LONDON: ACG Metals Limited has agreed to acquire Blue Moon Norway AS from Blue Moon Metals Inc. for $220 million in shares, the company said, in a deal that adds the construction-stage Nussir copper mine to its portfolio and creates what it describes as a high-growth European copper company.

The acquisition includes Blue Moon Norway’s 94.52% interest in Nussir, an underground copper project with gold and silver by-products near Hammerfest in northern Norway, as well as other Norwegian development interests. ACG said it expects to consolidate its interest to 100% within 12 months.

Nussir is targeting first copper concentrate in the first half of 2028. The company said all Nussir permits are valid and remain in force, and that the project is designated an EU Strategic Project under the Critical Raw Materials Act with previously stated Norwegian government support.

ACG said Nussir is expected to average approximately 18,400 tonnes of copper-equivalent production per year over 2029–2033 on a 100% basis, taking combined production with its Gediktepe asset in Türkiye to more than 50,000 tonnes per year. At ACG’s 94.52% completion interest, expected attributable Nussir production is approximately 17,400 tonnes of copper-equivalent per year over the same period.

The two assets are expected to generate combined asset-level EBITDA averaging approximately $370 million per year and combined asset-level free cash flow averaging approximately $267 million per year over 2029–2033, ACG said. The figures use consensus commodity prices, exclude group corporate costs and financing, and are not cash available for distribution to shareholders.

“This is a transformational transaction that creates a fast-growing European copper champion with industry-leading free cash flow margins,” ACG Chairman and Chief Executive Officer Artem Volynets said in a statement. “Two cornerstone assets that are just entering production, significant brownfield and greenfield growth opportunities across a well-diversified portfolio in two of the best mining jurisdictions, strategically positioned to supply Europe with copper.”

The $220 million cash-free and debt-free consideration is payable in new ACG class A ordinary shares at £18.70 per share, the 30-trading-day volume-weighted average price as of Oct. 30, 2026. About 8.85 million consideration shares will be issued to Blue Moon, representing approximately 27.6% of ACG’s enlarged issued ordinary share capital and 21.8% on a fully diluted basis.

Blue Moon is obliged to distribute the consideration shares to its shareholders six to 12 months after completion, giving them continued exