | 37 |
| Table 6-2. | Nussir Diamond Drilling Summary | 38 |
| Table 6-3. | Ulveryggen Drilling Summary | 46 |
| Table 11-1. | Summary of Reassay Cu Analysis - 2008 | 61 |
| Table 11-2. | Summary of 2011 Nussir Cu Check Assay Analysis | 63 |
| Table 11-3. | Summary of 2011 ALS Internal Duplicates | 64 |
| Table 11-4. | Summary of Internal Coarse Duplicates - 2013 | 64 |
| Table 11-5. | External Duplicates’ Summary – 2013 | 66 |
| Table 11-6. | Summary of QAQC Samples – 2014 and 2015 | 67 |
| Table 11-7. | Summary of QAQC Samples – 2017 | 70 |
| Table 11-8. | Precision Analysis – Field Duplicates - 2017 | 70 |
| Table 11-9. | Precision Analysis – Pulp Duplicates - 2017 | 71 |
| Table 11-10. | Standards’ Results Summary and Global Accuracy - 2017 | 73 |
| Table 11-11. | Summary of QAQC Samples – 2019 | 75 |
| Table 11-12. | Summary of Sample Standards | 80 |
| Table 11-13. | Summary of QAQC Samples – 2014 and 2015 | 82 |
| Table 11-14. | Summary of Standards Used for Ulveryggen | 82 |
| Table 11-15. | Summary of QAQC Samples – 2017 | 85 |
| Table 11-16. | Precision Analysis – Field Duplicates - 2017 | 86 |
| Table 11-17. | Precision Analysis – Pulp Duplicates - 2017 | 86 |
| Table 11-18. | Standards’ Results Summary and Global Accuracy - 2017 | 88 |
| Table 11-19. | Summary of Core Inventories | 89 |
| Table 11-20. | Summary of Analytical Laboratories | 89 |
| Table 12-1. | Summary of Horizontal Displacements - Azimuth Differences – Nussir | 93 |
| Table 12-2. | Summary of Collars’ Elevation Differences with LiDAR - Nussir | 94 |
| Table 12-3. | Summary of Collars’ Elevation Differences with LiDAR – Ulveryggen | 95 |
| Table 13-1. | Summary of Nussir Composite Metallurgical Samples | 100 |
| Table 13-2. | Assay Breakdown of Nussir Composite Metallurgical Samples | 101 |
| Table 13-3. | Variability Samples Head Assays | 103 |
| Table 13-4. | Nussir Deposit Grindability Statistics | 103 |
| Table 13-5. | Locked Cycle and Open Circuit Test Results Summary | 105 |
| Table 14-1. | Holes and Cu Sample Data Summary - Nussir | 107 |
| Table 14-2. | Sample Statistics – Nussir | 112 |
| Table 14-3. | Summary of Top-Cuts Applied – Nussir | 112 |
| Table 14-4. | Composite Statistics – Nussir | 115 |
| Table 14-5. | Model Variogram Parameters – Nussir | 118 |
| Table 14-6. | Model Prototype Definitions - Nussir | 122 |
| Table 14-7. | Statistical Summary of Density Measurements - Nussir | 123 |
| Table 14-8. | Statistical Summary of Composite Densities - Nussir | 123 |
| Table 14-9. | Grade Estimation Parameters – Nussir | 125 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 8 |
| Table 14-10. | 3D View of Estimated Cu Grades - Nussir | 125 |
| Table 14-11. | Conditional Simulation Results for Nussir | 129 |
| Table 14-12. | Resource Classification Criteria - Nussir | 129 |
| Table 14-13. | Global Comparison of Grades – Nussir | 131 |
| Table 14-14. | MSO Parameters – Nussir | 133 |
| Table 14-15. | Average Resource True Thickness | 133 |
| Table 14-16. | Cut-Off Grade Calculation | 134 |
| Table 14-17. | Copper-Equivalent Calculations | 134 |
| Table 14-18. | Grade-Tonnage Table – Measured and Indicated Resources Only | 135 |
| Table 14-19. | Constrained Resource Evaluation Statement – Nussir deposit | 136 |
| Table 14-20. | Sample Data Summary - Ulveryggen | 138 |
| Table 14-21. | Summary of Selected Samples - Ulveryggen | 142 |
| Table 14-22. | Cu Sample Statistics - Ulveryggen | 143 |
| Table 14-23. | Decile Analysis of Selected Samples >0.3% Cu, - Ulveryggen | 144 |
| Table 14-24. | Summary of 2.5m Composites - Ulveryggen | 145 |
| Table 14-25. | Composite Statistics – Ulveryggen | 145 |
| Table 14-26. | Model Variogram Parameters - Ulveryggen | 147 |
| Table 14-27. | Model Prototype - Ulveryggen | 148 |
| Table 14-28. | Grade Estimation Parameters - Ulveryggen | 150 |
| Table 14-29. | Summary of Density Measurements - Ulveryggen | 151 |
| Table 14-30. | Resource Classification System - Ulveryggen | 152 |
| Table 14-31. | Global Comparison of Cu Grades - Ulveryggen | 154 |
| Table 14-32. | MSO Parameters - Ulveryggen | 156 |
| Table 14-33. | Resource Evaluation Summary – Ulveryggen | 157 |
| Table 14-34. | Grade-Tonnage Table - Indicated Resources Only- Ulveryggen | 157 |
| Table 25-1. | Nussir Resource Estimation Summary | 166 |
| Table 25-2. | Ulveryggen Resource Estimation Summary | 167 |
| Table 26-1. | Proposed Budget | 169 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 9 |
LIST OF FIGURES
| Page | ||
| Figure 4-1. | Area Map of West Finnmark | 23 |
| Figure 4-2. | Plan of License Areas | 26 |
| Figure 6-1. | Geophysical Signature of the Nussir West Area | 33 |
| Figure 6-2. | Structural Interpretation of Nussir West Area | 34 |
| Figure 6-3. | Profile Plot of Inverse of Apparent Resistivity, Hz 34133 | 35 |
| Figure 6-4. | Flight Lines of Geophysical Survey Lines, South of Repparfjord | 40 |
| Figure 6-5. | Plan of Magnetic Total Field Results | 41 |
| Figure 6-6. | Plan of Structural Observation Localities | 42 |
| Figure 6-7. | View to NE of Hovedfelt Northeastern Face | 43 |
| Figure 6-8. | Cu Analyses Along lower NE wall at Hovedfelt | 44 |
| Figure 6-9. | Identified Exploration Targets | 45 |
| Figure 6-10. | Plan of Drillholes - Ulveryggen | 47 |
| Figure 6-11. | 3D View of Drillholes Looking NE - Ulveryggen | 47 |
| Figure 7-1. | Nussir Geological Map | 50 |
| Figure 7-2. | John Open Pit, Looking SW | 53 |
| Figure 7-3. | Erik Open Pit Looking N | 54 |
| Figure 7-4. | Hovedfelt Open pit, NE part, looking NE | 54 |
| Figure 7-5. | NW-dipping Mineralisation in Erik Open Pit | 55 |
| Figure 7-6. | Plan of Deposit Area and Main Tectonic Features | 56 |
| Figure 7-7. | Section of Simplified Tectonic Framework | 56 |
| Figure 11-1. | Nussir - Reassayed Grade Comparison | 61 |
| Figure 11-2. | Check Assay Scatterplot – 2009 Campaign | 62 |
| Figure 11-3. | ALS Internal Duplicate Assays – 2011 Drilling Campaign | 63 |
| Figure 11-4. | Internal Coarse Cu Duplicates - 2013 | 64 |
| Figure 11-5. | Blanks’ Results – 2013 | 65 |
| Figure 11-6. | External Duplicates – 2013 | 65 |
| Figure 11-7. | Standards’ Results - 2013 | 66 |
| Figure 11-8. | 2015 Field Duplicates – Precision Analysis | 68 |
| Figure 11-9. | Pulp Duplicates’ Analyses – 2014 and 2015 | 68 |
| Figure 11-10. | External Duplicates’ Analyses – 2014 and 2015 | 69 |
| Figure 11-11. | Blanks’ Analyses – 2014 and 2015 | 69 |
| Figure 11-12. | Precision Analysis – Field Duplicates - 2017 | 70 |
| Figure 11-13. | Precision Analysis – Coarse Duplicates - 2017 | 71 |
| Figure 11-14. | Precision Analysis – Pulp Duplicates - 2017 | 71 |
| Figure 11-15. | Standard Analyses’ Graphs – Cu% - 2017 | 72 |
| Figure 11-16. | Coarse Blanks’ Assays - 2017 | 74 |
| Figure 11-17. | Field Duplicates’ Results -2019 | 76 |
| Figure 11-18. | Coarse Duplicates’ Results -2019 | 76 |
| Figure 11-19. | Pulp Duplicates’ Results -2019 | 77 |
| Figure 11-20. | Coarse Blanks’ Results – 2019 | 77 |
| Figure 11-21. | Standard 910-11 Results 2017-2019 | 78 |
| Figure 11-22. | Standard 310-1 Results 2017-2019 | 78 |
| Figure 11-23. | External Check Sample Results – 2019 | 79 |
| Figure 11-24. | 2015 Field Duplicates – Precision Analysis | 83 |
| Figure 11-25. | Pulp Duplicates’ Analyses – 2014 and 2015 | 83 |
| Figure 11-26. | External Duplicates’ Analyses – 2014 and 2015 | 84 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 10 |
| Figure 11-27. | Blanks’ Analyses – 2014 and 2015 | 84 |
| Figure 11-28. | Precision Analysis – Field Duplicates - 2017 | 85 |
| Figure 11-29. | Precision Analysis – Pulp Duplicates - 2017 | 86 |
| Figure 11-30. | Standard Analyses’ Graphs – Cu% - 2017 | 87 |
| Figure 11-31. | Coarse Blanks’ Assays - 2017 | 88 |
| Figure 12-1. | Looking West Along Topography at Nussir | 91 |
| Figure 12-2. | Looking North at Drilling Rig Set-Up – Nussir | 91 |
| Figure 12-3. | South-East Wall of Holvedfelt Pit, Ulveryggen | 91 |
| Figure 12-4. | Looking Eastwards into Old Pit Workings, Ulveryggen | 92 |
| Figure 12-5. | Skaidi Core Shack | 92 |
| Figure 12-6. | Histograms of Collars’ LiDAR Errors - Nussir | 94 |
| Figure 12-7. | Histograms of Collars’ Elevation Differences with LiDAR - Nussir | 94 |
| Figure 12-8. | Histograms of Collars’ Elevation Differences with LiDAR - Ulveryggen | 95 |
| Figure 12-9. | Plan of LiDAR Differences with Collar Elevation - Nussir | 95 |
| Figure 12-10. | 3D View of Holes, Showing Holes of Core Review | 96 |
| Figure 12-11. | Hole NUS-DD-90-009 | 97 |
| Figure 12-12. | Hole NUS-DD-90-017 | 97 |
| Figure 12-13. | Hole NUS-DD-90-021 | 97 |
| Figure 12-14. | Hole NUS-DD-14-001 | 98 |
| Figure 12-15. | Hole NUS-DD-15-030 | 98 |
| Figure 12-16. | Hole ULV-DD-17-06 | 99 |
| Figure 13-1. | Nussir Long Section - Locations of Composite Metallurgical Samples | 102 |
| Figure 13-2. | Nussir Long Section – Drillholes Used for Variability Metallurgical Samples | 102 |
| Figure 13-3. | Locked Cycle Test Flowsheet | 104 |
| Figure 14-1. | Nussir Horizontal Section at 0mRL, with Lithological Interpretation | 108 |
| Figure 14-2. | Nussir Example Sections - Lithological Interpretation | 109 |
| Figure 14-3. | Plan View of Drillholes and Interpretation Limits - Nussir | 110 |
| Figure 14-4. | 3D View of Nussir Mineralized Zones – East Side | 111 |
| Figure 14-5. | 3D View of Nussir Mineralized Zones – West Side | 111 |
| Figure 14-6. | Log-Probability Plots of Mineralized Zone Samples - Nussir | 113 |
| Figure 14-7. | Coefficient of Variation Analyses’ Graphs - Nussir | 114 |
| Figure 14-8. | Sample Length Histogram - Nussir | 115 |
| Figure 14-9. | Histogram of Composite True Thicknesses - Nussir | 115 |
| Figure 14-10. | Statistical Cu Plots, Composites - Nussir | 116 |
| Figure 14-11. | Histograms/ Log-Probability Plots- - Composites Au, Ag. Pd, Pt | 117 |
| Figure 14-12. | Experimental and Model Variograms - Nussir | 118 |
| Figure 14-13. | Plan of Evaluation Regions - Nussir | 119 |
| Figure 14-14. | Plan View of Mineralized Wireframe Model - Nussir | 120 |
| Figure 14-15. | W-E Long Section of Wireframe Model - Nussir | 120 |
| Figure 14-16. | 3D View of Wireframe Model – View from SW - Nussir | 121 |
| Figure 14-17. | 3D View of Model Prototype Structures– View from SW - Nussir | 121 |
| Figure 14-18. | Grade vs Density Graph – Mineralized Zone Measurements - Nussir | 123 |
| Figure 14-19. | Density Histograms by Rock Type - Nussir | 124 |
| Figure 14-20. | Density Histograms by Lithology - Nussir | 124 |
| Figure 14-21. | 3D View of Density Measurement Locations - Nussir | 124 |
| Figure 14-22. | Normal Score Variogram for Cu - Nussir | 128 |
| Figure 14-23. | Example Histogram of Simulated Average Cu Grades | 128 |
| Figure 14-24. | Resource Classification – Plan- Nussir | 130 |
| Figure 14-25. | Resource Classification – 3D View from NE, With Drillholes – Nussir | 130 |
| Figure 14-26. | Swath Plots - Nussir | 132 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 11 |
| Figure 14-27. | Constrained Resource Evaluation Long Section – Nussir (looking north) | 137 |
| Figure 14-28. | Long Section - Resource Model Partitions – Nussir (looking north) | 137 |
| Figure 14-29. | Example Interpretation of Ulveryggen Mineralized Zones – Section 20 | 139 |
| Figure 14-30. | Plan View of Interpreted Mineralized Zones – Ulveryggen | 140 |
| Figure 14-31. | Long Section of Mineralized Zones - Ulveryggen | 140 |
| Figure 14-32. | 3D View of Mineralized Zones, Looking North-East - Ulveryggen | 141 |
| Figure 14-33. | Log Probability Plot of All Selected Samples - Ulveryggen | 143 |
| Figure 14-34. | Log Probability Plot of +0.3%Cu Composites - Ulveryggen | 146 |
| Figure 14-35. | Cu Variogram Models - Ulveryggen | 147 |
| Figure 14-36. | Example Vertical Section of Block Model Structure- Ulveryggen | 149 |
| Figure 14-37. | Example Horizontal Section of Block Model Structure – Ulveryggen | 149 |
| Figure 14-38. | Histogram of Densities – Mineralised Samples 2017 - Ulveryggen | 151 |
| Figure 14-39. | Example Block Model Section, Showing Resource Classes – Ulveryggen | 153 |
| Figure 14-40. | Cu Swath Plot - Ulveryggen | 155 |
| Figure 14-41. | 3D Plot of MSO Stopes Shapes – Ulveryggen | 156 |
| Figure 23-1. | Claims in the Repparfjord Area | 160 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 12 |
1 SUMMARY
1.1 Overview
Mr. Adam Wheeler, (C. Eng, Eur Ing.) was retained by Blue Moon Metals Inc. (“Blue Moon”), a TSX Venture Exchange listed (TSX-V.: MOON) company focused on the exploration and development of deposits in Norway and the USA, to prepare an independent Technical Report on the mineral resources of the Nussir and Ulveryggen projects located in Finnmark, northern Norway. Both are potential underground mining projects. The deposits are approximately 3 km apart. This Technical Report conforms to National Instrument 43-101 Standards of Disclosure for Mineral Projects (NI 43-101). The Author has visited the Project several times, most recently from January 14 to 16, 2025.
The Nussir deposit has been evaluated over several different drilling campaigns from 2007 up to 2019. The resource estimate described here reflects all the drilling up to 2019, as well as development of the project since then. The Nussir sample database reflects the most recent drilling results available, as well as checks on old and reanalysed data. Geological Interpretation work was done using the Leapfrog modelling system, version 4.3.1 in 2018 and version 5.0.3 in 2019.
The Ulveryggen deposit, previously referred to as Repparfjord, was mined by a series of small open pits during the 1970s. The deposit was evaluated again in 2010, based on available drillhole, channel and trench data. Further drilling was then done between 2014 and 2017, leading to the resource estimation described in this report.
For both deposits, resource estimation work was done using the Datamine mining software system (Studio RM).
1.2 Ownership
Nussir ASA owns 25 extraction licences and 4 exploration licences covering the Nussir and Ulveryggen deposit areas within the Kvalsund district. There are no protected areas (national park, nature reserve, landscape conservation) in the area.
Blue Moon entered into a definitive agreement with Nussir ASA, a private Norwegian Company, on December 19, 2024, to which Blue Moon has agreed to acquire 99.5% of the issued and outstanding shares of Nussir. The consideration is being satisfied through the issuance of common shares of Blue Moon. Closing of such transaction is subject to TSX-V approval, and therefore acceptance of this NI 43-101 technical report.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 13 |
1.3 Geology
Nussir is considered to be a stratabound sediment hosted copper deposit. The Nussir Cu-mineralized zone is an almost continuous layer over a strike length of 9 km, which is dolomite-dominated in the west and mostly calcite-dominated sandstone-limestone, along with medium dark schist with chalcocite/bornite dissemination in the east. This mineralized zone is within the Gorohatjohca sedimentary formation, which consists of claystone and is 200- 400m thick in the west, thinning out to a few meters wide in the east. The Gorohatjohca overlies the Stangvatn conglomerate formation and underlies the Nussir volcanic formation.
The Ulveryggen prospect area is comprised of folded Precambrian sedimentary rocks, that are exposed in the Caledonian mountain belt of western Finnmark. Sediments in the general prospect area are typically described as sandstones and quartzites, trending to what have been previously described as conglomeratic beds in the immediate area of the old Ulveryggen Mine. The Ulveryggen sedimentary units are fault-bounded to the south by older greenstones and to the north by younger sedimentary units.
The main Ulveryggen deposit area is dominated by two sub-parallel ENE-trending faults, dipping steeply towards each other. Known mineralization occurs in several pods along a 2-kilometer trend between the two main faults and along a fan of smaller faults located in between. It is considered that the mineralisation is most likely of shear zone origin, rather than sedimentary, primarily in the form of chalcopyrite, bornite, and lesser chalcocite and secondary malachite. The thickness of mineralization appears to diminish with depth as the two main faults coalesce. However, there is potential for more, heretofore undiscovered, copper mineralization along strike of the main system, both to the east and west.
1.4 Database and Resource Estimation
For both deposits, the sample databases were updated by Norwegian geologists, which has culminated in Excel databases, data from which were exported to Datamine as separate .csv files for collar coordinates, drillhole survey data, assay results and lithology logs. After import of these data sets into Datamine, the different assay, collars and survey data files were combined into a single file of three-dimensional samples.
For the Nussir deposit, complete sets of data from 211 diamond drillholes have now been collated. Of these, 172 diamond drillholes have intersected mineralisation. In addition, data from 10 lines of surface channel samples have been used. These data were then used to develop a final three-dimensional model of sectional interpretations, based on a cut-off of broadly 0.4%Cu. The interpreted zones have in general been extrapolated a maximum distance of approximately 100m, both laterally and down-dip, from the outer-most drillhole intersections. The drilling grid spacing used was generally 200-250m, so the extrapolation distance is generally half of the typical grid spacing.
These Nussir solid wireframe models were separated into three main groups, according to orientation, and were then used as the basis to create resource block models of the deposit, with blocks rotated so as to be aligned with the zones’ general orientations. Cu, Ag, Au, Pd and Pt grades were estimated into the resource block models using ordinary kriging. Geostatistical parameters were also used in the assignment of resource categories. These final block models were used as the basis for resource evaluation.
For Ulveryggen, complete sets of data from 134 diamond drillholes have now been collated. Of these, 113 diamond drillholes have intersected mineralisation. In addition, data from 51 surface trenches have been used, along with 8 underground channel samples. These data were then used to develop a final three-dimensional model of sectional interpretations, based on a cut-off of broadly 0.3%Cu.
The interpreted Ulveryggen zones have in general been extrapolated a maximum distance of approximately 50m down-dip, from the outer-most drillhole intersections, and 30m laterally beyond the ultimate drilled sections. The drilling grid spacing generally used is 30-45m. Cu grades were estimated into the resource block model using ordinary kriging, and the final block models was used as the basis for resource evaluation.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 14 |
1.5 Exploration Status
The Nussir and Ulveryggen projects are at the Mineral Resource development stage. Drilling was carried out between 1985 and 2019, during which operators completed 345 core drill holes for a total of 69,440 m. Other exploration work has included surficial geochemistry sampling, ground and airborne geophysical studies, geological mapping, surface chip and grab sampling (including trenching), and regional lithogeochemical rock sampling for rocktype fingerprinting. In addition to the two deposits that have been identified, there are a number of mineralized occurrences both around the deposits and regionally that are either untested or supported by limited drilling. This means that additional infill and exploration drilling is warranted to more fully test favourable stratigraphy both around the deposits and regionally.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 15 |
1.6 Mineral Resource Estimation
This Mineral Resource Estimation (“MRE”) work was carried out and prepared in compliance with Canadian National Instrument 43-101, and the mineral resources in this estimate were calculated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council May, 2014.
Conforming with guidelines for “reasonable prospects for eventual economic extraction”, constrained evaluations were completed using a Mineable Shape Optimiser (MSO) to generate wireframes.
The updated mineral resource estimate of the Nussir deposit is summarised in Table 1-1, related to a cut-off grade of 0.3%Cu and a minimum width of 2.0 m.
Table 1-1. Nussir Resource Estimation Summary
Effective Date: 20th January, 2025
| Inferred | 31.99 | 1.01 | 14.6 | 0.14 | 1.23 | 324 | 14,972 | 143 |
Notes:
| 1. | CIM definitions were followed for MRE. | |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. | |
| 3. | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. | |
| 4. | MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining. | |
| 5. | Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. | |
| 6. | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. | |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. | |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. | |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 16 |
The updated resource estimate of the Ulveryggen deposit is summarised in Table 1-2 .
Table 1-2. Ulveryggen Resource Estimation Summary
Effective Date: 20th January, 2025
| Resource | Tonnes | Cu | Cu Metal |
| Category | Mt | % | Kt |
| Indicated | 4.05 | 0.65 | 26.3 |
| Inferred | 3.70 | 0.68 | 25.0 |
Notes:
| 1. | CIM definitions were followed for MRE. | |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. | |
| 3. | A global density value was assigned for Ulveryggen, based on analysis of density measurements. | |
| 4. | MRE constraint wireframes generated for a cut-off grade of 0.30% Cu, related to potential underground mining. | |
| 5. | The assumed metal price assumed for this MRE was 4.20 $/lb Cu, which represents a reasonable long-term value. | |
| 6. | The assumed metallurgical recovery was 96% Cu, which stems from SGS metallurgical testwork completed in 2022. | |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. | |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. | |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
1.7 Results and Interpretations
There are several opportunities to improve the current results, that should be investigated further as part of the ongoing development of the Nussir and Ulveryggen projects.
1.7.1 Exploration Targets – Nussir deposit
The Nussir deposit is open to the west and to depth. In particular, the current limit of Inferred category resources excludes the influence of thee deep drillhole intersections, because they are excessively distant to the grid of holes above. The exploration target potential was derived by modelling the identified mineralization. The volume of the modelled areas determines the potential tonnage statement in the exploration target. The grade range given in the exploration target is determined with consideration to the drill results within the modelled exploration target area and consideration of the geological setting in an established mineral resource estimate area. The potential tonnages and grades are therefore conceptual in nature and are based on previous drill results that defined the approximate length, thickness, depth and grade of the portion of the mineral resource estimate. There has been insufficient exploration and data collection to define a current mineral resource for the exploration target and the Issuer cautions that there is a risk that further exploration will not result in the delineation of a mineral resource. The exploration target around these deeper intersections therefore represents a tonnage between 8.5 Mt and 16.5 Mt, and a Cu grade between 0.7 and 1.3% Cu, between 9 and 17g/t Ag, and 0.1 to 0.15 g/t Au.
There are also a number of mineralized targets occur both downdip and along strike of the mineralized exploration target that has been defined. This mineral potential has not been properly tested by drilling. Additionally, a number of mineral targets currently outside of the resource area of the Nussir and Ulveryggen deposits are supported by geological mapping and limited drilling. This means that additional infill and exploration drilling is warranted to more fully test favourable stratigraphy both regionally and directly at Nussir and Ulveryggen deposits.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 17 |
1.7.2 Exploration Targets – Ulveryggen deposit
The Ulveryggen deposit is open to depth, and based on geochemical sampling and geophysics, there are drilling targets both along strike and down-dip.
1.7.3 Double Mineralised Intersections -– Nussir deposit
There are some instances at Nussir, mainly in the more folded west end, of single drillholes picking up two mineralised intersections. This could be due to reverse faulting, and when drilled sufficiently in the future, could lead to an improved interpretation with more mineralised material that is currently modelled. These potentially repeated strata are only known to occur over 2.5 of the 10 km strike length of known mineralization. Limited drilling has been done to date to fully test the mineral potential of this possible extension. Given the presence of a mineral resource adjacent to this parallel zone of favourable strata, it means additional drilling is warranted, but there is no guarantee that additional drilling will result in the delineation of a mineral resource in these areas.
1.7.4 Inferred Resource Conversion -– Nussir deposit
The Nussir deposit is open to depth over much of its strike length, as well as westwards. If the project progresses and the proposed underground development commences, this could allow much closer and offset access for drilling of deeper zones. This would provide an opportunity to significantly extend Indicated resources to depth and westwards. Additional drilling should be designed in order to enable a significant proportion of the deposit to be reclassified into a higher category of confidence, such as Indicated category, as well as provide a more accurate interrelation and structural geology and mineralised zones. Though it is cautioned that additional drilling is not a guarantee for upgrading the resource category.
1.7.5 Inferred Resource Conversion – Ulveryggen deposit
There are numerous areas currently modelled at the Ulveryggen deposit, where the current drilling density does not support an Indicated resource categorisation. Additional drilling should be designed in order toto enable a significant proportion of the deposit to be reclassified into a higher category of confidence, such as Indicated category, as well as provide a more accurate interrelation and structural geology and mineralised zones. Though it is cautioned that additional drilling is not a guarantee for upgrading the resource category.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 18 |
1.8 Conclusions
The updated mineral resource estimate as of January 20th, 2025, has these conclusions from the Author and are as follows:
· The geological setting and character of the sedimentary-hosted copper mineralization identified to date on the Project, and specifically at the Nussir and Ulveryggen deposits, are of sufficient enough merit to justify additional exploration expenditures.
· The majority of drill holes completed to date were targeting the mineral resource totalling 345 core drill holes for 69,440 metres.
· Drilling has identified extensive, conformable, sedimentary strata that are well mineralized that remain open for growth. Geological mapping on surface and drilling both along strike and downdip of the mineral resource have identified the same favourable host rocks for copper mineralization indicating mineral potential warranting additional drilling to more fully test these favourable strata both regionally and at the Nussir and Ulveryggen deposits.
· The Author has reviewed the procedures for drilling, sampling, sample preparation and analysis, and is of the opinion that they are appropriate for the deposit style and mineralization.
· The Author has reviewed the quality control results (QA/QC) and did not find any material issues, so the Author is of the opinion that the databases for the mineral resource are of sufficient quality to estimate mineral resources.
· Mineral resources were estimated using a 0.30% copper cutoff value for potential underground extraction that will need to be studied further in the future.
· Measured mineral resources for the Nussir deposit are 2.69 Mt grading 1.08% copper, 12.8 g/t silver, and 0.11 g/t gold. The Indicated mineral resources are 26.03 Mt grading 1.01% copper, 12.3 g/t silver and 0.11 g/t gold. The Inferred mineral resources are 31.99 Mt grading 1.01% copper, 14.6 g/t silver and 0.14 g/t gold.
· For the Ulveryggen deposit, the Indicated mineral resources are 4.05 Mt grading 0.65% copper and the Inferred mineral resources are 3.70 Mt grading 0.68% copper.
· There is a parallel zone of mineralization that is believed to be a potential fault repetition, tested only by limited drilling over a 2.5 km stretch of the 10 km strike extent of the favourable strata. A number of additional mineral occurrences occur outside of the deposits, such as the Western zone, that require addition exploration beyond infill and exploration drilling directly around the mineral resource wireframes.
· There is general support for the project at the exploration stage of mineral resource development from the affected communities in the area, as those communities will benefit from local employment.
1.9 Recommendations
1.9.1 Sample Preparation, Analyses, and Security
· Develop a rigorous quality control and quality assurance (“QAQC”) policy for standards, blanks and duplicate sample when drilling, that is monitored on a batch by batch basis when data is received from the accredited laboratory.
· Consider the use of prep- and or reject duplicate samples to enhance the QAQC.
· Select certified reference material (CRM) that are more aligned to the grades of the Nussir and Ulveryggen deposits for copper, gold and silver; being mindful that if geochemically testing for platinum and or palladium, it might require a different CRM.
· Using an umpire or secondary independent laboratory, and remitting approximately 10 to 15% of the total samples, and select analysis methodologies that are similar to the primary laboratory. This will provide future assurances that the range of grades seen in the analytical certificates are valid and respected.
· Consider centralizing all pulp and reject storage.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 19 |
1.9.2 Data Verification
· Finish the drill collar validations done in 2019, referencing the Devisight system from Devico for the X and Y coordinates, and then validating elevation (or Z) data between the surveys for each of the drill collar locations against the LiDAR survey. Having a valid elevation data strengthens the respect of the mineral resource modelling.
· Consider a more rigorous check analysis program, if the analytical pulps are available from prior drilling program results. At a minimum, select approximately 100 to 200 pulps from each round of drilling that would be re-run at both the primary and secondary laboratory.
· Consider moving point and vector data from drilling into a proper database management system such as MX Deposit. This includes but is not limited to drill collar information, lithological data, structural data, sample data, and analytical results. The advantage of such a cloud-based database management system is that it negates expensive software purchasing and it can be linked to major 3D modelling programs such as Seequent’s Leapfrog Geo and other programs.
1.9.3 Further Studies
· An optimization and or trade-off study is recommended to assess a conventional tailings facility approach for any future engineering studies
· Consider building a Leapfrog Geo model of all lithological units and structures that is maintained and updated regularly when new surficial mapping and or drilling is completed. This will help better guide future studies and mineral resource estimation processes.
· Consider adding RMR to the geomechanical (rock mechanics) data collection in addition to the RQD work already part of the core logging process. This methodology is typically done for deposits that potentially could be extracted through an underground.
· Consider adding point load testing (“PLT”) to the geomechanical data collection process in the coreshack. The addition of this process will provide rock quality and strength information that is expected to be valuable when assessing ground stability in future engineering studies. It will also provide a large dataset that can be used in conjunction with any analytical program carried out at a rock mechanics laboratory
· Consider a regular analytical process at a rock mechanics laboratory to backstop geomechanical data collection. Testing could include UCS, BTS, and Triaxial measurements. If a PLT is collecting
· Consider taking a coreshack measurement of specific gravity for each sample marked for collection or add an analytical pulp or reject measurement at the primary laboratory. The addition of a larger number of specific gravity measurements is expected to greatly enhance the estimation of the tonnes on a block by block basis in the mineral resource model, as currently the estimations are using average values for lithologies.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 20 |
1.9.4 Exploration Program and Budget
For further development of the project, the Author recommends a work program at the Nussir and Ulveryggen projects, that includes the preparation of the development of an exploration decline (including logistics and support), exploration drilling and optimization studies including engineering. A summary breakdown of this work program is presented below along with associated estimated costs expected to cost C$13.0 million (Table 1-3).
| Table 1-3. Proposed Exploration Budget | |
| Item | (C$000) |
| Underground access (decline) preparation, exploration logistics and support | 4,000 |
| Exploration – drilling 25,000 to 30,000 m | 6,000 |
| Optimization studies including engineering studies | 3,000 |
| Total | 13,000 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 21 |
2 INTRODUCTION
2.1 Author
This report was prepared by qualified person (QP) Adam Wheeler (C. Eng, Eur Ing, Fellow, Institute of Materials, Minerals and Mining) – herein referred to as the Author. He is an independent mining consultant, and worked with assistance from Blue Moon technical personnel; in order to present updated resource estimates as of 20th January, 2025. Adam Wheeler’s involvement with Nussir and Ulveryggen started in 2007, with site visits as shown below:
| 2/7/2007 – 4/7/2007 | 3 days |
| 14/6/2010 – 16/6/2010 | 3 days |
| 22/9/2014 – 24/9/2014 | 3 days |
| 14/1/2025 – 16/1/2025 | 3 days |
He has reviewed various drill core from Nussir and Ulveryggen at the Skaidi core shack, as well as at the NGU core storage facilities in Løkken, 3rd December 2024 (1 Day).
2.2 Terms of Reference
This independent Technical Report was commissioned by Blue Moon in connection with its acquisition of Nussir ASA, and completed by the Author, an independent mining consultant.
Blue Moon has agreed to acquire a 99.5% interest in Nussir ASA and the Nussir project, pursuant to a share purchase agreement dated December 19, 2024, as further described in news releases dated December 19, 2024 and November 17, 2024. Nussir ASA is a private Norwegian company and its main asset is the Nussir project in northern Norway.
The Author was retained previously by Nussir ASA to provide an independent Technical Report on the Mineral Resources at Nussir, as at December 31st, 2019, and for the Mineral Resources at Ulveryggen, as at January 31st, 2018. The mineral resource estimated presented herein has used resource block models generated from these periods, but the evaluation itself has been updated.
Blue Moon retained the Author for the current transaction to provide an independent Technical Report on the combined Mineral Resources for Nussir and Ulveryggen Projects that meets the provisions of CIM - Standards of Disclosure for Mineral Projects. The purpose of this current report is to provide an independent Technical Report in conformance with the standards required by NI 43-101 and Form 43-101F1. The estimate of mineral resources contained in this report conforms to the CIM Mineral Resource and Mineral Reserve definitions (May 2014) referred to in NI 43-101.
Based on the Property visits and review of the available literature and data, the Author takes responsibility for the information herein.
This Report is a compilation of proprietary and publicly available information. In support of the technical sections of this Report, the Author has independently reviewed reports, data, and information derived from work completed by Nussir ASA and relevant geological publications, as listed in Section 27. These were used to verify background geological information regarding the regional and local geological setting and mineral deposit potential of the Property. The Author has deemed these reports, data, and information to be valid contributions, to the best of his knowledge. In addition to site visits, Adam Wheeler reviewed available literature and documented results concerning the project and held discussions with technical personnel of Blue Moon.
Based on the Property visits and review of the available literature and data, the Author takes responsibility for the information herein.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 22 |
2.3 Units and Currency
All measurement units used in this report are metric, and currency is expressed in US Dollars, unless stated otherwise.
3 RELIANCE ON OTHER EXPERTS
For this report, the Author has relied on ownership information provided by Blue Moon. Title to the mineral lands for the Nussir property was investigated and confirmed by a 3rd party legal expert, Simonsen Vogt Wiig AS, in a report dated December 19, 2024. The Author has relied on this 3rd party title opinion with respect to the validity of the mineral title for tenure associated with the Nussir and Ulveryggen projects.
The Author has relied on Blue Moon for guidance on applicable taxes, royalties, and other government levies or interests, applicable to revenue or income from the Project.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 23 |
4 PROPERTY DESCRIPTION AND LOCATION
4.1 Location
The Nussir deposit is located about 1,5 km north of the Øyen Industrial area and 1.5 km south of the Markoppnes Industrial area, in Repparfjord, Kvalsund, Hammerfest Municipality, in the western part of Finnmark county, northern Norway. The Ulveryggen deposit is located approximately 3 km south of Nussir. It is envisaged that an industrial area with mineral processing plant and related facilities could be located either at the established industrial area at Øyen, subject to a deal with the current operator, or at the Markoppnes industrial area. The zoned area for mining and industrial activity in the Repparfjord area is about 5000 acres.
For exploration activities, access is year-round for the underground, however, for surface exploration, only the legislated window of May 1 to June 15 each year is unavailable. This means that all work that is planned and budgeted can be undertaken on tenure for the Nussir and Ulveryggen projects.
Figure 4-1. Area Map of West Finnmark
[Map compiled by Promin AS]
| Adam Wheeler | January 2025 |
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4.2 Licenses
The main license areas held by Nussir ASA, are shown in Figure 4-2 and Figure 3-2, and are summarised in Table 4-1 for Nussir and in Table 4-2 for Ulveryggen. These areas all have valid extraction status and are held by Nussir ASA. These extraction licences areas do not expire as the operating licence on top of these is valid and are held by Nussir ASA. Nussir applied for an operating license for the area covered by the 25 extraction licences, and the operating licence was awarded in 2019. In 2024 it applied for extension of the operating licence for further 3 years according to the Minerals Act of Norway. Extension was granted by the Mining Directorate of Norway in 2024 and then objected by a third parties. The Mining Directorate upheld its decision and then sent the objections to be finally decided by the Ministry of Trade, Industry and Fisheries and a decision is expected within Q1 2025. As long as the objections regarding the extension is under processing, the permit still remains valid. Other than the fees described in section 4.3, there are no other obligations that must be met to retain the permit.
Nussir ASA, a Norwegian public limited liability company, holds various mineral extraction and exploration permits necessary for its mining operations. According to the title and legal opinion provided by Simonsen Vogt Wiig AS, Nussir ASA is duly incorporated and in good standing under Norwegian law, with no ongoing bankruptcy proceedings as of December 19th, 2024, and has valid title to all licences listed in Tables 4-1 and 4-2. The company does not own or lease any real property, meaning it must enter into an agreement with the public landowner Finnmark Estate for mining activities. Nussir ASA is given access by the state to the land covered by the extraction permits which allows Nussir to access the surface rights both for the Nussir and Ulveryggen properties, and to carry out the required exploration and development activities. In addition Nussir ASA needs to submit application to the Municipality for use of vehicles for such activities, typically once a year. Nussir ASA will need to reach an agreement to acquire and/or lease additional industrial area to construct a full mine and milling operation. Two options exist at the Markoppnes or the Oyen industrial areas next to the project. Both are being evaluated by Nussir ASA, with a further decision to come in due course, but at this time Nussir ASA is in good legal standing with all of its licenses and access arrangements with the different governing entities for the current stage of project.
The title opinion confirms that Nussir ASA holds a 100% interest in all its registered mining permits, which remain in good standing. These include an operating license, extraction permits named for copper, gold, palladium, platinum, and silver (but will in fact also include all other state-owned minerals (i.e metals with a specific gravity of 5 grams/cm3 or higher) within the license areas) and 4 exploration permits. The company’s operating license, initially issued in 2019, was extended until 2027 by the Norwegian Directorate of Mining, although this decision has been appealed and is currently under review by the Ministry of Trade, Industry, and Fisheries. If the extension is overturned, a new application process could take up to two years. The opinion also notes that the permits are not subject to any registered security interests and that no legal or regulatory issues outside Norway have been identified that would affect Nussir ASA’s ability to hold these rights.
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Table 4-1. Summary of License Areas - Nussir
| License Code | NAME | AREA |
| m2 | ||
| G.UTV 0001/2006-FB | Nussir 1 | 291,172 |
| G.UTV 0002/2006-FB | Nussir 2 | 292,251 |
| G.UTV 0003/2006-FB | Nussir 3 | 299,109 |
| G.UTV 0004/2006-FB | Nussir 4 | 298,875 |
| G.UTV 0005/2006-FB | Nussir 5 | 296,036 |
| G.UTV 0006/2006-FB | Nussir 6 | 174,865 |
| G.UTV 0007/2006-FB | Nussir 7 | 287,282 |
| G.UTV 0008/2006-FB | Nussir 8 | 205,676 |
| G.UTV 0009/2006-FB | Nussir 9 | 242,878 |
| G.UTV 0010/2006-FB | Nussir 10 | 255,072 |
| G.UTV 0011/2006-FB | Nussir 11 | 199,900 |
| G.UTV 0012/2006-FB | Nussir 12 | 215,893 |
| G.UTV 0001-1/2015 | Nussir Deep 1 | 644,623 |
| G.UTV 0002-1/2015 | Nussir Deep 2 | 288,715 |
| G.UTV 0003-1/2015 | Nussir Deep 3 | 433,512 |
| G.UTV 0004-1/2015 | Nussir Deep 4 | 269,706 |
| G.UTV 0005-1/2015 | Nussir Deep 5 | 283,553 |
| G.UTV 0006-1/2015 | Nussir Deep 6 | 399,766 |
| G.UTV 0007-1/2015 | Nussir Deep 7 | 806,227 |
| G.UTV 0008-1/2015 | Nussir Deep 8 | 233,762 |
| G.UTV 0009-1/2015 | Nussir Deep 9 | 207,267 |
| G.UTV 0010-1/2015 | Nussir Deep 10 | 184,362 |
| G.UTV 0011-1/2015 | Nussir Deep 11 | 369,850 |
Table 4-2. Summary of License Areas – Ulveryggen
| License Code | NAME | AREA |
| m2 | ||
| G.UTV 001-1/2013 | Ulveryggen 1 | 991,269 |
| G.UTV 002-1/2013 | Ulveryggen 2 | 988,113 |
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Figure 4-2. Plan of License Areas
[Source: Norwegian Directorate of Mining]
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4.3 Fees and Royalties
Under the Norwegian Minerals Act, metals with a specific gravity of 5 g/cm³ or higher, including copper, silver, and gold, are classified as state-owned minerals. These metals, which are of primary economic interest at both Nussir and Ulveryggen, require compensation to the state through payment of yearly fees in order to uphold the extraction and exploration permits. These fees are calculated based on the size of the areas in question and must be paid within 15th January each year. Nussir ASA has made payment of NOK 107,000 in total for all extraction and exploration permits for 2025.
Further, all extraction of state-owned minerals requires payment of a 0.5% net smelter royalty of the sales value of the extracted minerals to the landowner, who is Finnmarkseiendommen (FeFo). In addition, an increased landowner royalty of 0.25% net smelter royalty is mandated for projects in Finnmark as is the case for Nussir ASA, which is also paid to Finnmarkseiendommen (FeFo).
Blue Moon must therefore pay a 0.75% net smelter royalty on all extracted minerals. This royalty will be due for payment by March 31 of the following year. There are no back-in rights, payments or other encumbrances to which both Nussir and Ulveryggen permits are subject to.
4.4 Environmental Liabilities
The Nussir and Ulveryggen projects have negligible environmental liability, since any impact from historical mining operations, notably at Ulveryggen deposit, rest with the State, meaning Norwegian Government.
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5 ACCESSIBILITY, CLIMATE, LOCAL RESOURCES, INFRASTRUCTURE and PHYSIOGRAPHY
5.1 Accessibility
The Øyen area and nearby Markoppnes, which are on the coast just to the north-west of each deposit, are situated along National Highway 94 (R94). The R94 highway continues to the north-west, up to the city of Hammerfest with its major oil installations. The E6 major road is just a few kilometres away at the site of Skaidi; this road connects the previous mining area to the biggest city in Finnmark, Alta, to the south. Alta is approximately 70km south-west of the deposit areas and has an international airport.
The Repparfjord is ice-free during winter, making sea transport of supplies and export of concentrate directly to and from the site possible year-round.
5.2 Site Description
The topography overlying and around the area of the Nussir deposit is an unspoiled Arctic environment, extending westwards from the port area at Øyen. The area immediately overlying Nussir is relatively flat for most of the first 8 km from the coast, passing various small shallow post-glacial lakes, at an elevation generally of approximately 200 m. Almost immediately north of the Nussir outcrop, hill rise up steeply, up to a height of approximately 500 m. Approximately 800m south-east of the Nussir deposit the land again rises up to 400-500 m. The most westward part of the Nussir deposit passes under the rising hills. The vegetation of the projects is predominantly described as alpine and rare, but variable. It ranges from areas of birch trees close to the fjord to more like alpine tundra, at altitude, with very sparse and limited vegetation. Near bog ecosystems, dwarf birch trees are present.
The Ulveryggen deposit is approximately 3km south-east from the Nussir deposit and 2km south-west from the coastline. There are four old open pits at the Ulveryggen deposit, which were mined from 1972 to 1979. There is some surface infrastructure which connects to a 2.5 km 36 m2 (6x6 meter) historical underground haulage tunnel which is in good condition, as well as existing 4.5 km of surface haul roads from the Øyen industrial area all the way up to the open pits at 450 meter above sea level. Next to the tunnel portal there is an existing workshop building for trucks and other vehicles. The current strike of the Ulveryggen deposit is much smaller than Nussir, extending approximately 2 km from west to east.
5.3 Climate
The climate and landscape of the Kvalsund Municipality is typical of Arctic and Sub-Arctic Zones. There is midnight sun in the summers and 24 hours without sun in the winter.
Precipitation is typically over 1 mm for 10-15 days/month throughout the year, and over 10 mm for 1-2 days/month throughout the year. Wind speeds are typically over 10 m/s (Force 5) from December through to April, and otherwise much lower for the other months.
Winter temperatures are generally below freezing for November through till April, typically around -5o C. The lowest temperatures can be down to around -10o C. Summer temperatures are typically around 7-10o C and get up to 16o C.
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5.4 Local Resources
Kvalsund was a 1,846 km2 municipality on the western coast of Finnmark, which largely consists of pristine and rugged landscapes. It is approximately 20 km from the western boundary of the projects; noting the roads are of good quality and provide for sufficient transport. Most of that area was on the mainland, but 125 km2 of it was on the island Kvaløya and 85 km2 on the island Seiland. The municipality had about 1,000 inhabitants, many of which live in the Kvalsund village, the then administrative centre. Some live in the Sami village of Kokelv, in the inner part of the Revsbotn Fjord. The population of Kvalsund has been in decline since 1950, during the period 1950-2004 by 43%, the reason being a sharp decline in employment in the fisheries. Kvalsund Municipality was merged with the larger Hammerfest Municipality on January 1st, 2020.
Businesses in Kvalsund are characterized by small enterprises of various trades. Primary industries have recently become less important for employment. Tourism, transport, aquaculture, construction and service industries have become the more prominent industries. On the other hand, 37% of the working population have jobs outside the Kvalsund area, mainly in Hammerfest.
5.5 Infrastructure
The industrial area and former processing plant are currently controlled by Repparfjord Eiendom. Access to the eastern portion of the Nussir deposit is facilitated by its proximity to the fjord which provides deep water harbour, with all year access. There is an opportunity to place any new construction within the regulated industrial area at Øyen, including but not limited to a processing plant, roads, and the portal to the mine.
A processing plant was built to serve the previous historical mining activities of the Ulveryggen deposit with an open pit in the 1970s, transporting ore via an underground tunnel and ore pass to an ore processing plant at the Øyen industrial area. The industrial area today is partially in use to serve a local quarry, which also utilises the harbour’s loading facilities.
The quay was built in 1971 and can serve vessels up to 30,000 tonnes. A Ship Loader with a loading capacity of 1,000 to 1,500 tph is installed and in use. The quay is operated and maintained by Repparfjord Eiendom.
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5.6 Power Supply
The municipality has two hydroelectric powerplants in Porsaelva on the east side of the Vargsundet (a total of 65 GWh of average annual production), and there is currently stranded green electric hydropower oversupply in Northern Norway, leading to relatively low electricity prices and therefore power available for any future development of industrial activities.
5.7 Water Supply
There are considerable freshwater resources in the area. Repparfjord Eiendom owns the existing water feed system including a dam and an 8” pipeline and has secured the rights from the owner, FEFO, to use the water. A study was initiated to assess secure the water supply in the future. One of the suggestions has been to strengthen the existing dam at level 170 m. Taking water from the Geresjohka River has also been considered. Improving the road to the dam would also be necessary for future developments.
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6 HISTORY
6.1 Nussir
6.1.1 Initial Exploration
Copper ore deposits in the Repparfjord area were discovered at the turn of the last century. In 1903, the Swedish company Nordiska Grufaktiebolag began to explore the ore field. Sydvaranger AS, a large Norwegian mining company with an iron ore mine in Finnmark, was prospecting west of Ulveryggen and found some Cu-enriched sites, which were later identified to be the Nussir orebody. AS Prospektering was established from Sydvaranger as an independent company, and worked on building their geological database, including the Nussir Project.
In 2000, Terra Holding bought AS Prospektering and took over the Nussir deposit rights. Further analyses on the deposit showed promising results, and plans were made to further study and develop the project. In December 2004, Terra Holding created Nussir AS to focus on developing the Nussir deposit.
6.1.2 Geophysical surveys
Ground IP and Resistivity
Three ground geophysical surveys campaigns have been done by the Norwegian Geological Survey (NGU) using surveying equipment comprising a Terrameter ABEM-LS unit and multi-electrode cables. Cables configured with 2m electrode interval were used for the five 160m long survey lines in 2007, 10m electrode interval were used for the four long survey lines in 2011 and an electrode interval of 5m were used for the nine 4-700m long survey lines in the 2013 campaign. Depth range depended on profile length, being roughly 160m for the long 2011 profiles and 60 m for the 2013 profiles. Most profiles were oriented normal to structures, as shown in Figure 6-1.
Induced polarisation and resistivity were measured in the ground above drillhole intersections for correlation purposes and in target exploration areas. Results indicated strong correlations between copper mineralisation, strong IP anomalies and low resistivity anomalies, as exemplified in Figure 6-2 (Dalsegg. E. et.al. 2013). Other mineralisation suffers from a low signal-to-noise ratio. Large parts of the regions are characterized by "negative" in phase data, typical for regions with high susceptibility and/or high resistivity. All collected data have a significant higher quality and resolution than earlier airborne data collected by the NGU in the same area in the 1970s.
A GPS system from Seatex (SEAPOS 100E) was used for helicopter positioning. This system has an accuracy of ±5 m. Moreover, a Bendix/King radar-altimeter was mounted on the helicopter. Its accuracy is 5 % of the measured altitude. The time sampling of the GPS was 1 second.
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It was important to interpret all the geophysical data in order to understand the overall occurrence of the mineralised zones. Progressing from the (eastern) Nussir I mineralised body, detailed field observations allowed the establishment of its potential Nussir II continuation towards west. Figure 6-1 shows its magnetic and radiometric signatures, with a red line highlighting a possible thrust discontinuity (Pharaoh et al.,1983). The vertical derivative of the total magnetic field (Figure 6-1a) shows that the Nussir greenstones to the east of the red line are characterised by two very prominent, parallel high anomalies. A third, weaker and less continuous anomaly parallels these two anomalies further to the north. These features are the most prominent elements of the magnetic signature in the greenstones of the Nussir Mountain. They are folded about a NE-SW trending axis and can be readily traced eastward, where they strike ENE-WSW. The same fold geometry is shown by the anomalies generated by the Saltvatn Group lithologies, south of the yellow line. The Nussir mineralisation is folded by this structure, which generated local thickening and duplication of the deposit. It is obvious from Figure 6-1 that these high anomalies do not continue simply to the west of the red line, where a single, yet extremely irregular and laterally stepped magnetic anomaly has instead been observed. The radiometric dataset is less conclusive with regard to the detailed internal architecture of the greenstone bodies exposed to the east and west of the discontinuity, but on the other hand, highlights significant compositional similarities between the two greenstone bodies, expressed by a similar total count signature (Figure 6-1b) and, above all, the ternary radiometric information of Figure 6-1c. It needs to be mentioned that only the radioactive concentrations of the uppermost 1-2 m are detected by gamma ray spectrometry and, therefore, the radiometric signature reflects only the surface geology.
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Figure 6-1. Geophysical Signature of the Nussir West Area
[Source: NGU]
Geological information is drawn on top of:
a) The vertical gradient of the magnetic total field.
b) The radiometric total count.
c) The ternary radiometry.
The red line traces possible thrust discontinuity (Pharaoh et al., 1983). The yellow line shows the boundary between the Nussir (to the north) and Saltvatn Groups (to the south).
The current interpretation of the local structural framework is shown in Figure 6-2. White lines are used to trace the main anomalies within the greenstones. These interpretations are supported by the results from structural investigations (Viola, G. et al 2008): the Skinnfjellet greenstone body is interpreted as being folded by a Fn+1 antiform, with an undulating axial trace trending generally SW-NE. The fold nose has been traced, however, not by following the curved map pattern of the dolomites, but instead by joining the high magnetic anomalies of the underlying greenstones, which are the likely source of the magnetic signature from underneath a presumably very thin dolomite occurrence. The south-eastern limb of the antiform is easily identified and corresponds to the top-to-the-NW sheared contact between dolomites and greenstones and the Dypelv conglomerates.
The conglomerates contain also early Fn folds, which are the oldest structural feature recognised by Nussir within the Repparfjord Window (see Sandstad et al., 2007). Later Fn+2 shortening generated the prominent folds that refold Fn+1 and Fn folds. Fn+2 are the folds that caused the current folded pattern of the Nussir and Saltvatn Group lithologies in the Nussir West area.
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Figure 6-34. Structural Interpretation of Nussir West Area.
[Interpretation superimposed on the vertical gradient of the total magnetic field]

Key to the understanding of a possible existence of a south-westward continuation of Nussir I, into the postulated Nussir II towards the west, was the geological and structural evolution in the Nussir West area. The currently preferred interpretation, i.e. the Nussir Group greenstones occupying the hanging wall of a thrust with top-to-the-SE transport direction, calls for a possible continuation of Nussir I below this thrust plane on the south-eastern side of Skinnfjellet. The dip of the thrust plane is, however, an important factor. Although there is a lack of direct field constraints on the geometry of the structure, it can be argued that the dip of this thrust is probably steep, as indicated by the abrupt termination of the magnetic anomalies of the highly magnetic Djupelv Formation conglomerate. If the conglomerate continued at shallow depth beneath the greenstones of Steinfjellet, then the magnetic signature of this formation should be encountered as deeply seated magnetic anomalies, which is not the case, thus, suggesting a sharp truncation by the thrust plane.
Detailed studies of the highest frequency of apparent resistivity, as shown in Figure 6-3, give a clear indication of an anomaly which fits with the mapped Nussir mineralisation in the eastern part. In this part the geophysical profiles are perpendicular to the mineralisation. In the western part the outline of the mineralisation is swinging north, and the geophysical profiles are parallel. In this area the geophysical anomalies are not easy to interpret.
The geophysical study show that lakes and strong faults also give the same anomaly as the mineralised zone, and it is not easy to distinguish the three. There are a lot of lakes and faults in the area.
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Figure 6-3. Profile Plot of Inverse of Apparent Resistivity, Hz 34133.
[Source: NGU]

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6.1.3 Drilling
A total of 211 exploration diamond drillholes, covering over 52,700 m, have been drilled on the Nussir project up to 2019. One drillhole (no.212) was delayed out of the 2019 resource estimation and was drilled in 2020 and confirmed the modelled grade and width. A few additional drillholes were performed in 2024, however, these were solely for metallurgical and processing test work, in order to achieve enough core material to perform material sorting tests and were not intended or used for mineral resource estimation, because they were all twin drill holes of older, successfully completed drillholes. In addition, ten channel samples have been collected from mineralized surface outcropping. A total of approximately 2,600 samples have been assayed.
In 1984, ten channel samples were collected from mineralized surface outcrops. The drilling started in 1985 with six relatively short diamond drill holes, all less than 80 m in length and a dip varying between 50 to 70 degrees. In 1986, further two diamond drillholes were drilled to check the continuity of the mineralization at depth. One of the drillholes confirmed the vertical extension of the mineralization to more than 250 m below surface. The laboratory Mercury Analytical Ltd. was used to analyse the core from the first eight drillholes.
In 1988, six diamond drill holes were drilled. The core was analysed by Caleb Brett Laboratories. A total of 35 diamond drill holes were drilled in the period between 1990 and 1996. Between 1985 and 1996, a total of 600 samples were analysed from 43 drill holes. All samples were analysed for Cu, and partly for Ag and Au. The samples were analysed by different laboratories with unknown analytical methods. For verification purposes, 69 samples from 1990 were assayed in 2008, as described in Section 11. The older samples were not independently used to define blocks defined as Indicated Resources in the current study.
In 2002, 63 samples from nine diamond drillholes were analysed by OMAC Laboratories, Ireland for 47 elements using Aqua Regia digestion and ICP. Ag was the only of the precious metals analysed. However, only a few meters of each of the drill holes were analysed. Typically, the analysed core section analysed was one meter per sample.
The drilling continued in 2006 with the drilling of seven diamond holes. A total of 32 samples from four holes were analysed by OMAC Laboratories, Ireland using 46 elements by Aqua Regia digestion and ICP-OES. In addition, Au was analysed by Fire Assay/AA on 30 g samples.
407 samples from 9 holes were analysed in 2008 for 46 elements by Aqua Regia digestion and ICP-OES by OMAC Laboratories, Ireland. The digestion is partial for some elements especially Al, Ba, Cr, K, Na, Sn, Sr, Ta, Ti, V and W. In addition, Au, Pt and Pd were analysed by Fire Assay/AA on 30 g samples. The whole cores from drill holes Bh 39 (117.6 m), 40 (43.2 m) and 60 (120 m) were analysed, whereas parts of Bh 19, 20, 54, 55, 57 and 90 were analysed. The analysed core lengths were 1-2 m.
In 2011, a total of six diamond drillholes (1996 m) were drilled on the Nussir deposit. Five of the drill holes (1,432 m) were drilled as infill holes in the eastern part of the deposit to decrease the drill spacing from 250 m to 125 m. In addition, one deep diamond drill hole (564 m) was drilled in the central part of the Nussir deposit to confirm the extension of the mineralization in this previous undrilled zone. The drill hole successfully confirmed an 8.6 m intersection zone (7m true width) averaging 0.69% Cu (including 3.6 m averaging 1,09% Cu) from 541 m downhole. From the 2011 drill campaign, a total of 164 samples (including standards and blanks) were submitted to ALS Chemex laboratory in Piteå. All samples were analysed by 33 element four acid ICP-AES and Au, Pt and Pd 30 g Fire Assay ICP. In the mineralized zone the core were normally analysed on one meter intervals. However, additional samples of varying length were sampled in zones of interest.
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All pre-2011 drill hole collar locations were originally surveyed using a DPOS GPS (TOPCON) with an accuracy of 1-2 dm. The 2011 drill holes were surveyed using a handheld GPS with and later surveyed by DPOS GPS (TOPCON) in 2012. Downhole surveys have been done for all intact drillholes in 2012 using a pee-wee magnetic survey tool. The registered azimuth values in the upper part of some holes were influenced by magnetic rocks and had to be corrected. Gyro based downhole surveying was chosen during 2013 campaign to avoid this problem.
In 2017, 89 drillhole collars were re-measured using a more accurate (within 1-2cm) CPOS GPS instrument, in a re-survey program completed by the company GeoNord. The collar database used in the resource estimation covered in this report is summarised in Table 6-1, with respect to the positioning system used.
Table 6-1. Summary of Collar Positioning Systems – Nussir
| Method | Number | Proportion |
| Unknown (Channels) | 10 | 5% |
| Hand GPS | 15 | 7% |
| DPOS | 107 | 48% |
| CPOS | 89 | 40% |
| TOTAL | 221 | 100% |
Most of the drill holes have been drilled with success. However, in the central parts of the 9 km long mineralized horizon, four drill holes were abandoned before they reached the mineralization. This was due to strongly fractured rocks in an interpreted fault zone.
All cores were transported down to a warehouse with logging facilities and logged for geological, sampling and geotechnical purposes by in-house personnel.
Geotechnical data have been collected from some pre-2011 drill holes, including RQD, core recovery, fracture density and orientation, hardness and joint data. All core drilled from 2008 have been photographed. Data collected on the six diamond drillholes drilled from 2011, includes geology, down hole survey, sample, RQD, core recovery and assay data.
A summary of the current database, with relation to the different diamond drilling campaigns, to date is shown in Table 6-2.
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Table 6-2. Nussir Diamond Drilling Summary
| Year | Number
of Holes |
Length (m) | Average
Hole Length (m) |
Hole
Size |
Core
Diameter (mm) |
Drilling Company | Drill Rig |
| 1985 | 6 | 264 | 44 | AQ | 27 | - | - |
| 1986 | 2 | 496 | 248 | AQ | 27 | - | - |
| 1988 | 6 | 1,325 | 221 | AQ | 27 | - | - |
| 1990 | 24 | 1,893 | 78 | AQ | 27 | - | - |
| 1995 | 4 | 724 | 181 | AQ | 27 | - | - |
| 1996 | 4 | 1,182 | 296 | AQ | 27 | - | - |
| 2006 | 7 | 2,687 | 384 | - | 18 | Diamantboring Nord AS | Diamec 262 |
| 2007 | 1 | 78 | 78 | AQ | 27 | - | - |
| 2008 | 30 | 7,116 | 233 | BQTK | 36.5 | Arctic Drilling AS | Diamec 252 |
| 2011 | 6 | 1,996 | 333 | BQTK | 40.7 | Arctic Drilling AS | Diamec 252 |
| 2013 | 21 | 3,222 | 153 | BQTK | 40.7 | ADC Ltd. Oy | K1 with Sandvik drill |
| 2014 | 34 | 9,308 | 274 | NQ/BQ | 47.6/36.5 | Arctic Drilling AS | Atlas U6 and 264 |
| 2015 | 33 | 10,572 | 320 | NQ | 47.6 | Arctic Drilling AS | Atlas U6/264 |
| 2017 | 20 | 7,947 | 397 | NQ | 47.6 | Arctic Drilling AS/Rockma | Atlas U6/264, Sandvik DE 140 MT |
| 2019 | 13 | 3,912 | 301 | NQ | 47.6 | Arctic Drilling AS/Rockma | Atlas U6/264, Sandvik DE 140 MT |
| Total | 211 | 52,722 | 250 |
The 10 lines of channel samples that were taken in 1985 covered an average sampled length of 35 m/line. In 2006, 20 air percussive holes were also drilled, with an average length of 20 m, but samples from these percussive holes were not used in the current resource estimate. Selected core material including intersections from 2013 campaigns are stored in Skaidi, nearby the deposit. Core from 35 older holes are stored at the Norwegian Geological Survey in Løkken.
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6.2 Ulveryggen
6.2.1 Initial Exploration and Historical Open Pit Mining
The Repparfjord deposit was identified around 1900. The first trenches and shafts were opened in 1903 by the Swedish company “Nordiska Grufaktiebolaget”. In 1905, the company was granted a mining permit.
In 1955, 2,358 m of drilling was carried out by the Canadian company “Invex Corporation Ltd”. In 1963, a Norwegian company acquired the rights to the deposit. In the 1960s, the Norwegian company “AS National Industri” drilled around 10,000 m. Based on the geological work from this period, the deposit was estimated as 10 million ton averaging 0.72% Cu.
“Folldal Verk AS” acquired the rights to the deposit in 1970, and at the same time construction of mining and flotation facilities began. 2 years later in May 1972 the test production started, and full open pit production later the same year.
Mine development included 700 m of crosscuts, shafts and about 1,700 m of trenches, however, the grade of ore was found to be too low to allow for a profitable operation at that time. The Ulveryggen ore was mined and processed by Folldal Verk AS from 1972 until 1979.
The Repparfjord deposit produced 2 Mt of waste rock and 3 Mt of ore averaging 0.66% Cu from four small open pits. The deposit was opened by 4 open pits each 100-400 m long, 30-120 m wide and with 2-5 benches of 10 m height. For wintertime transport, a 2,500 m long haulage tunnel was driven 200 m under the open pit level. Ore was dumped through an ore pass down to the tunnel from where trucks hauled the ore to an ore pass leading to and feeding the primary crusher. An underground conveyor took the primary crushed ore to further crushing, milling and separation in the nearby processing plant.
The deposit outcrops at around 425 meter above sea level, and due the climatic conditions the crushing and processing facilities were placed at sea level around 4 km from the deposit. The ore was crushed and milled in 4 operations down to 80% under 0.074 mm in size. From the crude ore, 50,903 tons of concentrate with an average content of 35.5% Cu were processed. The copper mill recovery was 91.3% on average.
Since the closure of the mine, one of the pits has been used for disposal of cleaned drilling cuttings from the offshore oil activities. The filling is cement stabilized.
In 2011, Nussir ASA purchased the rights to the old Ulveryggen mine with all its existing facilities and access to complement the Nussir Project.
6.2.2 Geophysical survey
In October 2007 a helicopter-borne geophysical survey was completed around Ulveryggen. Measurements taken included magnetic, frequency-domain EM, spectral gamma ray radiometry data. These measurements were a small part (~40 km2) of a larger survey carried out south of Vargsundet.
During acquisition the crystal for the radiometric measurements was mounted directly at the bottom of the helicopter, whereas the magnetometer and the EM-transmitter and receiver coils were mounted in a bird hanging 30 m below the helicopter. The part of the survey around the Ulveryggen comprised 101 lines with a line spacing of 100 m. The average helicopter altitude was 65 m. These flight lines are shown in Figure 6-4.
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All collected data had a significant higher quality and resolution than earlier airborne data collected by the NGU in the same area in the seventieths. Maps were generated of magnetic field data, resistivity data and processed radiometric data for potassium, uranium and thorium ground concentrations.
Figure 6-4. Flight Lines of Geophysical Survey Lines, South of Repparfjord
[Source: NGU]
This survey showed that the delineation of EM and magnetic anomalies are related to overall district-scale structures. An example plan of the magnetic total field results are shown in Figure 6-5.
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Figure 6-5. Plan of Magnetic Total Field Results
[Source: NGU]

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6.2.3 Structural Mapping and Field XRF Analyses
Reconnaissance structural geological mapping and field XRF-analyses were carried out in the Ulveryggen area in August 2007. The preliminary conclusions from this work suggest a structural control of at least part of the mineralisation.
The plan in Figure 6-6 shows the localities of structural observations and the location of example XRF-profiles.
Figure 6-6. Plan of Structural Observation Localities

Observations at Hovedfelt suggest a relatively constant dip direction of the bedding to the NE. There appears to be a large antiform to the south of the studies area, with Ulveryggen being located on it north-western limb. At Hovedfelt and Vestfelt there is a significant brittle/ductile shear zone, seemingly associated with the high copper values within the meta-sediments. The shear zone in the Hovedfelt pit is shown in Figure 6-7. This shows a 35 m wide shear zone. The stereonet plot shows the dextral reverse kinematics of a number of sub-vertical striated fractures in the shear zone.
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Figure 6-7. View to NE of Hovedfelt Northeastern Face
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XRF analyses were carried out by using a Thermo Scientific NITON XLp Analyzer. A total of 179 analyses were made, including 133 analyses along seven profiles in three of the open pits at Ulveryggen, 32 analysis from the Roar prospect, which is located 2 km SW of the mining area, and some test anaylises of various mineralised boulders. Examples of these analyses are depicted in Figure 6-8. The analyses were mostly carried out along across-strike profiles in NE facing walls within the open pits, three profiles in the 'Hovedfelt' and 'Vestfelt', and a final profile in the NE-wall of the northeasternmost Erik pit. The analyses commonly show strong variation along each profile, but there are also example of rather homogeneous values.
Figure 6-8. Cu Analyses Along lower NE wall at Hovedfelt

The intimate spatial association of the locally very high Cu values and sheared volumes of the Ulveryggen Formation suggests a structural control on at least part of the mineralisation. The brittle/ductile shear zones are generally characterized by complex internal architectures, with irregular distribution of highly sheared and practically undeformed domains, separated by irregular fracture networks.
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6.2.4 Stream Sediment Sampling
Target areas in the Repparfjord District were identified, based on interpretation of geophysics, geochemistry, known geology and the stream sediment grades, as shown in Figure 6-9. Other targets exist in presumed sub-parallel structural zones.
Figure 6-9. Identified Exploration Targets
6.2.5 Drilling
Complete sets of data from 134 diamond drillholes have now been collated, as summarised in Table 6-3. A plan and 3D view of these data are shown in Figure 6-10 and Figure 6-11, respectively.
All the 2014 and 2017 drillholes are of NQ (47.6 mm) diameter. For the drilling since 2010, all remaining core is stored in the National core-storage facility at Løkken, except for core lengths near or inside the mineralised zones, which is kept at Blue Moon’s facility in Skaidi.
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Table 6-3. Ulveryggen Drilling Summary
| Sample Type | YEAR | Holes/ Channels |
Length (m) | Avg. Length/ Hole (m) |
Cu Samples |
| Surface
Drillholes |
pre-2010 | 83 | 11,141 | 134 | 3,988 |
| 2014 | 1 | 412 | 412 | 24 | |
| 2017 | 7 | 967 | 138 | 88 | |
| Sub-total | 91 | 12,520 | 138 | 4,100 | |
| U/g Drillholes | pre-2010 | 22 | 2,754 | 125 | 325 |
| 2010 | 21 | 1,464 | 70 | 455 | |
| Sub-total | 43 | 4,219 | 98 | 780 | |
| Total | 134 | 16,738 | 125 | 4,880 |
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Figure 6-10. Plan of Drillholes - Ulveryggen

Figure 6-11. 3D View of Drillholes Looking NE - Ulveryggen

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6.3 Historical Mineral Resources
There have been several historical mineral resources for the Nussir and Ulveryggen projects, which are summarized in this section. Blue Moon is not treating the historical estimates as current mineral resources or mineral reserves.
The Author of this report has not done sufficient work to classify any of the historical estimates discussed in this section as current mineral reserves or mineral resources. The Author has referred to these estimates as "historical estimates" and the reader is cautioned not to treat them, or any part of them, as current mineral resources. The historical estimates summarized below are included simply to provide the reader with a complete history of the Property. The Author of this report has reviewed the information in this section, as well as that within the cited references, and have determined that it is suitable for disclosure.
All stakeholders are cautioned that none are considered current and therefore should not rely on them due to being superseded by this report.
In 2012, the Author was commissioned by Nussir ASA for a mineral resource estimate that incorporated drilling from 1985 to 2011 (17,761 m in 90 core drill holes). The mineral resource estimate report was completed, titled “Nussir Report Estimation Updated May 2012” (Wheeler, 2012) and it is historical in nature and should not be relied upon. Subsequently in 2013, the Author was re-engaged for a mineral resource estimate update to include an additional 3,222 metres of drilling from 21 core drill holes. A report titled, “Nussir Report Estimation Updated
March 2014” was completed (Wheeler, 2013), The report is considered historical in nature and should not be relied upon.
In April 2016, Nussir ASA commissioned a PFS for the Nussir project. For the PFS, an updated mineral resource estimate report was completed, titled “Nussir Report Estimation Updated October 2016” that incorporated additional drilling results from 67 core drill holes totalling 19,880 metres. Both the PFS and the mineral resource are historical in nature and should not be relied upon.
The Author was commissioned by Nussir ASA in 2018 to update the mineral resource estimate to incorporate an additional 7,947 metres of drilling in 20 core drill holes. A report titled “Nussir Report Estimation Updated January 2018” was completed (Wheeler, 2018). This mineral resource is historical in nature, and it should not be relied upon.
In 2019, Nussir ASA commissioned a DFS for the Nussir project. The DFS, titled, “Nussir Feasibility Study 2023”, was supported by a mineral resource estimate that incorporated a further 3,912 metres of additional drilling in 13 core drill holes. Both the DFS and the mineral resource are historical in nature and should not be relied upon.
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7 GEOLOGICAL SETTING AND MINERALISATION
7.1 Nussir
7.1.1 Regional Geology- Nussir
The Nussir project area is situated within the Repparfjord-Komagfjord (Pharaoh et al. 1983) Precambrian tectonic window which was uplifted and exposed due to erosion of the overlying Caledonian nappes. The first detailed bedrock mapping of the region was carried out by Reitan (1963). Revised mapping of the northern part was done in the 1970’s by Pharaoh et al (1983). Later, more detailed mapping of the area was conducted by Nilsen & Nilsson (1996). Geochemical studies of the metavolcanic rocks were performed by Jensen (1996).
The bedrock of the window consists predominantly of metavolcanic and metasedimentary rock, as shown in Figure 7-1. The rocks are intruded by mafic, ultramafic and felsic intrusive rocks. Although geochronological constraints are generally scarce, the meta-supracrustal rocks are assumed to be primarily of Early Proterozoic age, even though the lowermost stratigraphic sequences might represent Archaean rocks, as suggested by the comparison to correlative sequences in inner Finnmark. The oldest metavolcanic unit within the Kautokeino Greenstone Belt has revealed an Archaean Age (~2780 Ma, A. Solli pers. comm. 2008). The Paleoproterozoic rocks are overlain by thin sequences of Neoproterozoic sediments. The basement rocks are overthrust by allochthonous rocks of the Caledonian Nappe Complex and have undergone multiphase deformation during the Svecokarelian and Caledonian orogenies.
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Figure 7-1. Nussir Geological Map
[NGU description of stratigraphic units]
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7.1.2 Mineralisation - Nussir
The Nussir deposit mineralisation is hosted by yellowish to greenish grey, banded, fine-grained sandstones and siltstones with common carbonate-rich layers. Studies of thin sections show that the rocks have strong variations in deformation, from well-preserved primary layering to strong ductile deformation (Sandstad, 2010). These show that the major ore minerals in the eastern part of Nussir are bornite and chalcocite. They mainly comprise cement of clastic grains of the sandstone and suggest a diagenetic origin for their deposition rather than strictly epigenetic formation, related to deformation of the host rock. Accessory sulphide minerals include chalcopyrite, covelite, wittichenite, carrollite, and cinnabar.
Gold (Au) and Silver (Ag) are closely associated with the Cu-mineralisation. Electrum (AuAg) has been identified at the contact and as inclusions and cracks in bornite. Ag also occurs in minerals associated with Tellurium (Te), Lead (Pb), Selenium (Se) and Bismuth (Bi). Platinum (Pt) most frequently occurs as microscopic grains of sperrylite that form clusters of inclusions in bornite and disseminated, interstitial grains in the silicate matrix of the sandstone.
Other sulphides are rare, although pyrite and molybdenite occur locally. Malachite is observed on surface outcrops. The mineralisation occurs as fine-grained impregnation fracture fillings. The thickness of the mineralised zone varies from zero to more than 4 meters.
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7.2 Ulveryggen
7.2.1 Regional Geology - Ulveryggen
The prospect area is comprised of folded Precambrian metasedimentary rocks of the Ulveryggen Formation, part of the Saltvatn Group, that are exposed in the Komagfjord tectonic window, within the Caledonian mountain belt of western Finnmark. Sediments in the general prospect area are typically sandstones and quartzites, trending to what have been previously described as conglomerates in the immediate area of the old Ulveryggen Mine (Nilsen, K. 2019). Evidence of ENE-trending faulting, roughly parallel to the regional trend of bedding, is strong, as is the presence of NNE-trending faulting, particularly obvious in the mine area. Occasional small mafic dikes are also present in the mine area. The Ulveryggen sedimentary units are fault-bounded to the south by older greenstones and to the north by probably younger sedimentary units.
7.2.2 Mineralisation - Ulveryggen
A plan of the area is shown in Figure 7-6. The mineralization occurs along a 2-kilometer trend between the two main faults and along a fan of smaller faults located in between. NNE-trending strike slip faults offset mineralization along the order of 10’s to several 100’s of meters. Copper mineralization, typically in the form of chalcopyrite, bornite, lesser chalcocite, and secondary malachite, is present as disseminations in conglomerates (partly interpreted as mylonites), on shears, along bedding, in cracks and fractures, and in small, sometimes cross-cutting, quartz veins and veinlets. The thickness of the mineralization appears to diminish with depth as the two main faults coalesce. However, there is strong mineral potential for more to be discovered, heretofore undiscovered, copper mineralization along strike of the main system, both to the east and west.
Clay alteration is apparent in narrow ENE-trending shear zones that have been previously described as thin argillite partings. Although extremely difficult to ascertain in hand samples, mass silicification of the quartzites is probable along the main ENE-trending fault zones.
In section the mineralisation is SE-dipping (from about 60o to vertical), often significantly widening to the top and narrowing to the bottom. Generally, the horizontal length of the mineralised zone is about 2.6 km, with widths up to 200 m, and a vertical extent of approximately 150 m.
Host rocks of the deposit are notably bedded and foliated with the foliation in many cases. The foliation is not necessarily parallel to the bedding, mostly dipping NW or SE with the angles of 22˚ to 40˚, marking gentle, almost symmetrical folds. It appears that NW-dipping predominates.
Mineralized metasedimentary rocks appear to be significantly silicified. Sometimes mineralization occurs as a set of mesothermal quartz veins with rich chalcopyrite-bornite mineralization. The main part of the economic mineralization in the mined-out John open pit is bounded between to two antithetic NE-striking, NW- and SE-dipping shear zones, as shown in Figure 7-2.
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Figure 7-2. John Open Pit, Looking SW
[Picture by Promin AS]
Striations observed in the Erik pit (Figure 7-3) appear flatter than striations in the Hovedfelt pit (Figure 7-4), which implies that the vertical component of the shear zone movement is progressively increasing in the SW direction, while the horizontal component is getting weaker. Kinematics of the shear zone appear to be dextral–normal (SE block uplifted), which is shown by observed shear zone fabrics (Figure 7-5), as well as by porphyroblast (pebbles) rotation.
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Figure 7-3. Erik Open Pit Looking N.
[Picture by Promin AS]
Figure 7-4. Hovedfelt Open pit, NE part, looking NE
[Picture by Promin AS]
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Figure 7-5. NW-dipping Mineralisation in Erik Open Pit
[Picture by Promin AS]
Numerous ductile shear zones with NW orientation cut and displace mineralization, while being mineralized themselves. The shear zone offsets on a larger scale affect the major ore bodies, as shown by the position of the existing pits. Some of the faults also demonstrate the presence of vertical movement component. The faults appear to be reverse in the mineralized faults and normal in the non-mineralized.
The appearance of the dextral shear zones suggests a model of a contractional imbricate fan. of a dextral (and of course reverse) shear zone. The northern (SE-dipping) shear zone appears to be the main structure, while the southern (NW-dipping) structures are in the form of a set of splays (shears), as shown in Figure 7-7. Vertically the shears are reverse, as would result from NW orientated compression, which is supported by the presence of NW-oriented tension gashes observed in the field.
Opening of both NW- and SE-dipping foliation planes due to more recent NE-orientated stresses is also suggested, as suggested by northern tension gashes. It appears that the higher-grade mineralization is related to the intersection of the NW-striking cross-faults with the main structure. Superposition of all or some of these factors caused the formation of the Ulveryggen mineralization, characterized by disseminated and fracture filling texture.
Impressions from the 2017 logging of drill cores indicate that parts of the conglomeratic zones may have been formed by alteration (silicification- carbonatization) of exhalitic volcanics, possibly in combination with larger scale alteration, mobilization and eventually Cu-mineralization by precipitation in the pressure shadows within shear zones. Chlorite in the
“conglomerate” matrix and relatively higher Ni- and Cr- background levels in correlation with Cu, may indicate a possible mafic volcanic source for the Ulveryggen mineralisation. Further studies of the Cu-genesis, high Cu-background data from old stream samples, as well as shear-zones, could help define possible promising exploration targets in vicinity of Ulveryggen area.
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Figure 7-6. Plan of Deposit Area and Main Tectonic Features
[After E. Plyuschev, 2008]
Green triangles – synthetic to main fault zone
Red triangles – antithetic to main fault zone
Figure 7-7. Section of Simplified Tectonic Framework
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8 DEPOSIT TYPE
8.1 Background
The two Cu-deposits, Nussir and Ulveryggen, have a similar composition of Cu-bearing sulphides. They are probably the result of a similar geological system. They represent examples of sedimentary-associated type of deposits, with many common features found in the Copperbelt in central Africa and Kupferschiefer in Poland and Germany, which include a continental rift environment, hot sub-aquatic conditions, shale/dolomite/conglomerate sequences, stratabound disseminated veinlets of Cu minerals, partly extensive alteration, syngenetic-diagenetic settings and epigenetic events
8.2 Nussir
The Nussir deposit is considered to be a stratabound sediment hosted copper deposit, and the mineralisation is interpreted as post-diagenetic. The Nussir deposit is a generally homogenous, Cu-ore zone with Ag, Au, some Pt and Pd. It was primarily deposited as a continuous dolomite-schist layer on the sea floor, with relatively little deviation in grade, thickness and other factors. Later events with folding, shearing and alterations have partly affected primary features.
Description of the Copperbelt deposits has many similarities with the mineralisation in the Repparfjord area, in particular with the Nussir deposit. They both have a base of conglomerates overlaid by dolomites and siltstones. Both are interpreted to be associated with deposition in rift basins.
Similar stratigraphy can also be seen in the Kupferschiefer in Poland. At the base there are clastic materials lying in a series of basins, mainly red sandstones and conglomerates, and the uppermost sections are composed of arenites and carbonates.
8.3 Ulveryggen
The Ulveryggen deposit is also considered to be a stratabound sediment hosted copper deposit, with a similar composition of copper-bearing sulphides to Nussir, but the general mineralogy and genetic setting is different. The Ulveryggen deposit constitutes a more complex orebody, described as sedimentary deposition of copper minerals within layers in sandstone-conglomeratic sequences. The Ulveryggen mineralisation has a different setting, interpreted as syngenetic shear-zones. The Au- Ag and Pt- Pd content is considerably lower at Ulveryggen than at Nussir.
The main Ulveryggen deposit area is dominated by two sub-parallel ENE-trending faults, dipping steeply towards each other. Known mineralization occurs in several pods along a 2-kilometer trend between the two main faults and along a fan of smaller faults located in between. The thickness of mineralization appears to diminish with depth as the two main faults coalesce. However, there is potential for more, heretofore undiscovered, copper mineralization along strike of the main system, both to the east and west.
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9 EXPLORATION
Blue Moon has not carried out any exploration work on the property. For a description of historical exploration work, including that completed by Nussir ASA and its predecessor companies (AS Prospektering and Terra Holdings), refer to Section 6 - History.
10 DRILLING
Blue Moon has not carried out any drilling work on the property. For a description of historical exploration work, including that completed by Nussir ASA, refer to Section 6 - History.
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11 SAMPLE PREPARATION, ANALYSIS AND SECURITY
11.1 Nussir
11.1.1 1984 to 1996
Descriptions of historical sampling methods, preparation and analysis by ASPRO have been recorded. The sample intervals are well defined. The sample intervals were picked based on mineralized or geological boundaries. Chemical analysis was normally made for one-meter intervals.
No cores before 1986 are available. Cores from 1986 to 1996 are stored at the central Norwegian core facility at the Norwegian Geological Survey, Lokken in Trondheim. Sampling and splitting of the cores were done by the company at the site, and sample preparation such as crushing and pulverizing was done by the laboratories.
Mercury Analytical Ltd. was responsible for assay analysis from 1984 to 1985. In 1988, six diamond drill holes were drilled. The holes were analysed by Caleb Brett Laboratories, England. In both cases, the analytical methods are not known, and the analysed core lengths are usually one meter or shorter.
These pre-2000 samples were analysed for Cu, Ag and Au. Cu-oxide mineralization is confined typically to the upper level of the deposit and, historically, non-sulphide Cu was not universally quantified by analysis of soluble Cu.
In 2002, 63 samples from nine holes were re-analysed for 47 elements by Aqua Regia digestion and ICP by OMAC Laboratories, Ireland. Only Ag among the precious metals was analysed. The samples are from drill holes Bh 21, 25, 26, 27, 28, 29, 35, 38 and 40, but only a few meters of each of the drill holes were analysed. The core was usually analysed for one-meter sections.
11.1.2 Terra Control/Nussir ASA 2006 to 2019
From 2006 to 2008, TerraControl (now Nussir ASA) and Nussir ASA drilled 43 (five were abandoned) diamond drill holes on the Nussir property.
Most of the core samples from 2006 and 2007 were marked on core boxes, and cut in half by the on-site geologist, Kjell Nilsen. The samples were placed in boxes and shipped to OMAC, Ireland, for analysis. The drill core boxes from the 2008 drilling campaign were shipped to ALS Chemex in Sweden, which did all the sample preparation based on the marked intervals made by Nussir`s on-site geologist.
Between 2006 and 2008, samples from 20 percussion drillholes and nine diamond drill holes were analysed for 46 elements using Aqua Regia digestion and ICP-OES by OMAC Laboratories, Ireland.
In 2008, 199 samples from four diamond drillholes (Bh 19, 20, 39, 40) were re-analysed for 46 elements, using four-acid ICP-AES and Pt, Pd, Au 30g Fire Acid ICP. Samples from 30 diamond drillholes were analysed in 2008 by 46 elements four-acid ICP-AES and Pt, Pd, Au 30g Fire Acid ICP.
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In 2011, six diamond drillholes were analysed by ALS Chemex laboratory in Sweden by 33 element four acid ICP-AES and Au, Pt and Pd 30 g Fire Assay ICP. In this campaign, intersections for assaying were identified by initial assaying using handheld XRF. In 2011 and 2013, external check samples were sent to SGS.
For the drilling campaigns in 2015, 2017 and 2019, ALS Chemex was used as the primary laboratory, and Labtium as the external check laboratory.
Sample preparation work has been done using ALS Chemex in Piteå, under instructions from
Nussir’s geologists, using the following steps:
| 1. | Sawing of core into two halves. | |
| 2. | Crushing of one-half sample, 70% < 2mm. | |
| 3. | Riffle splitting of crushed sample. | |
| 4. | Pulverising to 85% < 75 µm. | |
| 5. | Taking of sample for analysis. |
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11.1.3 Quality Assurance/ Quality Control
2008
During 2008, 1443 assay measurements were also made by OMAC, from core stemming from the 1990 drilling campaigns. Most of these were taken to provide measurements of previously unassayed core, but 69 overlapped with previous assays, measured in either Mercury Analytical or Caleb Brett laboratories. A diagram depicting these reassayed duplicates is shown in Figure 11-1 and a check analysis study of this data is summarised in Table 11-1.
Figure 11-1. Nussir - Reassayed Grade Comparison
Table 11-1. Summary of Reassay Cu Analysis - 2008
| HARD | Slope of | |||
| Number of | Precision | Correlation | Regression | Proportion |
| Pairs | @90% Rank | Coefficient | Line | Misclassified |
| 69 | 31% | 95.7% | 0.993 | 7.6% |
Notes
. Misclassification based on 0.3% Cu
. HARD = Half Absolute Relative Difference
. In HARD calculation, 10pmm used as level of precision
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2009-2011
This combined set of 110 check samples was analysed for the 2009 campaign, and the Cu grades are displayed diagrammatically in Figure 11-2.
Figure 11-2. Check Assay Scatterplot – 2009 Campaign.
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The results of an additional 2011 check analysis study are shown in the table below.
Table 11-2. Summary of 2011 Nussir Cu Check Assay Analysis
| HARD | Slope of | |||
| Number of | Precision | Correlation | Regression | Proportion |
| Pairs | @90% Rank | Coefficient | Line | Misclassified |
| 110 | 17.0% | 97.98% | 1.018 | 3.60% |
Notes
. Misclassification based on 0.3% Cu
. HARD = Half Absolute Relative Difference
. In HARD calculation, 10pmm used as level of precision
For the samples associated with the 2011 drilling campaign, the following quality control measures were taken:
| - | Standards (certified by Geostat Pty. Ltd.) and blanks were inserted for every ten samples, and at the start of every batch. |
| - | ALS inserted their own internal duplicates in the laboratory. Of the 141 samples assayed for the 2011 campaign, 4 internal duplicates were taken, as depicted in diagram in Figure 11-3 and summarised in Table 11-3. |
Figure 11-3. ALS Internal Duplicate Assays – 2011 Drilling Campaign
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Table 11-3. Summary of 2011 ALS Internal Duplicates
| Slope of | |||
| Number | Correlation | Regression | Proportion |
| of Pairs | Coefficient | Line | Misclassified |
| 4 | 99.8% | 0.997 | 0.0% |
Notes
. Misclassification based on 0.3% Cu
. All HARD (Half Absolute Relative Difference) levels below 5%
2013
For the 2013 campaign, 6-7 internal coarse duplicates were taken, out of 152 primary assays. The results from these duplicates are shown in Figure 11-4 and Table 11-4.
Figure 11-4. Internal Coarse Cu Duplicates - 2013
Table 11-4. Summary of Internal Coarse Duplicates - 2013
| Slope of | |||
| Metal | Number of | Correlation | Regression |
| Pairs | Coefficient | Line | |
| Cu | 7 | 99.9% | 0.99 |
| Au | 6 | 99.9% | 1.12 |
| Pd | 6 | 99.7% | 0.92 |
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During the 2013 campaign one blank was inserted for approximately every 10 samples. These blanks were prepared from local gabbro source. Of these 26 samples, only 2 showed any Cu grades above expected blank levels, as shown in Figure 11-5, representing 8% of the samples analysed. The cause of the 2 error values is not known.
Figure 11-5. Blanks’ Results – 2013
During 2013, 27 external duplicates were assayed at SGS, stemming from pulp material returned by ALS from the 2011 and spring 2013 campaigns. These results are summarised in Figure 11-6 and Table 11-5.
Figure 11-6. External Duplicates – 2013
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Table 11-5. External Duplicates’ Summary – 2013
| HARD | Slope of | ||||
| Metal | Number of Pairs |
Precision @90% Rank |
Correlation Coefficient |
Regression Line |
Proportion Misclassified |
| Cu | 27 | 8.2% | 99.8% | 0.901 | 3.7% |
| Ag | 27 | 25.0% | 99.1% | 0.980 | |
| Au | 27 | 28.0% | 99.2% | 1.090 | |
| Pd | 24 | 29.0% | 99.9% | 0.963 | |
| Pt | 12 | 14.0% | 99.9% | 1.060 |
Notes
. Misclassification based on 0.3% Cu
. HARD = Half Absolute Relative Difference
Three external standard samples were purchased from Geostat. The results of assays on two of these standards are shown in Figure 11-7. These cover both 2011 and 2013 results.
Figure 11-7. Standards’ Results - 2013
The results from these 2 standards are acceptable, with no check assays outside of 2 x standard deviation limits. Another lower grade standard was also assayed, and produced consistent results, but there appears to have been a misallocation of the standard ID, and so these results have not been used.
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2014-2015
A summary of the QA/QC samples taken through the 2014 and 2015 campaigns is shown below in Table 11-6.
Table 11-6. Summary of QAQC Samples – 2014 and 2015
| Type of Control | Number of Samples |
Number | Frequency | |
| Twin Samples | TS | 265 | 24 | 9% |
| Coarse Duplicates | CD | 265 | 2 | 0.8% |
| Fine Duplicates | PD | 265 | 19 | 7% |
| Standards | STD | 265 | 16 | 6% |
| Coarse Blanks | CB | 265 | 16 | 6% |
| Fine Blanks | FB | 265 | 21 | 8% |
| External Controls | EC | 265 | 30 | 11% |
| Total | 48% |
A summary of the 2015 field duplicates’ results is shown in Figure 11-8. These results show a relatively high proportion of errors. The 2014 and 2015 pulp duplicates’ results are shown in Figure 11-9. Both sets of results are acceptable.
In the 2014 campaign, primary samples were assayed at Labtium, with external assaying done at ALS. In the 2015 campaign, primary samples were assayed at ALS, with external assaying done at Labtium.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 68 |
Figure 11-8. 2015 Field Duplicates – Precision Analysis
Figure 11-9. Pulp Duplicates’ Analyses – 2014 and 2015
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 69 |
The external duplicates’ results are shown in Figure 11-10. These results are acceptable.
Figure 11-10. External Duplicates’ Analyses – 2014 and 2015

The coarse blanks’ results are shown in Figure 11-11. These results are acceptable.
Figure 11-11. Blanks’ Analyses – 2014 and 2015
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 70 |
2017
A summary of the QA/QC samples taken through the 2017 drilling campaign is shown in Table 11-7.
Table 11-7. Summary of QAQC Samples – 2017
| Type of Control | Number of Samples |
Number | Frequency | |
| Twin Samples | TS | 265 | 24 | 9% |
| Coarse Duplicates | CD | 265 | 2 | 0.8% |
| Fine Duplicates | PD | 265 | 19 | 7% |
| Standards | STD | 265 | 16 | 6% |
| Coarse Blanks | CB | 265 | 16 | 6% |
| Fine Blanks | FB | 265 | 21 | 8% |
| External Controls | EC | 265 | 30 | 11% |
| Total | 48% |
Precision analysis results for field duplicates are summarised in Figure 11-12 and Table 11-8. The proportion of errors is greater than the usual 10% error threshold for acceptability. However, one of the error pairs is almost directly on the error limit failure line. If this one error was removed, the proportion of errors would be reduced to 13%.
Figure 11-12. Precision Analysis – Field Duplicates - 2017
Table 11-8. Precision Analysis – Field Duplicates - 2017
| Number of | |||
| Type | Pairs | Failed | Error % |
| PD - Cu | 24 | 4 | 17% |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 71 |
Coarse duplicate measurements were very limited but are shown graphically in Figure 11-13. Precision analysis results for pulp duplicates are summarised in Figure 11-14 and Table 11-9. These results are quite acceptable.
Figure 11-13. Precision Analysis – Coarse Duplicates - 2017

Figure 11-14. Precision Analysis – Pulp Duplicates - 2017

Table 11-9. Precision Analysis – Pulp Duplicates - 2017
| Type | Number of Pairs | Failed | Error % |
| PD - Cu | 18 | 1 | 5.6% |
Results for standards’ analysis are shown in Figure 11-15 and Table 11-10. These results are consistently acceptable.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 72 |
Figure 11-15. Standard Analyses’ Graphs – Cu% - 2017

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 73 |
Table 11-10. Standards’ Results Summary and Global Accuracy - 2017
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 74 |
Coarse blanks’ results are summarised in Figure 11-16. This shows consistently acceptable results, as well as no relationship with previous assays, indicating no contamination during sample preparation.
Figure 11-16. Coarse Blanks’ Assays - 2017

All fine blanks’ Cu assays were below the level of detection, indicating no contamination during analysis.
The lack of coarse duplicates results means there is no direct measure of the precision of sample preparation. That withstanding, it may be concluded that overall, the 2017 QA/QC results are generally acceptable.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 75 |
2019
A summary of the QA/QC samples taken through the 2019 drilling campaign is shown in Table 11-11.
Table 11-11. Summary of QAQC Samples – 2019
| Type of Control |
Number of Primary Samples |
Number | Frequency | |
| Twin Samples | TS | 100 | 9 | 9% |
| Coarse Duplicates | CD | 100 | 11 | 11% |
| Fine Duplicates | PD | 100 | 11 | 11% |
| Standards | STD | 100 | 5 | 5% |
| Coarse Blanks | CB | 100 | 9 | 9% |
| Fine Blanks | FB | 100 | 0 | 0% |
| External Controls | EC | 100 | 10 | 10% |
| Total | 55% |
Precision analysis results for all forms of duplicates are shown in Figure 11-17, Figure 11-18 and Figure 11-19: no errors were apparent.
Standards’ results are summarised in Figure 11-21 and Figure 11-22; no errors were apparent.
Coarse blanks’ results are shown in Figure 11-20. Although of the assays are rather high, there appears to be no relationship with the previous assays.
Figure 11-12 and Table 11-8. The proportion of errors is greater than the usual 10% error threshold for acceptability. However, one of the error pairs is almost directly on the error limit failure line. If this one error was removed, the proportion of errors would be reduced to 13%.
Results for the external check Cu samples, which were sent to Labtium, are shown in Figure 11-23. The show very low bias results, and those check samples which were outliers had extremely low grades, of less than 0.005% Cu.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 76 |
Figure 11-17. Field Duplicates’ Results -2019
| Number of | |||
| Type | Pairs | Failed | Error % |
| PD - Cu | 9 | 0 | 0% |
Figure 11-18. Coarse Duplicates’ Results -2019
| Number of | |||
| Type | Pairs | Failed | Error % |
| PD - Cu | 11 | 0 | 0% |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 77 |
Figure 11-19. Pulp Duplicates’ Results -2019
| Number of | |||
| Type | Pairs | Failed | Error % |
| PD - Cu | 11 | 0 | 0% |
Figure 11-20. Coarse Blanks’ Results – 2019
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 78 |
Figure 11-21. Standard 910-11 Results 2017-2019
Figure 11-22. Standard 310-1 Results 2017-2019
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 79 |
Figure 11-23. External Check Sample Results – 2019
| Number of Pairs | R2 | m | Error (m) | b | Bias | ||
| 10 | 1.00 | 0.97 | 0.008 | 0.000 | 2.53% | ||
| Number Accepted | Outliers | Outliers % | R2 | m | Error (m) | b | Bias |
| 7 | 3 | 30% | 1.00 | 0.97 | 0.011 | 0.001 | 2.63% |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 80 |
11.1.4 Density Measurements
Density measurements were done by Promin. Selected drill core billets were accurately cut and then polished to have a cut that was as close to 90° as possible (at SINTEF). The length was then measured four times around the circumference of the drill core and averaged.
The same was done with the diameter of the core; measured 4 times and averaged. The resulting volume was then used as the volume for the core billet. Along with the dry weight, the density was then calculated. The drill cores were also inspected for any chippings or other damage to the cylinder shape, to check the volume calculation was not affected.
11.1.5 Summary
Up to the end of 2013, the Nussir deposit database stemmed primarily from 108 drillholes, with 1,974 samples. In the 2009 sampling campaign, assays were obtained from OMAC and ALS laboratories. During April-May 2011, 93 samples were sent for check assay to the ALS laboratory (which had originally been assayed by OMAC) and 17 samples were sent for check assay to the OMAC laboratory (which had originally been assayed by ALS). Up to the end of 2009, this gave 110 check assay measurements, approximately 1 in 12 of the available assays, which was considered an acceptable proportion of samples.
For the 2011 and 2013 drilling campaigns, primary samples were analysed by ALS Chemex in Sweden, using four-acid ICP-AES. External duplicates were analysed at SGS laboratories in Bor, Serbia.
In the 2014 campaign, primary samples were assayed at Labtium, with external assaying done at ALS. In the 2015-2019 campaigns, primary samples were assayed at ALS, with external assaying done at Labtium.
The standards (Geostats Pty, Ltd.) used for Nussir work are summarised below:
Table 11-12. Summary of Sample Standards
| Campaigns | Standard | Certified Cu Grade |
| Cu % | ||
| Prior to 2014 | GBM303-8 | 1.395 |
| GBM309-4 | 2.233 | |
| GBM907-14 | 0.813 | |
| 2014 -2019 | GBM310-1 | 0.579 |
| GBM910-11 | 0.131 |
11.2 Ulveryggen
11.2.1 Sample Preparation and Analysis
In 2014 and 2017, the diamond drillhole samples were analysed by ALS Chemex laboratory in Sweden by four acid ICP-AES. The selection of intersections for assaying was also assisted by initial assaying using handheld XRF.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 81 |
Sample preparation work has been done using ALS Chemex in Piteå, under instructions from Nussir’s geologists, using the following steps:
| 1. | Sawing of core into two halves. | |
| 2. | Crushing of one-half sample, 70% < 2mm. | |
| 3. | Riffle splitting of crushed sample. | |
| 4. | Pulverising to 85% < 75 µm. | |
| 5. | Taking of sample for analysis. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 82 |
11.2.2 Quality Assurance/ Quality Control
2014
In terms of sample preparation and QA/QC, the Ulveryggen drillholes completed in 2014 were part of the drilling campaign for the neighbouring Nussir deposit. A summary of the QA/QC samples taken through the 2014 and 2015 campaigns for Nussir is shown below in Table 11-13.
Table 11-13. Summary of QAQC Samples – 2014 and 2015
| 2014 | 2015 | Combined | ||||
| Number | Proportion | Number | Proportion | Number | Proportion | |
| Primary Samples | 324 | 247 | 571 | |||
| Field Duplicates | 0 | 0.0% | 23 | 9.3% | 23 | 4.0% |
| Pulp Duplicates | 4 | 1.2% | 21 | 8.5% | 25 | 4.4% |
| External Duplicates | 14 | 4.3% | 13 | 5.3% | 27 | 4.7% |
| Blanks | 4 | 1.2% | 12 | 4.9% | 16 | 2.8% |
| Standards | 14 | 4.3% | 18 | 7.3% | 32 | 5.6% |
| Total | 11.1% | 35.2% | 21.5% | |||
A summary of the 2015 field duplicates’ results is shown in Figure 11-2. These results show a relatively high proportion of errors. The 2014 and 2015 pulp duplicates’ results are shown in
Figure 11-25. Both sets of results are acceptable.
In the 2014 campaign, primary samples were assayed at Labtium, with external assaying done at ALS. In the 2015 campaign, primary samples were assayed at ALS, with external assaying done at Labtium.
Standards’ results were acceptable, and although there were not sufficient of them for the same standard ID to present graphically. The standards used are summarised below.
Table 11-14. Summary of Standards Used for Ulveryggen
| Standards | Target Range |
| Cu ppm | |
| GBM908-5 | 447-549 |
| MRGeo08 | 567-695 |
| OGGeo08 | 7680-9400 |
| OREAS-45P | 992-1215 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 83 |
Figure 11-24. 2015 Field Duplicates – Precision Analysis
Figure 11-25. Pulp Duplicates’ Analyses – 2014 and 2015
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 84 |
The external duplicates’ results are shown in Figure 11-26. These results are acceptable.
Figure 11-26. External Duplicates’ Analyses – 2014 and 2015
The coarse blanks’ results are shown in Figure 11-27. These results are acceptable.
Figure 11-27. Blanks’ Analyses – 2014 and 2015
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 85 |
2017
In terms of sample preparation and QA/QC, the seven Ulveryggen drillholes completed in 2017 were part of the drilling campaign for the neighbouring Nussir deposit. A summary of the QA/QC samples taken through the 2017 campaign for Nussir is shown below in Table 11-15. Of the 265 total primary samples assayed, 177 came from the Nussir drilling, 88 came from Ulveryggen.
Table 11-15. Summary of QAQC Samples – 2017
| Type of Control | Number of Samples |
Number | Frequency | |
| Twin Samples | TS | 265 | 24 | 9% |
| Coarse Duplicates | CD | 265 | ||
| Fine Duplicates | PD | 265 | 19 | 7% |
| Standards | STD | 265 | 16 | 6% |
| Coarse Blanks | CB | 265 | 16 | 6% |
| Fine Blanks | FB | 265 | 21 | 8% |
| External Controls | EC | 265 | 30 | 11% |
| Total | 48% |
Precision analysis results for field duplicates are summarised in Figure 11-28 and Table 11-16. The proportion of errors is greater than the usual 10% error threshold for acceptability. However, one of the error pairs is almost directly on the error limit failure line. If this one error was removed, the proportion of errors would be reduced to 13%.
Figure 11-28. Precision Analysis – Field Duplicates - 2017
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 86 |
Table 11-16. Precision Analysis – Field Duplicates - 2017
| Number of | |||
| Type | Pairs | Failed | Error % |
| PD - Cu | 24 | 4 | 17% |
Precision analysis results for pulp duplicates are summarised in Figure 11-29 and Table 11-17 These results are quite acceptable.
Figure 11-29. Precision Analysis – Pulp Duplicates - 2017
Table 11-17. Precision Analysis – Pulp Duplicates - 2017
| Type | Number of Pairs | Failed | Error % |
| PD - Cu | 18 | 1 | 5.6% |
Results for standards’ analysis are shown in Figure 11-30 and Table 11-18. These results are consistently acceptable.
Coarse blanks’ results are summarised in Figure 11-31. This shows consistently acceptable results, as well as no relationship with previous assays, indicating no contamination during sample preparation.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 87 |
Figure 11-30. Standard Analyses’ Graphs – Cu% - 2017

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 88 |
Table 11-18. Standards’ Results Summary and Global Accuracy - 2017
Figure 11-31. Coarse Blanks’ Assays - 2017
All fine blanks’ Cu assays were below the level of detection, indicating no contamination during analysis. The absence of coarse duplicates results means there is no direct measure of the precision of sample preparation. That withstanding, it may be concluded that overall the 2017 QA/QC results are generally acceptable.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 89 |
11.3 Core and Sample Storage
Drill core is stored at Blue Moon’s’s facility at Skaidi and at the NGU national archive in Løkken. Both are secure lockable facilities. The Author has visited them both. A summary of the core inventories is shown in Table 11-8.
Table 11-19. Summary of Core Inventories
| Location | Description | Holes | Length m |
Average Length per Hole (m) |
|
| Skaidi | Nussir | Complete Holes | 11 | 3,028 | 275 |
| Nussir | Mineralised Intersections | 79 | 1,162 | 15 | |
| Lokken | Nussir | 166 | 33,909 | 204 | |
| Ulveryggen | 23 | 1,805 | 78 | ||
Rejects and pulp material from 29 Nussir holes (all from 2014) and 1 Ulveryggen hole are stored at Løkken, stemming from the preparation of 289 samples. There is also reject and pulp material at the core shack in Skaidi, but there is no inventory available for this at the current time.
11.4 Overview
There have been five laboratories associated with the Nussir and Ulveryggen project over the year (Table 11-20). Three of the five laboratories have ISO 17025 accreditation. It should be noted that none of the laboratories involved in either project have or have had interests in the project or the operators, which includes Nussir ASA.
In the opinion of the Author, the QA/QC results overall are acceptable and support the use of the available samples for resource estimation purposes on the Nussir and Ulveryggen deposits.
Table 11-20. Summary of Analytical Laboratories
| Years | Accreditation | |
| Mercury Analytical | 1984-1985 | |
| Caleb Brett Laboratories | 1988 | |
| OMAC Laboratories | 2002-2008 | ISO/IEC 17025 |
| Labtium | 2014 | ISO/IEC 17025 |
| ALS Chemex | 2008-2019 | ISO/IEC 17025 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 90 |
12 DATA VERIFICATION
Data verification steps completed by the Author include:
| · | Site visits to Nussir, before, during, and after exploration drilling campaigns. |
| · | Site visit to Ulveryggen, including open pits and exploration adit. |
| · | Check review of example Nussir drill core, at Skaidi and the NGU core storage in Lokken. |
| · | Check of collar positions relative to surface maps. |
| · | Check of data base integrity through drillhole data processing, statistical analysis, visualisation and plotting. |
| · | Additional checking of Ulveryggen sample data relative to underground adit model. |
12.1 Site Visits
In 2007, the Author walked the entire strike length of the Nussir deposit outcrop and project area. In 2014, the Author visited Nussir during that year’s drilling campaign. Pictures of the general topography at Nussir and a typical drill rig set-up are shown in Figure 12-1 and Figure 12-2, respectively. The Author most recently visited Nussir between January 14 and 16, 2025.
The Author has also done check review work of example Nussir and Ulveryggen drill core, at Skaidi (Figure 12-5) and the NGU core storage in Løkken.
The Author also visited the Ulveryggen site in 2010, which included the old open pit areas and the underground drilling locations. He also visited Ulveryggen between January 14 to 16, 2025. A picture of some of the old pit workings is shown in Figure 12-3. This shows copper-staining on the pit wall, the sheared nature of mineralized zones, and looks across to the hills just to the west of the Nussir deposit. A picture directly into the some of the old pit working is shown in Figure 12-4.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 91 |
Figure 12-1. Looking West Along Topography at Nussir
Figure 12-2. Looking North at Drilling Rig Set-Up – Nussir
Figure 12-3. South-East Wall of Holvedfelt Pit, Ulveryggen
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 92 |
Figure 12-4. Looking Eastwards into Old Pit Workings, Ulveryggen

Figure 12-5. Skaidi Core Shack

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 93 |
12.2 Drillhole Data
12.2.1 Collar Data
The Author did his own GPS checks of Nussir 5 example historic and recent drillhole collar positions at Nussir during his 2014 site visit. Any XY errors were within 2 m; no anomalies were detected that would be material to any mineral resource estimate.
The drillhole collars for both Nussir and Ulveryggen, which have been measured by DPOS or CPOS, have been checked for elevation against LiDAR topographical data. Histograms comparing LiDAR elevation differences, and the DPOS/CPOS systems, is shown in Figure 12-6. A summary of the elevation differences from this check exercise for Nussir is shown in Table 12-2 , and elevation differences have been plotted as histograms in Figure 12-7. A summary of the elevation differences for Ulveryggen is shown in Table 12-3, and elevation differences have been plotted as histograms in Figure 12-8.
In 2019 Nussir also completed their own check exercise on azimuths of drillhole collars. For the original survey file, 65 holes only had one measurement, i.e. 156 had a proper series of downhole measurements. Of these 65, 33 hole-collars’ azimuths were remeasured in 2019 using Devico equipment. The results of the horizontal displacements, at end of these holes due to the azimuth differences, is shown in Table 12-1.
Table 12-1. Summary of Horizontal Displacements - Azimuth Differences – Nussir
| Parameter | Value |
| Number of Collars | 30 |
| Mean | 4.90 |
| Median | 37.76 |
| Prop'n exceeding 0.5m | 33% |
| Prop'n exceeding 1m | 23.3% |
| Prop'n exceeding 5m | 10.0% |
For these check data, observations include:
| · | For Nussir, there does not appear to be in appreciable difference in elevation accuracy between DPOS and CPOS measurements. |
| · | The azimuth check testing has identified 3 of the holes with high differences. Two of these three holes did not intersection mineralisation, and the remaining hole has negligible effect of the zones’ interpretation. |
| · | In general, the elevation differences seem worse for Ulveryggen than Nussir. However, this might be due to difficult type of topography at Ulveryggen, with many very steep faces and slopes left by the open pit mining, making the LiDAR pick-up more difficult. |
| · | The distribution of LiDAR errors is near normal, not indicating any positive or negative bias. |
| · | The proportion of +2m and +5m LiDAR errors are rather high, and efforts should be made in the future to reduce these. |
| · | There does not appear to be any relationship between higher elevation differences and X-Y position, as shown in Figure 12-9. |
| · | It is considered the errors encountered from this validation exercise do not have any appreciable effect on the current MRE. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 94 |
Figure 12-6. Histograms of Collars’ LiDAR Errors - Nussir

Figure 12-7. Histograms of Collars’ Elevation Differences with LiDAR - Nussir

Table 12-2. Summary of Collars’ Elevation Differences with LiDAR - Nussir
| Parameter | All Holes | Mineralised Holes |
| Number of Collars | 221 | 178 |
| Mean Absolute Difference (m) | 1.66 | 1.42 |
| Median Absolute Difference (m) | 0.83 | 0.80 |
| Prop'n exceeding Mean+3SD | 2.7% | 2.2% |
| Prop'n exceeding 2m | 21.7% | 18.5% |
| Prop'n exceeding 5m | 7.2% | 5.1% |
| Prop'n exceeding 10m | 2.7% | 1.7% |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 95 |
Figure 12-8. Histograms of Collars’ Elevation Differences with LiDAR - Ulveryggen

Table 12-3. Summary of Collars’ Elevation Differences with LiDAR – Ulveryggen
| Parameter | All Holes * | Mineralised Holes | |
| Number of Collars | 93 | 67 | |
| Mean Absolute Difference (m) | 2.48 | 2.76 | |
| Median Absolute Difference (m) | 1.77 | 2.11 | |
| Prop'n exceeding Mean+3SD | 0.1% | 0.0% | |
| Prop'n exceeding 2m | 46.2% | 50.7% | |
| Prop'n exceeding 5m | 14.0% | 16.4% | |
| Prop'n exceeding 10m | 2.2% | 3.0% |
Notes
* Surface holes unaffected by open pit mining
Figure 12-9. Plan of LiDAR Differences with Collar Elevation - Nussir
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 96 |
12.2.2 Drillhole Core
The site visits included a check review of example Nussir and Ulveryggen drill core, at Skaidi and the NGU core storage in Lokken. The holes from which mineralised intersections were checked are summarised in Figure 12-10. The items reviewed during this work included:
| · | Correspondence between logged and actual lithologies. |
| · | Correspondence between mineralisation and marked sample limits with the database. |
| · | Any notable aspects of copper mineralisation. |
Examples of core photos from the Author’s core review at Lokken are shown in Figure 12-11 to Figure 12-16. The red blocked-out sections are the main zone intersections, with average zone intersection grades shown above. In these reviews the mineralisation and lithologies observed correspond well with the database information.
In the Author’s opinion, the geological data used to inform the Nussir and Ulveryggen resource estimation work were collected in line with industry good practice as defined in the Canadian Institute of Mining and Metallurgy and Petroleum (CIM) Mineral Resources and Mineral Reserves Best Practice Guidelines.
Figure 12-10. 3D View of Holes, Showing Holes of Core Review

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 97 |
Figure 12-11. Hole NUS-DD-90-009
[24-27.8m, 1.48%Cu, 35.3g/tAg, 0.07g/tAu]

Figure 12-12. Hole NUS-DD-90-017
[73.85-77.7m; 1.82%Cu, 16.1g/tAg, 0.15g/tAu]
Figure 12-13. Hole NUS-DD-90-021
[97-100m; 1.23%Cu, 15.5g/tAg, 0.15g/tAu]
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 98 |
Figure 12-14. Hole NUS-DD-14-001
[1078.85-1088.4m, 0.94%Cu, 11.7g/tAg, 0.28g/tAu]

Figure 12-15. Hole NUS-DD-15-030
[445.6-449.2m; 1.22%Cu, 27.3g/tAg, 0.16g/tAu]
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 99 |
Figure 12-16. Hole ULV-DD-17-06
[95.3-100.2m; 0.58%Cu]

12.3 Database
Check of database integrity was through operations including:
| · | Range checks. | |
| · | Checks of tabulated data. | |
| · | Drillhole data processing. | |
| · | Statistical analysis | |
| · | Visualisation and plotting. |
Any discrepancies found were discussed and resolved through communication with Nussir geologists.
In the case of Ulveryggen, there was additional checking of Ulveryggen sample data relative to underground adit model and the old open pit workings.
12.4 Overview
Although there are some differences of the collar elevation with respect to LIDAR data, the Author considers that these differences have negligible effect on the resources’ evaluation at Nussir and Ulveryggen projects.
In the Author’s opinion, the geological data used to inform the Nussir and Ulveryggen resource estimation work were collected in line with industry good practice as defined in the Canadian Institute of Mining and Metallurgy and Petroleum (CIM) Mineral Resources and Mineral Reserves Best Practice Guidelines.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 100 |
13 MINERAL PROCESSING AND METALLURGICAL TESTING
13.1 Overview
Several metallurgical test work programs have been executed under Nussir ASA project development on the Nussir and Ulveryggen copper deposits. Three major test work programs were performed between 2010/11 and 2019:
| · | “An Investigation into RECOVERY OF COPPER FROM THE KVALSUND DEPOSIT” prepared for NUSSIR ASA, SGS Project 12527-001 – Final report, dated May 9, 2011. |
| · | For a historical PFS in 2016; “SGS Lakefield “An Investigation into PRE-FEASIBILITY LEVEL METALLURGICAL TESTING ON SAMPLES FROM NUSSIR AND ULVERYGGEN COPPER DEPOSITS” prepared for NUSSIR ASA, SGS Project 12527-003 – Final Report, dated Aug 17, 2016. |
All test work has been done by SGS Lakefield, Canada, and are documented in separate reports. Canadian consultant and flotation provider, Woodgrove Technologies, took part in coordinating the test programs. The Ulveryggen deposit was in production from 1972 to 1979, with documented process plant performance.
The two deposits yield copper concentrate grades and copper recoveries that are very high compared to most copper deposits in the world. The reason for the high concentrate grade is due to the high amount of bornite and chalcocite in the deposits. The high copper recovery is due to the clean ore with practically no other sulphides, no oxidised ore and beneficial grind size for efficient flotation.
The following types of metallurgical samples were taken in the historical 2019 DFS testwork and sent to SGS for different metallurgical tests, including but not limited to grindability and flotation testing.
| 1. | Composite Samples. Three different spatial composites from Nussir were prepared. |
| 2. | Variability Samples. 15 were taken from Nussir, and 3 from Ulveryggen. |
The spatial composites from Nussir are summarised in Table 13-1 and are depicted in long section in Figure 13-1. QEMSCAN analysis verified their original assay results, as well as providing additional metallurgical data on the mineralogical makeup of the composites. All three composites were dominated by bornite, with lesser chalcopyrite (Composite 3) and chalcocite (Composite 1).
Table 13-1. Summary of Nussir Composite Metallurgical Samples
| Element | Unit | Comp 1 | Comp 2 | Comp 3 |
| Cu | % | 1.10 | 1.53 | 1.18 |
| Au | g/t | 0.19 | 0.16 | 0.11 |
| Ag | g/t | 17.6 | 20.1 | 12.4 |
| S | % | 0.36 | 0.67 | 0.61 |
| Total Weight | kg | 10.43 | 28.42 | 47.07 |
| Number of Holes | 3 | 5 | 6 |
A more detailed breakdown of the assays from the three prepared composites is shown in Table 13-2.
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Table 13-2. Assay Breakdown of Nussir Composite Metallurgical Samples

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Figure 13-1. Nussir Long Section - Locations of Composite Metallurgical Samples
Figure 13-2. Nussir Long Section – Drillholes Used for Variability Metallurgical Samples
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| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 103 |
13.2 Variability and Hardness Testing
The drillholes used for providing the variability samples from Nussir are depicted in long section in Figure 13-2. The grades of all the variability samples are summarised in Table 13-3. The variability samples were submitted for comminution testwork, including SAG Power Index test (SPI®), Bond Ball Mill Work Index (BWI), ModBond test, and Bond Abrasion Index (AI) test. These results are summarised in Table 13-4.
Table 13-3. Variability Samples Head Assays
Table 13-4. Nussir Deposit Grindability Statistics
Based on statistical analysis of the results, the SPI and BWI results indicate the Nussir material as being soft to moderately hard, and slightly abrasive. The Ulveryggen sample results were categorised as moderately hard to hard, and very abrasive.
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13.3 Locked Cycle Testing
A series of locked cycle tests and comparable open-circuit batch tests for each of the spatial composites. The batch and locked cycle test results compared well, with concentrate grades slightly higher in the batch tests and recoveries approximately 2-4% higher in the locked cycle tests. The two ore bodies gave similar results under the conditions tested.
Figure 13-3. Locked Cycle Test Flowsheet
The results of the locked cycle tests and the comparable open-circuit batch tests for each composite, as well as two of the variability samples were also selected for locked cycle testing along with the comparable open-circuit batch test. The results are provided in Table 13-5.
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Table 13-5. Locked Cycle and Open Circuit Test Results Summary

The average copper grade of the final concentrates was 53.3% Cu and recovery was 92.5%. The average copper grade of the final concentrates for the three Ulveryggen samples was 60.8% Cu and recovery was 90.4%.
There was no evidence of a relationship between the copper head grade and copper recovery. Overall, the test results indicated that high copper grades and recoveries are feasible for all samples under the conditions applied.
13.4 Material Sorting Studies
A sorting study on Nussir copper mineralization was conducted by Comex and it was completed on December 19, 2024. The objective of the study was to evaluate the potential of employing a multi-sensor sorting technology, utilizing X-ray Transmission (XRT) and X-ray Fluorescence (XRF) sensors. Drill core samples containing copper minerals were provided by the Nussir ASA and crushed to optimize grain shape and element release before testing. The XRT sensor classified the material into three categories: high-grade, low-grade, and waste. Initial results indicated that a significant portion of the waste fraction still contained copper, necessitating an additional refinement step using XRF to further separate copper-rich particles.
The combined sorting process achieved a pre-concentration of the feed material from 0.57% Cu to 1.28% Cu while reducing the waste fraction by 31.1% of the total input. The final waste contained only 0.11% Cu, resulting in a metal recovery efficiency of 94.4% with minimal copper losses. The study confirmed that sorting technology is a viable method for pre-concentration, allowing for the removal of low-grade material early in processing. However, Comex is recommending larger-scale tests to account for variability in the copper mineralization and therefore further optimize the sorting parameters to maximize effectiveness.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 106 |
14 MINERAL RESOURCE ESTIMATE
14.1 Nussir
14.1.1 Data Collation
The sample database has been updated by a Norwegian geologist (who has a mining degree from the Norwegian university of Science and Technology), culminating in a single updated Excel workbook, with separate sheets including:
| · | Collar coordinates. As compared with previous estimates, all coordinates have been updated for the UTM system, WGS84, zone 35. All of the drillhole collars from 1985 to 2019 were measured by DPOS GPS, with an accuracy of 0.2-0.5 m. After this, drillhole collars have been measured with a handheld GPS, with an accuracy of approximately 5 m. During 2017, there was a CPOS survey campaign (tied into a base station), campaign going over old and current drill holes, with an accuracy of 2-5 cm. This was done for almost all drill holes, and also included re-measuring of drillholes’ collars from 2008 or later, that had not been previously measured with DPOS. |
| · | Downhole Survey data. Measurements in holes from 2008, 2011 and resurveying of 21 holes drilled in 1990 and 94, stem from a magnetic PeeWee tool rented from Devico in Norway. All 21 holes drilled in 2013 were surveyed by the drilling crew using a Reflex gyro instrument. 16 holes were surveyed prior to 2011 with magnetic equipment and 30 diamond drill holes, and 20 percussion holes remain un-surveyed. Since 2014, two different Devico devices were used. A Deviflex instrument has been mostly used, which employs lasers and gravitation, where the azimuth Is dependent on the first assumed azimuth. A Devishot instrument has also been used (in approximately 9% of survey measurements), which is a magnetic instrument. |
| · | Assay Results. The contained assayed grades of Cu, reassayed Cu (handheld XRF, where measured), Ag, Au, reassayed Au, Pd and Pt. A summary of all drillholes and Cu sample data is shown in Table 14-1. |
| · | Lithology Logs. This contained log data fields which included: |
| · | Geological grouping |
| · | Formation |
| · | Lithological code |
| · | Mineralisation codes |
| · | Alteration code |
| · | Structural code |
| · | Geological description |
| · | Density Measurements. |
After import of these data sets into Datamine, the data files were combined and then ‘desurveyed’ so as to obtain the complete three-dimensional coordinates of each sample. These data could then be viewed in three-dimensions, plan, cross-section or long-section.
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Table 14-1. Holes and Cu Sample Data Summary - Nussir
| Sample Type |
YEAR | Holes/ Channels |
Length (m) | Cu Samples |
| Channel Samples |
1985 | 10 | 35 | 10 |
| 1985 | 6 | 264 | 31 | |
| 1986 | 2 | 496 | 28 | |
| 1988 | 6 | 1,325 | 69 | |
| 1990 | 24 | 1,893 | 431 | |
| 1995 | 4 | 724 | 59 | |
| 1996 | 4 | 1,182 | 66 | |
| 2006 | 7 | 2,687 | 101 | |
| Diamond | 2007 | 1 | 78 | 17 |
| Drillholes | 2008 | 30 | 7,116 | 605 |
| 2011 | 6 | 1,996 | 141 | |
| 2013 | 21 | 3,222 | 126 | |
| 2014 | 34 | 9,308 | 326 | |
| 2015 | 33 | 10,572 | 283 | |
| 2017 | 20 | 7,947 | 186 | |
| 2019 | 13 | 3,912 | 100 | |
| Total DD | 211 | 52,723 | 2,569 | |
| Total ALL | 221 | 52,757 | 2,579 |
In the process of this data collation, the following validation steps were taken:
| a) | Range checks |
| b) | Sequential FROM-TO checks |
| c) | Visual examination |
| d) | Cross-referencing different log-types and reports |
These checks enabled some few small transcription errors in assay and survey data to be resolved.
| Adam Wheeler | January 2025 |
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14.1.2 Interpretation
The Nussir Cu-mineralized zone is an almost continuous layer over a strike length of 10 km, which is dolomite-dominated in the west and mostly calcite-dominated sandstone-limestone, along with medium dark schist with chalcocite/bornite dissemination, in the east. This mineralized zone is within the Gorohatjohca sedimentary formation, which predominantly consists of claystone, and is 200- 400m thick in the west, thinning out to a few metres wide in the east. The Gorohatjohca overlies the Stangvatn conglomerate formation and underlies the Nussir volcanic formation.
Interpretation of the mineralized zone was based primarily on a 0.3% Cu cut-off, along with the physical controls of the lithologies within the Gorohatjohca formation. Leapfrog Geo software (version 4.3.1 in 2018 and version 5.0.3 in 2019) was used in this interpretation work, creating wireframe models of the mineralized zone and the Gorohatjohca formation. In the western-most 3 km of the deposit, the mineralized layer is folded in an S-shaped macroscopic structure with the axial plane dipping moderately to the north-west.
There is a specific break in Cu mineralisation in the central part of the deposit, representing an effective ‘dry zone’ about 400m along strike length. It is situated along the southern flank of the major fold and is interpreted as a local extensional normal fault where the mineralized layers have been pulled apart. It has not been possible to model the continuation of this fault zone, and other faults between adjacent drillholes. This is due to lower number of drillholes in this area. In future work, it is recommended that more drilling is needed in this area, and corresponding analysis of any fault outlines from topographic data.
For subsequent resource modelling, the interpreted mineralized zones have in general been extrapolated a maximum distance of approximately 100 m, both laterally and down-dip, from the outer-most drillhole intersections. The drilling grid spacing used generally has been 200-250m, so this extrapolation distance is approximately half of the typical grid spacing. An extrapolation of 100 m - 250 m would seem a reasonable extent for consideration an exploration target category.
A horizontal section at 0 m elevation, of the eastern part of the deposit, is shown in Figure 14-1, showing the mineralized zone as well as the Gorohatjohca formation. Example sections of the same structures (with reference lines shown in Figure 14-1) are shown in Figure 14-2. A plan view of the mineralized zone is shown in Figure 14-3, with 3D views in Figure 14-4 and Figure 14-5. Cross-sections through the mineralized zones are shown in Appendix C.
Figure 14-1. Nussir Horizontal Section at 0mRL, with Lithological Interpretation
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Figure 14-2. Nussir Example Sections - Lithological Interpretation
[All sections looking westwards]


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Figure 14-3. Plan View of Drillholes and Interpretation Limits - Nussir
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| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 111 |
Figure 14-4. 3D View of Nussir Mineralized Zones – East Side
Figure 14-5. 3D View of Nussir Mineralized Zones – West Side

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14.1.3 Exploratory Data Analysis
Some intersections with grades lower than 0.3% Cu were also included in the mineralized interpretation for continuity purposes. Summary statistics were generated for all sample data, as well as just for the sample data inside the revised intersections, and are shown in Table 14-2. A histogram of original sample lengths is shown in Figure 14-8.
Table 14-2. Sample Statistics – Nussir
| Number | Log | Coefficient | |||||||||
| of | Number> | Standard | Estimate | of Variation | |||||||
| FIELD | Unit | Samples | Trace | Minimum | Maximum | Mean | Variance | Deviation | of Mean | % | |
| All | Cu | % | 2,947 | 2,693 | 0 | 9.44 | 0.36 | 0.51 | 0.71 | 2.44 | 198 |
| Samples | Ag | g/t | 2,947 | 1,147 | 0 | 146.5 | 4.1 | 103.5 | 10.2 | 12.8 | 249 |
| Au | g/t | 2,947 | 1,989 | 0 | 13.73 | 0.06 | 0.15 | 0.38 | 0.08 | 638 | |
| Pd | ppb | 2,947 | 1,736 | 0 | 5,800 | 20.3 | 19,394 | 139.3 | 16.8 | 685 | |
| Pt | ppb | 2,947 | 1,123 | 0 | 13,500 | 30.6 | 71,031 | 266.5 | 41.3 | 871 |
| Number | Log | Coefficient | |||||||||
| of | Number> | Standard | Estimate | of Variation | |||||||
| FIELD | Unit | Samples | Trace | Minimum | Maximum | Mean | Variance | Deviation | of Mean | % | |
| Within | Cu | % | 846 | 846 | 0.001 | 9.44 | 1.11 | 0.86 | 0.93 | 1.53 | 84 |
| Mineralized | Ag | g/t | 846 | 761 | 0 | 146.5 | 13.2 | 228.6 | 15.1 | 16.4 | 115 |
| Intersections | Au | g/t | 846 | 769 | 0 | 4.34 | 0.14 | 0.08 | 0.28 | 0.18 | 210 |
| Pd | ppb | 669 | 442 | 0 | 5,800 | 45.7 | 68,862 | 262.4 | 39.1 | 574 | |
| Pt | ppb | 669 | 217 | 0 | 13,500 | 72.2 | 284,970 | 533.8 | 214.7 | 740 |
The upper ‘All Sample’ section of the table relates to the overall extent of samples taken. The lower ‘Just Intersections’ part shows the main information for the samples inside the interpreted mineralized zones, which were processed onwards for resource estimation purposes. Log probability plots were also prepared for the intersection samples, are shown in Appendix B and Figure 14-6. For all of the metal grades, the populations are approaching log normal. For Cu grades, the lower 10% of samples, below 0.25% Cu, appear to have different characteristics. To also assist with the assessment of outlier grades, a coefficient of variation (cv) analysis was also made on the mineralized samples, along with decile analyses. The cv plots are shown overleaf, which demonstrates the top-cut levels selected, which were applied after compositing. A summary of the top-cut levels used, and the effects of these top-cut applications, is summarised in Table 14-3.
Table 14-3. Summary of Top-Cuts Applied – Nussir
| Proportion | |||||||
| Top-Cut | No. of | No . Cut | % Cut | Uncut | Cut | ||
| Metal | Unit | Level | Composites | Applied | Applied | Mean | Mean |
| Cu | % | 4.75 | 172 | - | 0.0 | 1.10 | 1.10 |
| Ag | g/t | 80 | 170 | - | 0.0 | 13.4 | 13.4 |
| Au | g/t | 1.5 | 164 | 1 | 0.6 | 0.15 | 0.15 |
| Pd | ppb | 700 | 124 | 1 | 0.8 | 64.6 | 59.4 |
| Pt | ppb | 1650 | 104 | 1 | 1.0 | 189.1 | 184.6 |
| Adam Wheeler | January 2025 |
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Figure 14-6. Log-Probability Plots of Mineralized Zone Samples - Nussir
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 114 |
Figure 14-7. Coefficient of Variation Analyses’ Graphs - Nussir

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Figure 14-8. Sample Length Histogram - Nussir

14.1.4 Compositing
Composites were created across each identified intersection. These composites were therefore of variable length. Statistics of the composite samples are summarised below in Table 14-4. True thickness values were also calculated for each intersection. The statistics summaries shown in Table 14-4 are shown for grade values directly, as well as grade values weighted by true thickness. The true thickness values have been calculated after generation of the composites and stored with the composites thereafter. This weighting has little effect on the calculated statistics. This is due to the relative uniform thickness of the mineralized zones, generally from 2 to 5 m. A histogram of all the composites’ true thickness values is shown in Figure 14-9. A summary of all the drillhole composite data is shown in Appendix A.
Table 14-4. Composite Statistics – Nussir
| Number of | Number > | Standard | Log Estimate | Coefficient of | |||||||
| FIELD | Unit | Samples | Trace | Minimum | Maximum | Mean | Variance | Deviation | of Mean | Variation % | |
| Cu | % | 173 | 172 | 0.00 | 3.12 | 1.10 | 0.23 | 0.48 | 1.14 | 44 | |
| Ag | g/t | 173 | 170 | 0.0 | 52.5 | 13.4 | 92.8 | 9.6 | 15.0 | 72 | |
| Au | g/t | 173 | 164 | 0.00 | 1.50 | 0.15 | 0.03 | 0.16 | 0.15 | 111 | |
| Unweighted | Cu Accumulation | 173 | 172 | 0.00 | 13.94 | 3.82 | 5.81 | 2.41 | 4.15 | 63 | |
| Thickness m | 173 | 173 | 0.26 | 9.87 | 3.40 | 2.47 | 1.57 | 3.47 | 46 | ||
| Pd | ppb | 124 | 124 | 0.97 | 700 | 59.4 | 10,017 | 100.1 | 73.9 | 169 | |
| Pt | ppb | 104 | 104 | 2.19 | 1,650 | 184.6 | 80,754 | 284.2 | 273.4 | 154 | |
| Cu | % | 173 | 172 | 0.00 | 3.12 | 1.12 | 0.21 | 0.46 | 1.16 | 41 | |
| Ag | g/t | 173 | 170 | 0.0 | 52.5 | 13.6 | 91.6 | 9.6 | 15.1 | 70 | |
| Weighted | Au | g/t | 173 | 164 | 0.00 | 1.50 | 0.14 | 0.02 | 0.13 | 0.14 | 92 |
| By Length | Pd | ppb | 124 | 124 | 1.0 | 700 | 58.9 | 12,702 | 112.7 | 68.2 | 191 |
| Pt | ppb | 104 | 104 | 2.2 | 1,650 | 196.7 | 104,174 | 322.8 | 273.6 | 164 | |
Figure 14-9. Histogram of Composite True Thicknesses - Nussir

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14.1.5 Geostatistics
Statistical plots for the composite copper grades are shown in Figure 14-10. This also shows a scatterplot of composite grades versus true thickness, which demonstrates that there is no particular relationship between grade and thickness.
Figure 14-10. Statistical Cu Plots, Composites - Nussir

Histograms and log-probability plots for the other metals in the composites, Ag, Au, Pd and Pt, are shown in Figure 14-11. In all cases the approximately single log-normal populations are apparent.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 117 |
Figure 14-11. Histograms/ Log-Probability Plots- - Composites Au, Ag. Pd, Pt

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 118 |
The composites were used to generate experimental variograms for the composited metal grades, from which model variograms were developed, as shown in Figure 14-12. Most of the model variograms have a range of approximately 200 m. The model variogram parameters are summarised in Table 14-5. An isotropic model has been fitted in all cases, as this corresponded with the experimental variograms both along-strike and down-dip
Figure 14-12. Experimental and Model Variograms - Nussir

Table 14-5. Model Variogram Parameters – Nussir
| Field | Nugget | Range (m) | C1 |
| Cu | 0.09 | 177 | 0.161 |
| Ag | 6.6 | 223 | 45.1 |
| Au | 0.01 | 251 | 0.01 |
| Pd | 2,238 | 166 | 5,113 |
| Pt | 2,024 | 358 | 8,194 |
Notes
. All models isotropic
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14.1.6 Volumetric Modelling
The interpreted Leapfrog Geo (version 4.3.1 in 2018 and version 5.0.3 in 2019) wireframe models of the mineralized models have also been combined with the topography. The overall stratigraphic package has not been built into the block model. A plan, W-E long-sections and a three dimensional view are shown in Figure 14-14, Figure 14-15 and Figure 14-16, respectively.
Because of the overall folded nature of the deposit, three separate block models were used, each with separate rotated structures, as depicted with the model prototypes shown in Figure 14-17. However, for evaluation purposes, three separate regions have been demarcated: western, central and eastern, as summarised below, and depicted in the plan shown in Figure 14-13.
| a) | Western Region. West of 392,050mE. |
| b) | Central Region. This extends from 392,050mE to approximately 394,650mE. |
| c) | Eastern Region. East of 394,650mE. |
Figure 14-13. Plan of Evaluation Regions - Nussir

The wireframe models were used as the basis for filling the mineralized zones with blocks. A parent block size of 150m x 150m was used in the along-strike and down-dip directions. Across the true thickness of the zones, sub-blocks were used to provide single blocks across the mineralized zones at any point. The sub-blocks measured 5m along-strike, 5m down-dip and variable length across-strike, according to mineralisation thickness.
Details of these different model prototypes are shown in Table 14-6.
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Figure 14-14. Plan View of Mineralized Wireframe Model - Nussir

Figure 14-15. W-E Long Section of Wireframe Model - Nussir
[5:1 Vertical Exaggeration]

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Figure 14-16. 3D View of Wireframe Model – View from SW - Nussir

Figure 14-17. 3D View of Model Prototype Structures– View from SW - Nussir

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Table 14-6. Model Prototype Definitions - Nussir
| Rotation | About | ||||||||
| Angles | Axis | Origin | Size | Number | Coverage | ||||
| W2 | ° | m | m | m | |||||
| 0 | z | X | 389,170 | 150 | 11 | 1,650 | |||
| 65 | x | Y | 7,818,937 | 150 | 6 | 900 | |||
| Z | 390 | 1000 | 1 | 1,000 | |||||
| Rotation | About | ||||||||
| Angles | Axis | Origin | Size | Number | Coverage | ||||
| W1 | ° | m | m | m | |||||
| 70 | z | X | 389,977 | 150 | 9 | 1,350 | |||
| 45 | x | Y | 7,819,086 | 150 | 11 | 1,650 | |||
| Z | 378 | 1000 | 1 | 1,000 | |||||
| Rotation | About | ||||||||
| Angles | Axis | Origin | Size | Number | Coverage | ||||
| E | ° | m | m | m | |||||
| -20 | z | X | 390,904 | 150 | 50 | 7,500 | |||
| 55 | x | Y | 7,817,514 | 150 | 10 | 1,500 | |||
| Z | 244 | 1000 | 1 | 1,000 |
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14.1.7 Density
Density measurements from core samples were collated. A statistical summary of these measurements is shown in Table 14-7. Histograms displaying the density measurements by broad rock type, and by lithology, are shown in Figure 14-19 and Figure 14-20. There does not appear to be any major changes in density with lithology. A graph of Cu grade versus density values, for density measurements from the mineralized zone, is shown in Figure 14-18. There does not seem to be any clear relationship between density and Cu grade.
Figure 14-18. Grade vs Density Graph – Mineralized Zone Measurements - Nussir

It was therefore decided to average density measurements over mineralized zone intersections and assign these to the mineralized zone composite set. A statistical summary of these composite density values is shown in Table 14-8.
Table 14-7. Statistical Summary of Density Measurements - Nussir
| STANDARD | |||||||
| DESCRIPTION | NUMBER | MINIMUM | MAXIMUM | MEAN | VARIANCE | DEVIATION | MEDIAN |
| Footwall | 27 | 2.66 | 2.87 | 2.71 | 0.0021 | 0.0457 | 2.71 |
| Hanging Wall | 33 | 2.66 | 3.02 | 2.79 | 0.0091 | 0.0953 | 2.77 |
| Mineralized Zone | 53 | 2.63 | 2.87 | 2.76 | 0.0034 | 0.0581 | 2.75 |
Table 14-8. Statistical Summary of Composite Densities - Nussir
| STANDARD | |||||||
| DESCRIPTION | NUMBER | MINIMUM | MAXIMUM | MEAN | VARIANCE | DEVIATION | MEDIAN |
| Mineralized Zone | 14 | 2.67 | 2.87 | 2.75 | 0.0029 | 0.0540 | 2.75 |
| Adam Wheeler | January 2025 |
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Figure 14-19. Density Histograms by Rock Type - Nussir

Figure 14-20. Density Histograms by Lithology - Nussir

A 3D picture of the density composites is shown in Figure 14-21. It can be seen that these density measurements are all in the eastern part of the deposit. These composites were used to estimate density values into the resource model, using inverse-distance weighting. For model blocks where density composites are not nearby (over a distance of 450 m), an average density value of 2.76 t/m3 has been set.
Figure 14-21. 3D View of Density Measurement Locations - Nussir

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14.1.8 Grade Estimation
Metal grades were estimated direct from the average grades of the intersection composites. The grade interpolation parameters applied are summarised below in Table 14-9. The primary grades were estimated using ordinary kriging (OK), using the variogram parameters shown in Table 14-5. For comparative purposes, copper grades were also interpolated by inverse-distance weighting and nearest-neighbour. Six progressively larger searches were made, so that if insufficient composites were found on the first search, the next larger search would be applied.
Table 14-9. Grade Estimation Parameters – Nussir
| Minimum No. | |||
| Search Distances (m) | Search | of | |
| Composites/ | |||
| Along-Strike | Down-Dip | Drillholes | |
| 125 | 125 | 1st | 3 |
| 225 | 225 | 2nd | 2 |
| 450 | 450 | 3rd | 2 |
| 500 | 500 | 4th | 1 |
| 750 | 750 | 5th | 1 |
| 1000 | 1000 | 6th | 1 |
Notes:
. Maximum number of composites/drillholes used = 12
. Cu, Ag, Au, Pd and Pt grades interpolated using ordinary kriging
. Check grades were also determined by NN and Inverse-Distance(^2)
. Density values estimated using inverse-distance weighting
. Estimations are done within plane of each zone, projected according to orientations:
| Dip | Direction | |
| West 1 | 45 | 70 |
| West 2 | 65 | 0 |
| East | 55 | -20 |
A 3D view of estimated Cu grades is shown in Table 14-10. Long sections depicting the variation of all the estimated metal grades are shown in Appendix D.
Table 14-10. 3D View of Estimated Cu Grades - Nussir

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14.1.9 Resource Classification
Definitions for resource categories used in this report are consistent with CIM (2014) definitions incorporated by reference into NI 43-101. In the CIM classification, a Mineral Resource is defined as “a concentration or occurrence of solid material of economic interest in or on the Earth’s crust in such form, grade or quality and quantity that there are reasonable prospects for eventual economic extraction. The location, quantity, grade or quality, continuity, and other geological characteristics of a Mineral Resource are known, estimated, or interpreted from specific geological evidence and knowledge, including sampling. Mineral Resources are classified into Measured, Indicated, and Inferred categories. A Mineral Reserve is defined as the “economically mineable part of a Measured and/or Indicated Mineral Resource” demonstrated by studies at pre-feasibility or feasibility level as appropriate. Mineral Reserves are classified into Proven and Probable categories.
In order to test resource classification criteria, a conditional simulation exercise was completed, which focussed on the precision of evaluation that may be obtained with different drillhole spacings, related to mining blocks containing more broadly equivalent to 3 months of production and 1 year of production. This analysis was completed with the following stages:
1. A panel was defined, in the eastern part of the Nussir deposit, with an assumed average thickness of 3m, and along-strike and down-dip dimensions of 245 m. These dimensions were selected, so that this block contains approximately 0.5 Mt of material, which is roughly equivalent to 3 months of production (based on an assumed production rate of 2 Mtpa). This was used to create a volumetric test model.
2. Based on all available drillholes in the same area, a grid of densely spaced pseudo-samples was generated, based on the same statistical parameters as the original distribution of actual samples. Using this data set, samples corresponding to any different theoretical drilling grids could be selected. In this way, different composite groups were created for drilling grids spaced at 25 m, 50 m, etc up to 500 m.
3. The complete composite set for the eastern part of Nussir was converted into normal score form, and used to provide experimental variograms, from which model variograms were determined, for Cu, Cu x Thickness (accumulation) and Thickness quantities. An example is shown in Figure 14-22.
4. A conditional simulation was then run using each of the different pseudo-drilling grid sets. The parameters used for these simulation runs included:
a) Sequential gaussian simulation.
b) An internal point density of 5m x 5m inside the test area.
c) 50 simulation runs were completed for each test.
d) Normal transformed model variograms used.
e) Horizontal search distances of 400m were used.
f) Minimum/Maximum no. of composites = 2 / 20
5. For each conditional simulation run, and for each of the three variables, the distribution of overall average values was approximately normally distributed, as shown in the example in Figure 14-23. The standard deviation of these results was then used to calculate the relative error of the overall average grade, at the 90% probability level.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 127 |
6. From these results, the relative errors at the 90% probability level were also determined for a block corresponding to approximately one year’s production.
A summary of these results is shown in Table 6-11. For the assessment of resource classification, it has been assumed that Measured Resources should be known within ±15%, with 90% confidence for a production quarter (3 months). Similarly, it has been assumed that Indicated Resources should be known within ±15%, with 90% confidence on an annual basis. This method of resource classification is gaining wide acceptance and has been applied to similar deposits as Nussir (e.g. Copperwood – AMEC).
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 128 |
Figure 14-22. Normal Score Variogram for Cu - Nussir

Figure 14-23. Example Histogram of Simulated Average Cu Grades

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 129 |
Table 14-11. Conditional Simulation Results for Nussir
[3 Month and 1 Year Test Blocks]
| ResuIts for Quarterly Mining Block (0.5 Mt) | ||||||||
| +/- | Relative | |||||||
| Tolerance | Error for | |||||||
| Drilling | at 90% | Annual | ||||||
| Grid | Probability | Relative | Block | |||||
| FIELD | Spacing | MEAN | STANDDEV | MINIMUM | MAXIMUM | Level | Error | (2Mt) |
| m | % | % | % | |||||
| CU | 25 | 0.99 | 0.02 | 0.93 | 1.03 | 0.03 | 3.5 | 1.7 |
| CU | 50 | 0.95 | 0.04 | 0.89 | 1.04 | 0.06 | 6.2 | 3.1 |
| CU | 75 | 1.03 | 0.07 | 0.86 | 1.19 | 0.11 | 11.1 | 5.5 |
| CU | 100 | 0.88 | 0.08 | 0.65 | 1.06 | 0.14 | 15.9 | 8.0 |
| CU | 125 | 0.98 | 0.10 | 0.67 | 1.20 | 0.16 | 16.5 | 8.3 |
| CU | 150 | 0.97 | 0.14 | 0.58 | 1.29 | 0.24 | 24.2 | 12.1 |
| CU | 175 | 1.13 | 0.15 | 0.70 | 1.46 | 0.25 | 21.9 | 10.9 |
| CU | 200 | 1.08 | 0.15 | 0.59 | 1.34 | 0.25 | 23.4 | 11.7 |
| CU | 225 | 0.88 | 0.15 | 0.51 | 1.17 | 0.24 | 27.1 | 13.6 |
| CU | 250 | 0.92 | 0.25 | 0.33 | 1.42 | 0.41 | 44.5 | 22.3 |
| CU | 275 | 0.98 | 0.20 | 0.48 | 1.40 | 0.32 | 33.0 | 16.5 |
| CU | 300 | 1.62 | 0.41 | 0.90 | 3.11 | 0.67 | 41.5 | 20.8 |
| CU | 325 | 1.09 | 0.28 | 0.38 | 1.83 | 0.45 | 41.5 | 20.7 |
| CU | 350 | 0.90 | 0.37 | 0.19 | 2.01 | 0.61 | 68.3 | 34.1 |
| CU | 375 | 0.92 | 0.33 | 0.23 | 1.90 | 0.54 | 59.2 | 29.6 |
| CU | 400 | 0.89 | 0.32 | 0.20 | 1.70 | 0.52 | 57.9 | 29.0 |
From the results produced for Nussir, as summarised in Table 14-12, the following conclusions have been developed with respect to resource classification:
Measured Resources. A drill grid spacing of 125m gives quarterly 90% confidence levels of ±16.5% for Cu grade.
Indicated Resources. A drill grid spacing of 225m gives annual 90% confidence levels of ±13.6% for Cu grade.
The applied resource classification criteria are summarised in Table 14-12. These categories were set into the resource block models based on perimeters defined in long section.
Table 14-12. Resource Classification Criteria - Nussir
| Category | Criteria |
| Measured | At least 3 drillholes with a spacing of at least 125m |
| Indicated | At least 3 drillholes with a spacing of at least 225m |
| Inferred | Greater grid spacings of 225m, max extrapolation of 100m |
Plan and 3D views depicting the resultant resource classifications are shown in Figure 14-24 and Figure 14-25. The areas allocated with a Measured resource category have been intersected with predominantly post-2000 diamond drilling. The parts of the block model allocated as Measured have used an average number of 5 drillholes for estimation. Those parts allocated as Indicated have used an average number of 4 drillholes for estimation.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 130 |
Figure 14-24. Resource Classification – Plan- Nussir

Figure 14-25. Resource Classification – 3D View from NE, With Drillholes – Nussir

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 131 |
14.1.10 Model Validation
Visual Examination
Long sections of the block model contents were prepared for the west and east zones. These were oriented to be approximately perpendicular to the respective zones. The models blocks shown were colour-coded, and overlain with the corresponding data from the drillhole composites. These long sections are shown in Appendix E, and they were prepared so as to depict the estimated and resource classification.
Global Comparison of Grades
The overall average sample and composite metal grades were compared with global average grades from the block model, as interpolated by kriging, inverse-distance weighting and nearest neighbour. These results are summarised below in Table 14-13.
Table 14-13. Global Comparison of Grades – Nussir
| BLOCK MODEL | |||||||
| ZONE | FIELD | Unit | SAMPLES | COMPOSITES | OK | NN | ID |
| E | Cu | % | 1.12 | 1.12 | 1.16 | 1.19 | 1.17 |
| W1 | Cu | % | 1.17 | 1.17 | 1.13 | 1.09 | 1.12 |
| W2 | Cu | % | 1.20 | 1.07 | 1.16 | 1.22 | 1.18 |
| E | Ag | g/t | 13.7 | 12.2 | 19.9 | 20.3 | 20.1 |
| W1 | Ag | g/t | 21.9 | 21.4 | 11.8 | 11.2 | 11.5 |
| W2 | Ag | g/t | 17.8 | 15.2 | 13.9 | 13.5 | 14.2 |
| E | Au | g/t | 0.14 | 0.14 | 0.14 | 0.15 | 0.15 |
| W1 | Au | g/t | 0.11 | 0.10 | 0.14 | 0.14 | 0.14 |
| W2 | Au | g/t | 0.23 | 0.20 | 0.21 | 0.17 | 0.20 |
| E | Pd | ppb | 57.6 | 52.3 | 114.9 | 112.8 | 116.6 |
| W1 | Pd | ppb | 237.8 | 134.0 | 65.7 | 72.7 | 68.8 |
| W2 | Pd | ppb | 50.9 | 37.1 | 43.7 | 69.7 | 48.9 |
| E | Pt | ppb | 172.9 | 177.4 | 305.8 | 266.1 | 308.9 |
| W1 | Pt | ppb | 813.3 | 358.3 | 197.8 | 200.5 | 201.6 |
| W2 | Pt | ppb | 269.2 | 197.3 | 213.3 | 307.3 | 220.3 |
| Notes | |||||||
| . No cut-off applied | |||||||
| . Grades derived from all resource categories | |||||||
| . OK ordinary kriging | |||||||
| . NN nearest neighbour | |||||||
| . ID inverse-distance weighting (^2) | |||||||
| . ZONE IDs: | |||||||
| E | Main Eastern area | ||||||
| W1 | Main Western area | ||||||
| W2 | Western extension | ||||||
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 132 |
Local Comparison of Grades
Average model grades along vertical columnar (200 m thick) model block slices were determined, stemming from the kriged, inverse-distance and nearest neighbour grades. These were shown, along with the average composites’ grades and total tonnages on the same slices, in comparative swath plots for all estimated metal grades, as shown in Figure 14-26. The models’ grades shown are for both all resource categories. These graphs show some degree of smoothing, but in general reflect well the trends in the corresponding average composite grades.
From this analysis it was decided to use the kriged grades as the principal estimated grades for all metals in the resource estimation.
Figure 14-26. Swath Plots - Nussir

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 133 |
14.1.11 Resource Evaluation
For reporting purposes for a resource estimate connected with a potential underground mining operation, complying with ‘reasonable prospects of eventual economic extraction’ guidelines, the following steps were completed:
| 1) | Cut-Off. An economic cut-off grade was determined, applicable to underground mining at the Nussir deposit, as summarised in Table 14-16. |
| 2) | Minimum Mining Width. The prepared in-situ block model has columnar blocks representing the true width of the mineralised zones, as interpreted. These model blocks were processed, such any parts narrower than 2m were diluted up to 2m, reducing the grades accordingly. |
| 3) | Constraining Volumes. A mineable shape optimisation was run (Datamine process MSO), to generate reasonably practical constraining wireframe volumes for a resource evaluation. The parameters used in this optimisation are summarised in Table 14-32. A long section of resultant constrained resources is shown in Figure 14-41. This applied selectivity means that a small amount of sub-0.3%Cu material is taken within the evaluation (‘must-take’) and some +0.3%Cu material is excluded. |
| 4) | Evaluation. The evaluation was broken down by resource class, as well as by west, central and eastern partitions, as depicted in Figure 14-28. The evaluation summary in Table 14-19 shows grades of Cu, Ag and Au. A grade-tonnage table of the measured and Indicated resources is shown in Table 14-18. A copper-equivalent (CuEq) grade has also been calculated, purely to provide extra information. The CuEq grade has been calculated based on the different assumed Cu, Ag and Au prices as well as average metallurgical recoveries from testwork, as shown in Table 14-16. Corresponding average true thickness values are shown in Table 14-15. |
Table 14-14. MSO Parameters – Nussir
| Factor | Unit | Value |
| Cut-Off | %Cu | 0.3 |
| Minimum width | m | 2 |
| Minimum length along -strike | m | 10 |
| Minimum length down-dip | m | 10 |
| Minimum waste pillar width | m | 10 |
| Surface crown pillar (excluded | m | 15 |
Table 14-15. Average Resource True Thickness
[Derived from MSO Constrained Resources]
| Average True Thickness (m) | ||
| Region | Meas+Ind | Inferred |
| West | 4.2 | 6.1 |
| Central | 3.6 | 3.7 |
| East | 2.7 | 2.5 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 134 |
Table 14-16. Cut-Off Grade Calculation
| Values | ||
| Cu Metal Price | 4.2 | $/lb |
| 9,259 | $/t | |
| Processing | ||
| Processing Recovery | 96.0% | |
| Concentrate Grade | 45% | % Cu |
| Assumed Feed Grade | 0.83% | % Cu |
| Smelter Terms | ||
| Minimum Deduction | ||
| Treatment, Refining and Freight Charge | 87.5 | $/t conc |
| Concentrate ref | 0.0875 | |
| Payability | 97.30% | |
| Operating Costs | ||
| Mining | 20 | $/t |
| G&A & infra & closure & royalty | 0.65 | $/t |
| Processing | 5.5 | $/t |
| Total | 26.15 | $/t |
| Total (excluding op devt) | 26.15 | $/t |
| Breakeven Cut-Off | 0.30 | %Cu |
Table 14-17. Copper-Equivalent Calculations
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 135 |
Table 14-18. Grade-Tonnage Table – Measured and Indicated Resources Only

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 136 |
Table 14-19. Constrained Resource Evaluation Statement – Nussir deposit
Effective Date: 20th January, 2025
| Measured Resources | Indicated Resources | Measured + Indicated Resources | |||||||||||||
| Region | Tonnes | Cu | Ag | Au | Cu Eq | Tonnes | Cu | Ag | Au | Cu Eq | Tonnes | Cu | Ag | Au | Cu Eq |
| Mt | % | g/t | g/t | % | Mt | % | g/t | g/t | % | Mt | % | g/t | g/t | % | |
| West | 5.52 | 1.03 | 19.6 | 0.10 | 1.25 | 5.52 | 1.03 | 19.6 | 0.10 | 1.25 | |||||
| Central | 0.59 | 1.44 | 15.6 | 0.10 | 1.64 | 12.84 | 1.03 | 9.4 | 0.10 | 1.18 | 13.43 | 1.05 | 9.7 | 0.10 | 1.20 |
| East | 2.10 | 0.98 | 12.0 | 0.20 | 1.22 | 7.68 | 0.97 | 11.9 | 0.13 | 1.16 | 9.77 | 0.97 | 11.9 | 0.15 | 1.17 |
| TOTAL | 2.69 | 1.08 | 12.8 | 0.18 | 1.31 | 26.03 | 1.01 | 12.3 | 0.11 | 1.19 | 28.72 | 1.02 | 12.3 | 0.12 | 1.20 |
| Inferred Resources | |||||
| Region | Tonnes | Cu | Ag | Au | Cu Eq |
| Mt | % | g/t | g/t | % | |
| West | 22.45 | 1.07 | 17.4 | 0.13 | 1.31 |
| Central | 7.95 | 0.93 | 8.1 | 0.14 | 1.10 |
| East | 1.59 | 0.60 | 6.5 | 0.17 | 0.78 |
| TOTAL | 31.99 | 1.01 | 14.6 | 0.14 | 1.23 |
Notes:
| 1. | CIM definitions were followed for MRE. | |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. | |
| 3. | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. | |
| 4. | MRE constraint wireframes were generated for a cut-off grade of 0.30%Cu, related to potential underground mining. | |
| 5. | Metal prices assumed for this MRE were US$4.20/lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. | |
| 6. | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. | |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. | |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. | |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 137 |
Figure 14-27. Constrained Resource Evaluation Long Section – Nussir (looking north)

Figure 14-28. Long Section - Resource Model Partitions – Nussir (looking north)

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 138 |
14.2 Ulveryggen
14.2.1 Data Collation
The sample database has been updated by a Norwegian geologist, culminating in a single updated Excel workbook, with separate sheets for:
| · | Collar coordinates. As compared with previous estimates, all coordinates have been updated for the UTM system, WGS84, zone 35. All the drillhole collars from 1985 to 2008 were measured by DPOS GPS, with an accuracy of 0.2-0.5m. Drillhole collars from the 2014 and 2017 campaigns have been measured by CPOS by Geonord. | |
| · | Downhole Survey data. A Deviflex instrument has been used which used lasers and gravitation, where the azimuth Is dependent on the first assumed azimuth. A Devishot instrument has also been used, which is a magnetic instrument. | |
| · | Assay Results. Grades of Cu, re-assayed Cu (where measured), Ag, Au, re-assayed Au, | |
| · | Lithology Logs. These include logged codes lithology, mineralisation and alteration. | |
| · | Geotechnical Logs. These include RQD and Q values. | |
| · | Magnetization Logs. |
After import of these data sets into Datamine, the different assay, collars and survey data files were combined and then ‘de-surveyed’ to obtain the complete three-dimensional coordinates of each sample. A summary of all processed sample data is shown in Table 14-20. A drillhole data reference for Ulveryggen is shown in Appendix E.
Table 14-20. Sample Data Summary - Ulveryggen
| Holes/ | Avg. Length/ | Cu | |||
| Sample Type | YEAR | Trenches | Length (m) | Hole (m) | Samples |
| pre-2010 | 83 | 11,141 | 134 | 3,988 | |
| Surface | |||||
| Drillholes | 2014 | 1 | 412 | 412 | 24 |
| 2017 | 7 | 967 | 138 | 88 | |
| Sub-total | 91 | 12,520 | 138 | 4,100 | |
| pre-2010 | 22 | 2,754 | 125 | 325 | |
| U/g Drillholes | 2010 | 21 | 1,464 | 70 | 455 |
| Sub-total | 43 | 4,219 | 98 | 780 | |
| Surface | |||||
| trenches | pre-2010 | 51 | 1,421 | 28 | 116 |
| Total | 185 | 18,159 | 98 | 4,996 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 139 |
In the process of this data collation, the following validation steps were taken, which enabled some few small transcription errors in assay and survey data to be resolved.
| a) | Range checks | |
| b) | Sequential FROM-TO checks | |
| c) | Visual examination | |
| d) | Cross-referencing previous data and reports |
14.2.2 Interpretation
Discussions with Nussir geologists, as well considerations of potential economic grades, led to the use of 0.3%Cu cut-off in the re-interpretation of overall mineralized zone limits. This was applied in the interpretation of zone limits on 36 different profiles. Most of these profiles were spaced approximately 40m apart, with a small number of other profiles spaced at either 20m or 15m apart.
Internal waste zones were created during the generation of the resource block model by projecting these zones directly from <0.3% intersections, which essentially reflect the gaps between shear-hosted mineralisation. An example of the resultant interpretation is shown in the example below in Figure 14-29, for Section 20.
Figure 14-29. Example Interpretation of Ulveryggen Mineralized Zones – Section 20

Most of the interpreted outer envelopes were linked together to form three-dimensional wireframe models. In some cases where the zones were not continuous, the individual perimeters were used directly during the modelling process. Six different physical zones were identified, as shown in a plan, long section and a 3D view in Figure 14-30 - Figure 14-32.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 140 |
Figure 14-30. Plan View of Interpreted Mineralized Zones – Ulveryggen

Figure 14-31. Long Section of Mineralized Zones - Ulveryggen

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 141 |
Figure 14-32. 3D View of Mineralized Zones, Looking North-East - Ulveryggen

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 142 |
14.2.3 Exploratory Data Processing
Sample Selection
The interpreted wireframe zones were used to create a selected sample set, which included all samples inside the interpreted structures. A breakdown of the whole selected sample set is shown in Table 14-21.
Table 14-21. Summary of Selected Samples - Ulveryggen
| Avg. | |||||
| Sample | Holes/ | Length | Length/ | Cu | |
| Type | YEAR | Trenches | (m) | Hole (m) | Samples |
| 2009 | 75 | 2,798 | 37 | 2,135 | |
| Surface | 2014 | 1 | 14 | 14 | 9 |
| Drillholes | |||||
| 2017 | 7 | 199 | 28 | 54 | |
| Sub-Total | 83 | 3,011 | 36 | 2,198 | |
| 2009 | 11 | 204 | 19 | 106 | |
| U/g | |||||
| Drillholes | 2010 | 19 | 432 | 23 | 254 |
| Sub-Total | 30 | 636 | 21 | 360 | |
| Surface | |||||
| Trenches | 2009 | 47 | 1,049 | 22 | 91 |
| Total | 160 | 4,696 | 29 | 2,649 |
The majority of these drillhole samples were 1m or less in length.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 143 |
Statistics
Summary statistics were generated for all selected sample data, as well as just for the sample data inside +0.3% Cu intersections, and are shown in Table 14-22.
Table 14-22. Cu Sample Statistics - Ulveryggen
| Number | Log | ||||||||
| of | Standard | Estimate | Coefficient | ||||||
| ZONE | Samples | Minimum | Maximum | Mean | Variance | Deviation | of Mean | of Variation | |
| All selected | |||||||||
| samples | All | 2,694 | 0.00 | 4.72 | 0.69 | 0.42 | 0.65 | 0.90 | 93.3 |
| 1 | 325 | 0.30 | 4.72 | 0.96 | 0.49 | 0.70 | 0.95 | 73.3 | |
| 2 | 755 | 0.30 | 4.00 | 0.90 | 0.34 | 0.58 | 0.89 | 64.8 | |
| Just | 3 | 94 | 0.30 | 2.95 | 0.74 | 0.22 | 0.47 | 0.73 | 63.7 |
| samples | 4 | 275 | 0.30 | 3.51 | 1.09 | 0.45 | 0.67 | 1.10 | 61.0 |
| >0.3% Cu | 5 | 13 | 0.32 | 1.58 | 0.74 | 0.17 | 0.42 | 0.73 | 56.5 |
| 6 | 94 | 0.32 | 2.79 | 1.09 | 0.43 | 0.66 | 1.09 | 60.5 | |
| All | 1,556 | 0.30 | 4.72 | 0.95 | 0.39 | 0.63 | 0.94 | 65.9 |
A log probability plots was prepared for all selected samples, as shown in Figure 14-33. This shows a marked break at around 0.2-0.3%Cu and so supports the use of 0.3%Cu for the separate modelling of internal waste. Otherwise, the grade population is approximately log normal. A decile analysis was also completed, as shown in Table 14-23, which does not indicate any outlier grade values.
Figure 14-33. Log Probability Plot of All Selected Samples - Ulveryggen

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 144 |
Table 14-23. Decile Analysis of Selected Samples >0.3% Cu, - Ulveryggen
| DECILE | COUNT | CU | MIN | MAX | ACCUM | PERCENT |
| 0-10 | 156 | 0.32 | 0.30 | 0.35 | 69.0 | 2.6 |
| 10-20 | 156 | 0.37 | 0.35 | 0.39 | 73.0 | 2.7 |
| 20-20 | 156 | 0.42 | 0.39 | 0.46 | 124.7 | 4.6 |
| 30-40 | 156 | 0.50 | 0.46 | 0.54 | 95.4 | 3.5 |
| 40-50 | 156 | 0.59 | 0.54 | 0.64 | 164.7 | 6.1 |
| 50-60 | 156 | 0.70 | 0.64 | 0.75 | 238.0 | 8.8 |
| 60-70 | 156 | 0.85 | 0.76 | 0.94 | 182.4 | 6.8 |
| 70-80 | 156 | 1.07 | 0.94 | 1.22 | 379.2 | 14.1 |
| 80-90 | 156 | 1.46 | 1.22 | 1.70 | 511.8 | 19.0 |
| 90-100 | 152 | 2.18 | 1.70 | 4.72 | 854.8 | 31.7 |
| 90-91 | 16 | 1.74 | 1.70 | 1.80 | 28.6 | 1.1 |
| 91-92 | 16 | 1.83 | 1.80 | 1.89 | 87.3 | 3.2 |
| 92-93 | 16 | 1.93 | 1.89 | 1.95 | 96.9 | 3.6 |
| 93-94 | 16 | 1.98 | 1.96 | 2.03 | 109.0 | 4.0 |
| 94-95 | 16 | 2.05 | 2.03 | 2.15 | 223.0 | 8.3 |
| 95-96 | 16 | 2.24 | 2.16 | 2.33 | 48.9 | 1.8 |
| 96-97 | 16 | 2.43 | 2.36 | 2.51 | 100.4 | 3.7 |
| 97-98 | 16 | 2.75 | 2.51 | 2.88 | 69.5 | 2.6 |
| 98-99 | 16 | 3.21 | 2.89 | 3.51 | 54.9 | 2.0 |
| 99-100 | 8 | 4.04 | 3.55 | 4.72 | 36.3 | 1.3 |
| TOTAL | 1,556 | 0.95 | 2,693 | 100.0 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 145 |
14.2.4 Compositing
The compositing procedure used may be outlined as follows:
| a) | All selected samples were first composited to 2.5 m. This composite length was applied slightly variable, to provide equal length composites across each intersection. |
| b) | These composites were then flagged as being either below or above 0.3%Cu. This demarcation was made for the modelling and separate grade handling of internal waste zones. |
The breakdown of composites by zone is shown in Table 14-24.
Table 14-24. Summary of 2.5m Composites - Ulveryggen
| ZONE | Waste <0.3% Cu | Mineralised >=0.3% Cu | |
| 1 | 88 | 178 | |
| 2 | 402 | 577 | |
| 3 | 36 | 87 | |
| 4 | 115 | 221 | |
| 5 | 11 | 7 | |
| 6 | 21 | 125 | |
| Total | 673 | 1,195 |
As discussed in Section 4.2, composites were created across each identified intersection, with a length of 2.5 m. Those composites with average Cu grade values below 0.3% were then flagged as internal waste and handled separately. Statistics of the composite samples are summarised in Table 14-25.
Table 14-25. Composite Statistics – Ulveryggen
| Log | |||||||||
| Standard | Estimate of | Coefficient | |||||||
| ZONE | Number | Minimum | Maximum | Mean | Variance | Deviation | Mean | of Variation | |
| All | <0.3% Cu | 496 | 0.00 | 0.30 | 0.10 | 0.01 | 0.10 | 0.18 | 95.2 |
| Composites | >=0.3% Cu | 1195 | 0.30 | 4.00 | 0.89 | 0.31 | 0.56 | 0.88 | 62.9 |
| 1 | 178 | 0.30 | 2.88 | 0.88 | 0.33 | 0.57 | 0.87 | 65.0 | |
| +0.3%Cu | 2 | 577 | 0.30 | 4.00 | 0.84 | 0.26 | 0.51 | 0.83 | 61.2 |
| Composites | 3 | 87 | 0.32 | 2.00 | 0.71 | 0.18 | 0.42 | 0.70 | 59.3 |
| By Zone | 4 | 221 | 0.31 | 2.87 | 1.02 | 0.38 | 0.62 | 1.02 | 61.0 |
| 5 | 7 | 0.32 | 1.22 | 0.62 | 0.09 | 0.29 | 0.62 | 47.1 | |
| 6 | 125 | 0.31 | 2.36 | 1.04 | 0.41 | 0.64 | 1.05 | 61.5 |
A log-probability plot of the composite data in the different zones is shown in Figure 14-34. Although there are some differences in populations (particularly zones 3 and 5, which have much fewer composites), the grade populations are quite similar.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 146 |
Figure 14-34. Log Probability Plot of +0.3%Cu Composites - Ulveryggen
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 147 |
14.2.5 Geostatistics
Owing to the similarity between copper grade distributions for the +0.3% Cu composites, experimental directional variograms were generated with the complete set of +0.3% Cu composites, and subsequently modelled, as shown in Figure 14-35.
Figure 14-35. Cu Variogram Models - Ulveryggen
These variograms show a range along-strike and down-dip of approximately 50 m, with a much shorter range of influence cross-strike. This pairwise relative variogram model was subsequently used in setting up kriging and other model estimation parameters. The model variogram parameters are summarised below in Table 14-26.
Table 14-26. Model Variogram Parameters - Ulveryggen
| 1st Structure | 2nd Structure | |||||||
| NUGGET | Ranges | Ranges | ||||||
| Co | X | Y | Z | C1 | X | Y | Z | C2 |
| 0.042 | 29 | 30 | 4 | 0.104 | 54 | 54 | 16 | 0.080 |
Notes
. Rotation used of 150o about Z-axis, then 70o about X-axis
| Adam Wheeler | January 2025 |
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14.2.6 Volumetric Modelling
The mineralized zone wireframes, and additional sectional perimeters, were used in the generation of a volumetric block model for the Ulveryggen deposit. The model prototype parameters used are summarised below in Table 14-27.
Table 14-27. Model Prototype - Ulveryggen
| Origin | Size (m) | Number | Range | |
| X | 396,069 | 10 | 179 | 1,790 |
| Y | 7,815,497 | 5 | 131 | 655 |
| Z | 58 | 10 | 47 | 470 |
Notes
. A model rotation of -30 degrees was used about the z-axis, so that the rotated axes become:
| X | along-strike |
| Y | cross-strike |
| Z | down-dip |
. Sub-cells down to a minimum width of 2.5m were used for modelling internal waste
14.2.7 Grade Estimation
During the modelling process, internal waste blocks were first generated from <0.3% Cu composites. The projection of internal waste, as well as subsequent grade interpolation, was also controlled by a set of centreline dip and strike strings, to allow for directional anisotropy within the deposit. Example vertical and horizontal sections, showing the resultant block model structure, are shown in Figure 14-36 and Figure 14-37.
| Adam Wheeler | January 2025 |
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Figure 14-36. Example Vertical Section of Block Model Structure- Ulveryggen
Figure 14-37. Example Horizontal Section of Block Model Structure – Ulveryggen

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Based on the model variograms generated, copper grades were interpolated using ordinary kriging. The internal waste demarcation of 0.3% Cu was used as a hard boundary – so only composites flagged as +0.3% Cu were used for grade estimation into the main +0.3% mineralized blocks. For comparative and validation purposes, copper grades were also interpolated by two other ways - inverse-distance weighting and nearest-neighbour. Three progressively larger searches were made, so that if insufficient composites were found on the first search, the next larger search would be applied, and so on. The search distances used stemmed from the model variograms – the first search was based on 2/3 of the variability of the model variogram, and then the next search was based on the variogram ranges. If blocks still had not encountered enough composites, a much larger search was made to try to ensure that all blocks modelled as mineralized did receive grades. The grade estimation parameters are summarised below in Table 14-28.
Table 14-28. Grade Estimation Parameters - Ulveryggen
| Search Distances (m) | Search | Minimum | ||
| Along-Strike | Down-Dip | Cross-Strike | Composites | |
| 20 | 20 | 5 | 1st | 5 |
| 50 | 50 | 12.5 | 2nd | 3 |
| 60 | 60 | 15 | 3rd | 1 |
Notes:
. Maximum number of composites used = 24
. All grades interpolated using ordinary kriging
. Alternative grades also determined by IPD(^2) and NN
. Zones' orientations modelling using directional anisotropy
A complete set of block model sections, showing the estimated copper grades, is shown in
Appendix F.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 151 |
14.2.8 Density
20 density measurements were taken from core samples in six of the holes in the 2010 drilling campaigns. 42 density measurements were also taken from core samples in two of the holes in the 2017 drilling campaigns. Measurements were derived from dry core weights in air and then suspended in water. No wax was used.
These results are summarised in Table 14-29. A histogram of density results in mineralised samples is shown in Figure 14-38.
Table 14-29. Summary of Density Measurements - Ulveryggen
| Campaign | Type | Number of | Average | Standard | ||
| Samples | Density | Deviation | ||||
| t/m 3 | ||||||
| 2010 | Mineralised | 14 | 2.71 | 0.043 | ||
| Unmineralised | 6 | 2.69 | 0.014 | |||
| 2017 | Mineralised | 28 | 2.71 | 0.015 | ||
| Unmineralised | 14 | 2.70 | 0.022 |
Figure 14-38. Histogram of Densities – Mineralised Samples 2017 - Ulveryggen
The average value for mineralised rock, 2.71 t/m3, was used as the global density value for subsequent evaluation purposes.
| Adam Wheeler | January 2025 |
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14.2.9 Resource Classification
The resource classification system was also based predominantly on the variography results. The system applied is summarised below in Table 14-30.
Table 14-30. Resource Classification System - Ulveryggen
| Measured | At 5 composites, within a 20m x 20m x 5m search, from at least 3 drillholes or trench lines. |
| Indicated | At 5 composites, within a 50m x 50m x 12.5m search, from at least 3 drillholes or trench lines. |
| Inferred | Within delineated zones - max extrapolation of 60m. |
An example of the applied resource classification system is shown in Figure 14-39. Very little material has been drilled off sufficiently closely to be classified as measured, so all the resources in this case have been classified as either indicated or inferred. A complete set of block model sections, showing the applied resource classes, is shown in Appendix F.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 153 |
Figure 14-39. Example Block Model Section, Showing Resource Classes – Ulveryggen

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 154 |
14.2.10 Model Validation
Based on the block models generated, the following model validation steps were taken.
Visual Examination
Cross-sections through all the zones were generated, as shown in Appendix F. These compared the block model grades with the original sample grades, and in general compared well.
Global Comparison of Grades
The overall average sample and composite copper grades were compared with global average grades from the block model, as interpolated by kriging, inverse-distance weighting and nearest neighbour. These results are summarised below in Table 14-31. It can be seen that these results compare fairly well.
Table 14-31. Global Comparison of Cu Grades - Ulveryggen
| Block Model Average Grades | |||||
| Zone | Samples | Composites | OK | ID | NN |
| 1 | 0.96 | 0.88 | 0.89 | 0.86 | 0.90 |
| 2 | 0.90 | 0.84 | 0.71 | 0.70 | 0.71 |
| 3 | 0.74 | 0.71 | 0.67 | 0.67 | 0.68 |
| 4 | 1.09 | 1.02 | 0.89 | 0.84 | 0.88 |
| 5 | 0.74 | 0.62 | 0.64 | 0.65 | 0.64 |
| 6 | 1.09 | 1.04 | 0.81 | 0.79 | 0.81 |
Notes
. Evaluation restricted to +0.3% blocks/samples
. Block model evaluation - indicated + inferred
. OK ordinary kriging
. ID inverse distance weighting (^2)
. NN nearest neighbour
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 155 |
Local Comparison of Grades
Average model grades along vertical columnar model block slices were determined, stemming from both the kriged and nearest neighbour grades. A comparative swath plot was then produced for copper, as shown in Figure 14-40. This shows that the kriged grades are smoothed within the extremes exhibited by the nearest neighbour grades, but in general all 3 grades show the same trends. All three grades are much closer together in the areas with the highest tonnages and more drilling.
From this analysis it was decided to use the kriged copper grade as the principal copper grade for the resource estimation.
Figure 14-40. Cu Swath Plot - Ulveryggen
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 156 |
14.2.11 Resource Evaluation
For reporting purposes for a resource estimate connected with a potential underground mining operation, and complying with ‘reasonable prospects of eventual economic extraction’ guidelines, the following steps were completed:
| 1) | Cut-Off. An economic cut-off grade was determined, applicable to underground mining at Nussir and Ulveryggen, as summarised in Table 14-16. |
| 2) | Constraining Volumes. A preliminary mineable shape optimisation was run (Datamine process MSO) to generate reasonably practical constraining wireframe volumes for a resource evaluation. The parameters used in this optimisation are summarised in Table 14-32. A 3D plot of the output constraining envelopes is shown in Figure 14-41. |
| 3) | Evaluation. The evaluation was broken down by resource class and zone, as shown in Table 14-33. A grade-tonnage table for the Indicated resources is shown in Table 14-34. Approximately 24% of the Indicated material, and 13% of the Inferred material, is within 15 m of the current pit and natural topography. Owing to the complex geometry of mineralised zones, true thickness values are not applicable and were therefore not calculated. |
Table 14-32. MSO Parameters - Ulveryggen
| Factor | Unit | Value |
| Cut-Off | %Cu | 0.3 |
| Minimum width | m | 3 |
| Minimum length along -strike | m | 10 |
| Minimum length down-dip | m | 10 |
| Minimum waste pillar width | m | 10 |
Figure 14-41. 3D Plot of MSO Stopes Shapes – Ulveryggen

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| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 157 |
Table 14-33. Resource Evaluation Summary – Ulveryggen
(As of End-January, 2025)
| Indicated | Inferred | |||
| ZONE | Tonnes | Cu | Tonnes | Cu |
| Kt | % | Kt | % | |
| 1 | 761 | 0.73 | 393 | 0.70 |
| 2 | 1,936 | 0.59 | 818 | 0.56 |
| 3 | 149 | 0.48 | 1,151 | 0.62 |
| 4 | 1,205 | 0.71 | 563 | 0.90 |
| 5 | 247 | 0.51 | ||
| 6 | 525 | 0.79 | ||
| Total | 4,052 | 0.65 | 3,697 | 0.68 |
Notes
. MSO constraints based on a cut-off grade of 0.3%Cu
. Minimum thickness = 3m
. Minimum selectivity = 10m along-strike and down-dip
. Based on Dec 2018 resource block model
Table 14-34. Grade-Tonnage Table - Indicated Resources Only- Ulveryggen

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 158 |
15 MINERAL RESERVE ESTIMATES
Not applicable
16 MINING METHODS
Not applicable
17 RECOVERY METHODS
Not applicable
18 PROJECT INFRASTRUCTURE
Not applicable
19 MARKET STUDIES AND CONTRACTS
Not applicable
20 ENVIRONMENTAL STUDIES, PERMITTING AND SOCIAL IMPACT
Not applicable
21 CAPITAL AND OPERATING COSTS
Not applicable
22 ECONOMIC ANALYSIS
Not applicable
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 159 |
23 ADJACENT PROPERTIES
There are other claim holders in the Repparfjord area, as shown in the plan in Figure 23-1. The companies holding the claims, beside Nussir, are:
| • | Grønnstein AS, Norwegian exploration company. |
| • | Aurum Future Minerals AS, owned by Ireland-based Aurum Discovery Ltd |
As can be seen from the plan, these other claims are either immediately to the west or east of Nussir’s claims.
The Author has not visited these other properties and is therefore unable to verify information pertaining to the presence of mineralization on the adjacent properties. These properties are not necessarily indicative of the mineralization associated with the Nussir and Ulveryggen projects that is the subject of this report. The information provided in this section is simply intended to provide examples of other properties that exist in the region.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 160 |
Figure 23-1. Claims in the Repparfjord Area
[Source: Norwegian Directorate of Mining]

| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 161 |
24 OTHER RELEVANT DATA AND INFORMATION
Non-applicable.
25 INTERPRETATION AND CONCLUSIONS
25.1 Risks and Uncertainties
There are several risks and uncertainties associated with the Nussir and Ulveryggen projects that should be considered; however, there are also several generic risks that are associated with nearly all exploration and mining project, including but not limited to the following:
| • | Sensitivity of the mineral resource to metal pricing |
| • | Supply chain cost escalation for contractors and service providers |
| • | Possible exploration permitting difficulties, related costs, and resulting delays |
The project specific risks and uncertainties that the Author has identified are discussed in this section of the report.
25.1.1 Drillholes
There are some errors associated with elevation of drillhole collars when compared to the LiDAR data. In general, the elevation differences seem worse for the Ulveryggen deposit than at the Nussir deposit. However, this observation might be due to the sharp changes in topography at the Ulveryggen deposit, where many very steep faces and slopes are left by the historical open pit mining, making the LiDAR pick-up more difficult. The risk of errors having any appreciable effect on resource estimation is minimal. These errors can be mitigated with more accurate measurements of historical and recent drillhole collars. The Author concludes that the data management of drillholes is of sufficient quality to support the estimation of a mineral resource.
25.1.2 Density Measurements.
For both the Nussir and Ulveryggen projects, the density measurements taken do not cover the full extent of the deposit, nor do they fully cover all strata associated with the mineralization. As such, there is a risk associated with the assumed densities in some parts of the deposit. This risk can be mitigated in the future with the collection of further density measurements with each successive drilling program and by analysing these results for refinement of any future estimations of a mineral resource for the projects. The Author concludes that the density measurement are sufficient to support the estimation of a mineral resource.
25.1.3 Rejects/Pulps Inventory.
There is a small risk associated with incomplete inventories of available rejects and pulps, for both Nussir and Ulveryggen. This risk can be mitigated by preparing updated inventories for both Løkken and Skaidi.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 162 |
25.1.4 Historic QA/QC Procedures.
The little QAQC information is available for the data prior to 2008 at Nussir (representing approximately 30% of all current samples) and prior to 2010 at Ulveryggen (representing approximately 85% of all current samples). There is a risk of potential bias and lack of precision associated with this older data. In later years, QA/QC procedures have been applied progressively more rigorously. The weakness of this old data can be mitigated in the future with further sampling and new data. The Author concludes that the historical QAQC is sufficient to support the estimation of a mineral resource.
25.1.5 Fault Zones - Nussir.
At the Nussir deposit, there are some fault intersections in drillholes in the Eastern part of the deposit, which were could not be built into coherent fault models, so faults are not represented in the current geological model. Given the overall continuity of the mineralised structures at Nussir, and the observed outcrop continuity, it does not appear likely that faults significantly affect the resource model and subsequent estimation. However, to mitigate this risk, it is recommended that fault models are interpreted as the project develops, using additional drilling results and more detailed mapping of surface topography. The Author concludes that the continuity of strata and mineralization, along with the current interpretations of fault structures is of sufficient quality to support the estimation of a mineral resource.
25.1.6 Structural Modelling - Nussir.
The wide-spaced drilling at the Nussir deposit could be possibly picking up other structural geological features that might affect the overall geometry of mineralised zones. To mitigate this risk, it is recommended that any other structural geological details are accounted for as the project develops, using further drilling results and more detailed mapping of surface topography. The Author concludes that the current stead of the structural information available for the deposit is sufficient to support the estimation of a mineral resource.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 163 |
25.2 Results and Interpretations
There are several opportunities to improve the current results that should be investigated further as part of the ongoing development of the Nussir and Ulveryggen projects.
25.2.1 Exploration Targets - Nussir.
The Nussir deposit is open to the west and to depth. In particular, the current limit of Inferred category resources excludes the influence of thee deep drillhole intersections, because they are excessively distant to the grid of holes above. The exploration target potential was derived by modelling the identified mineralization. The volume of the modelled areas determines the potential tonnage statement in the exploration target. The grade range given in the exploration target is determined with consideration to the drill results within the modelled exploration target area and consideration of the geological setting in an established mineral resource estimate area. The potential tonnages and grades are therefore conceptual in nature and are based on previous drill results that defined the approximate length, thickness, depth and grade of the portion of the mineral resource estimate. There has been insufficient exploration and data collection to define a current mineral resource for the exploration target and the Issuer cautions that there is a risk that further exploration will not result in the delineation of a mineral resource. The exploration target around these deeper intersections therefore represents a tonnage between 8.5 Mt and 16.5Mt, and a Cu grade between 0.7 and 1.3% Cu, between 9 and 17 g/t silver, and 0.1 and 0.15g/t gold.
There are also a number of mineralized targets occur both downdip and along strike of the mineralized exploration target that has been defined. This mineral potential has not been properly tested by drilling. Additionally, a number of mineral targets currently outside of the resource area of the Nussir and Ulveryggen deposits are supported by geological mapping and limited drilling. This means that additional infill and exploration drilling is warranted to more fully test favourable stratigraphy both regionally and directly at Nussir and Ulveryggen deposits.
25.2.2 Exploration Targets - Ulveryggen
The Ulveryggen deposit is open to depth, and based on geochemical sampling and geophysics, there are drilling targets both along strike and down-dip.
25.2.3 Double Mineralised Intersections – Nussir deposit
There are some instances at Nussir, mainly in the more folded west end, of single drillholes picking up two mineralised intersections. This could be due to reverse faulting, and when drilled sufficiently in the future, could lead to an improved interpretation with more mineralised material that is currently modelled. These potentially repeated strata are only known to occur over 2.5 of the 10 km strike length of known mineralization. Limited drilling has been done to date to fully test the mineral potential of this possible extension. Given the presence of a mineral resource adjacent to this parallel zone of favourable strata, it means additional drilling is warranted but there is no guarantee that additional drilling will result in the delineation of a mineral resource in these areas.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 164 |
25.2.4 Inferred Resource Conversion – Nussir deposit
The Nussir deposit is open to depth over much of its strike length, as well as westwards. If the project progresses and the proposed underground development commences, this could allow much closer and offset access for drilling of deeper zones. This would provide an opportunity to significantly extend Indicated resources to depth and westwards. Additional drilling should be designed in order to enable a significant proportion of the deposit to be reclassified into a higher category of confidence, such as Indicated category, as well as provide a more accurate interrelation and structural geology and mineralised zones. Stakeholders should be cautioned that addition drilling is not a guarantee for upgrading the resource category.
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 165 |
25.2.5 Inferred Resource Conversion – Ulveryggen deposit
There are numerous areas currently modelled at the Ulveryggen deposit, where the current drilling density does not support an Indicated resource categorisation. Additional drilling should be designed to enable a significant proportion of the deposit to be reclassified into a higher category of confidence, such as Indicated category, as well as provide a more accurate interrelation and structural geology and mineralised zones. Stakeholders should be cautioned that additional drilling is not a guarantee for upgrading the resource category.
25.3 Conclusions
The updated mineral resource estimate with an effective date of January 20, 2025, has these conclusions from the Author and are as follows:
| • | The geological setting and character of the sedimentary-hosted copper mineralization identified to date on the Project, and specifically at the Nussir and Ulveryggen deposits, are of sufficient enough merit to justify additional exploration expenditures. |
| • | The majority of drill holes completed to date were targeting the mineral resource totalling 345 core drill holes for 69,440 metres. |
| • | Drilling has identified extensive, conformable, sedimentary strata that are well mineralized that remain open for growth. Geological mapping on surface and drilling both along strike and downdip of the mineral resource have identified the same favorable host rocks for copper mineralization indicating mineral potential warranting additional drilling to more fully test these favorable strata both regionally and at the Nussir and Ulveryggen deposits. |
| • | There is a parallel zone of mineralization that has been identified that is believed to be a potential fault repetition, tested only by limited drilling over a 2.5 km stretch of the 10 km strike extent of the favorable strata. A number of additional mineral occurrences occur outside of the deposits, such as the Western zone, that require addition exploration beyond infill and exploration drilling directly around the mineral resource wireframes. |
| • | There is general support for the project at the exploration stage of mineral resource development from the affected communities in the area, as those communities will benefit from local employment. |
| • | The Author has reviewed the procedures for drilling, sampling, sample preparation and analysis, and is of the opinion that they are appropriate for the deposit style and mineralization. |
| • | The Author has reviewed the quality control results (QA/QC) and did not find any material issues, so the Author is of the opinion that the databases for the mineral resource are of sufficient quality to estimate mineral resources. |
| • | Mineral resources were estimated using a 0.30% copper cutoff value for potential underground extraction that will need to be studied further in the future. |
| • | Measured mineral resources for the Nussir deposit are presented in Table 25-1. |
| • | For the Ulveryggen deposit, the Indicated mineral resources are presented in Table 25-2. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 166 |
Table 25-1. Nussir Resource Estimation Summary
Effective Date: 20th January, 2025
| Category | Tonnes | Cu | Ag | Au | Cu Eq | Cu Metal | Ag Metal | Au Metal |
| Mt | % | g/t | g/t | % | Kt | Koz | Koz | |
| Measured | 2.69 | 1.08 | 12.8 | 0.18 | 1.31 | 29 | 1,103 | 16 |
| Indicated | 26.03 | 1.01 | 12.3 | 0.11 | 1.19 | 263 | 10,288 | 92 |
| Meas+Ind | 28.72 | 1.02 | 12.3 | 0.12 | 1.20 | 292 | 11,391 | 108 |
| Inferred | 31.99 | 1.01 | 14.6 | 0.14 | 1.23 | 324 | 14,972 | 143 |
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. |
| 3. | Density values for Nussir were estimated from density sample values or assigned default average values where insufficient samples occur nearby. |
| 4. | MRE constraint wireframes were generated for a cut-off grade of 0.30% Cu, related to potential underground mining. |
| 5. | Metal prices assumed for this MRE were US$4.20 lb Cu, US$27.00/Oz Ag and US$2,200oz Au, which represent reasonable long-term consensus metal pricing. |
| 6. | Metallurgy recovery assumptions were 96% Cu, 80% Ag and 93% Au, which stem from SGS metallurgical testwork completed in 2022. |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 167 |
Table 25-2. Ulveryggen Resource Estimation Summary
Effective Date: 20th January, 2025
| Resource | Tonnes | Cu | Cu Metal |
| Category | Mt | % | Kt |
| Indicated | 4.05 | 0.65 | 26.3 |
| Inferred | 3.70 | 0.68 | 25.0 |
Notes:
| 1. | CIM definitions were followed for MRE. |
| 2. | A minimum mining width of 2.0 m was applied in making the MRE constraint wireframes. These wireframes were generated using a preliminary MSO. |
| 3. | A global density value was assigned for Ulveryggen, based on analysis of density measurements. |
| 4. | MRE constraint wireframes generated for a cut-off grade of 0.30% Cu, related to potential underground mining. |
| 5. | The assumed metal price assumed for this MRE was 4.20 $/lb Cu, which represents a reasonable long-term value. |
| 6. | The assumed metallurgical recovery was 96% Cu, which stems from SGS metallurgical testwork completed in 2022. |
| 7. | The cut-off grade of 0.30% Cu was derived from the price and recovery values above, as well as a smelter payability of 97.3% and an assumed total operating cost $26.20/t of ore. |
| 8. | Rounding may result in apparent summation differences between tonnes, grades and metal content; not considered material. |
| 9. | Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. |
26 RECOMMENDATIONS
26.1 Sample Preparation, Analyses, and Security
| • | Develop rigorous quality control and quality assurance (“QA/QC”) policy for standards, blanks and duplicate sample when drilling that is monitored on a batch-by-batch basis when data is received from the accredited laboratory. |
| • | Consider the use of prep- and or reject duplicate samples to enhance the QA/QC |
| • | Select certified reference material (CRM) that are more aligned to the grades of the Nussir and Ulveryggen deposits for copper, gold and silver; being mindful that if geochemically testing for platinum and or palladium, it might require a different CRM. |
| • | Develop an umpire or secondary independent laboratory, remitting approximately 10 to 15% of the total samples, and select analysis methodologies that are similar to the primary laboratory. This will provide future assurances that the range of grades seen in the analytical certificates are valid and respected. |
| • | Consider centralizing all pulp and reject storage |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 168 |
26.2 Data Verification
| • | Finish the drill collar validations done in 2019, referencing the Devisight system from Devico for the X and Y coordinates, and then validating elevation (or Z) data between the surveys for each of the drill collar locations against the LiDAR survey. Having a valid elevation data strengthens the respect of the mineral resource modelling. |
| • | Consider a more rigorous check analysis program, if the analytical pulps are available from prior drilling program results. At a minimum, select approximately 100 to 200 pulps from each round of drilling that would be re-run at both the primary and secondary laboratory. |
| • | Consider moving point and vector data from drilling into a proper database management system such as MX Deposit. This includes but is not limited to drill collar information, lithological data, structural data, sample data, and analytical results. The advantage of such a cloud-based database management system is that it negates expensive software purchasing and it can be linked to major 3D modelling programs such as Seequent’s Leapfrog Geo and other programs. |
26.3 Further Studies
| • | An optimization and or trade-off study should be done to assess a conventional tailings facility approach for any future engineering studies |
| • | Consider building a Leapfrog Geo model of all lithological units and structures that is maintained and updated regularly when new surficial mapping and or drilling is completed. This will help better guide future studies and mineral resource estimation processes. |
| • | Consider adding RMR to the geomechanical (rock mechanics) data collection in addition to the RQD work already part of the core logging process. This methodology is typically done for deposits that potentially could be extracted through an underground. |
| • | Consider adding point load testing (“PLT”) to the geomechanical data collection process in the coreshack. The addition of this process will provide rock quality and strength information that will be invaluable when assessing ground stability in future engineering studies. It will also provide a large dataset that can be used in conjunction with any analytical program carried out at a rock mechanics laboratory |
| • | Consider a regular analytical process at a rock mechanics laboratory to backstop geomechanical data collection. Testing could include UCS, BTS, and Triaxial measurements. If a PLT is collecting |
| • | Consider taking a coreshack measurement of specific gravity for each sample marked for collection or add an analytical pulp or reject measurement at the primary laboratory. The addition of a larger number of specific gravity measurements will greatly enhance the estimation of the tonnes on a block by block basis in the mineral resource model, as currently the estimations are using average values for lithologies. |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 169 |
26.4 Exploration Program and Budget
For further development of the project, The Author recommends a work program at the Nussir and Ulveryggen projects that includes the preparation of the development of an exploration decline (including logistics and support), exploration drilling and optimization studies including engineering. A summary breakdown of this work program is presented below along with associated estimated costs expected to cost C$13.0 million (Table 26-1).
Table 26-1. Proposed Budget
| Item | (C$000) |
| Underground access (decline) preparation, exploration logistics and support | 4,000 |
| Exploration – drilling 25,000 to 30,000 m | 6,000 |
| Optimization studies including engineering studies | 3,000 |
| Total | 13,000 |
| Adam Wheeler | January 2025 |
| Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects | 170 |
27 REFERENCES
Dalsegg, Einar. Elvebakk, Harald and Rønning, Jan S. 2013. Geofysiske bakke- og borehullsmålinger ved Nussir i 2013, Kvalsund kommune, Finnmark. Trondheim : Norwegian Geological Survey, 2013.052 ISSN0800-3416.
Dalsegg, Einar and Rønning, Jan S. 2011. Geofysiske målinger Nussir- Ulveryggen, Kvalsund kommune, Finnmark. Trondheim : Norwegian Geological Survey, 2011.072 ISSN0800-3416.
Girard, Romain, Pullman, Bryan, and Balding, Barry. Nussir & Ulveryggen Copper Project PFS, 2017.
Heincke, Bjørn H. Koziel, Janusz. Walker, Peter and Lynum, Rolf. 2008. Helicopter-borne geophysical measurements for mineral exploration at Nussir, Kvalsund, Finnmark. Trondheim : Norwegian Geological Survey, 2008.020 ISSN0800-3416.
Hitzman, Murray W. 2008. A New view of the Zambian Copperbelt. Misty Hills, South Africa : Colorado School of mines, 2008.
Nilsen, Kjell S., 2019. Nussir and Ulveryggen – Geological Report.
Pharaoh, Tim C, Jansen, Øystein and Ramsey, Donald M. 1983. Stratigraphy and structure of the northern part of Repparfjord-Komagfjord Window, Finnmark, Northern Norway.
Trondheim : Universitetsforlaget, 1983. B0007B7JF6.
Rønning, Jan S., Dalsegg, Einar and Walker, Peter. 2007. Vurdering av helikoptergeofysikk over Nussirforekomsten. Trondheim : Norwegian Geological Survey, 2007. ISSN0800-3416.
Sandstad, Jan Sverre., Viola, G. & Nilsson, L. 2007. Reconnaissance structural geologic mapping and field XRF analyses of the Ulveryggen copper deposit, Finnmark, Norway. Norges geologiske undersøkelse Report 2007.060.
Sandstad, Jan Sverre. 2010. Microscope and SEM investigations of thin sections from the Nussir copper deposit, Kvalsund, Finnmark, Northern Norway. Trondheim : Norges geologiske institutt, 2010.025 ISSN0800-3416.
SGS, 2019. An Investigation into the Recovery of Copper from the Nussir Deposit. Project 12527-04 0 Report 2.
Simonsen Vogtwiig, 19/12/2024. “Title and Corporate Opinion’ from Blue Moon”.
Viola, Giulio. Sandstad, Jan S. Nilsson, Lars P. Heincke, Bjørn. 2008. Structural and ore geological studies in the northwestern part of the Repparfjord Window, Kvalsund, Finnmark, Norway. Trondheim : Norgesgeologiske institutt, 2008.029, ISSN0800-3416.
Wheeler, Adam. May 2012. “Nussir Report Estimation Updated May 2012”.
Wheeler, Adam. March 2014. “Nussir Report Estimation Updated March 2014”.
Wheeler, Adam. October 2016. “Nussir Report Estimation Updated May 2016”.
Wheeler, Adam. January 2018. “Nussir Report Estimation Updated May 2018”.
| Adam Wheeler | January 2025 |
Exhibit 99.116
CONSENT
February 27th, 2025
| To: | British Columbia Securities Commission |
Alberta Securities Commission
Autorite des marches financiers
I, Adam Wheeler, do hereby consent to the public filing of technical report entitled “Technical Report on the Mineral Resources of the Nussir and Ulveryggen Projects, Norway” and dated 24th January, 2025 (the “Technical Report”) by Blue Moon Metals Inc (the “Issuer”), with the TSX Venture Exchange under its applicable policies and forms in connection with the acquisition by the Issuer of a 99.5% interest in Nussir ASA (and the Nussir Property), pursuant to a share purchase agreement dated December 19, 2024, as further described in news releases dated December 19, 2024 and November 17, 2024, and I acknowledge that the Technical Report will become part of the Issuer’s public record.
| /s/ “Adam Wheeler” | |
| Adam Wheeler | |
| Signature Date: February 27th, 2025 |
Exhibit 99.117
Consent of Alan J. San Martin P. Eng.
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Alan J. San Martin P. Eng. | |
| Alan J. San Martin P. Eng. | |
| Dated: January 15, 2026 | |
| SLR Consulting (Canada) Ltd. |
Exhibit 99.118
Consent of Adam Wheeler,C. Eng., Eur Ing., FIMMM
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Adam Wheeler | |
| Adam Wheeler,C. Eng., Eur Ing., FIMMM | |
| Dated: January 15, 2026 |
Exhibit 99.119
Consent of Christopher Jacobs, C. Eng., MIMMM
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Christopher Jacobs | |
| Christopher Jacobs, C. Eng., MIMMM | |
| Dated: January 15, 2026 | |
| MICON INTERNATIONAL LIMITED |
Exhibit 99.120
Consent of Justin Taylor, P. Eng.
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Justin Taylor | |
| Justin Taylor, P. Eng. | |
| Dated: January 14, 2026 |
Exhibit 99.121
Consent of Peter Szkilnyk, P. Eng.
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Peter Szkilnyk | |
| Peter Szkilnyk, P. Eng. | |
| Dated: January 15, 2026 | |
| MICON INTERNATIONAL LIMITED |
Exhibit 99.122
Consent of Richard Gowans, P. Eng.
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Richard Gowans | |
| Richard Gowans, P. Eng. | |
| Dated: January 15, 2026 | |
| MICON INTERNATIONAL LIMITED |
Exhibit 99.123
Consent of Scott Wilson, C.P.G, SME-RM
The undersigned hereby consents to the use of their report(s), and the information derived therefrom, as well as the reference to their name, in each case where used or incorporated by reference in the Registration Statement on Form 40-F of Blue Moon Metals Inc. being filed with the United States Securities and Exchange Commission, and any amendments thereto.
| /s/ Scott Wilson | |
| Scott Wilson, C.P.G, SME-RM | |
| Dated: January 15, 2026 |
Exhibit 99.124
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the inclusion in this Registration Statement on Form 40-F of Blue Moon Metals Inc. of our report dated April 11, 2025, relating to the consolidated financial statements Blue Moon Metals Inc. for the years ended December 31, 2024 and 2023.
| /s/ Davidson & Company LLP | |
| Vancouver, Canada | Chartered Professional Accountants |
| January 15, 2026 |
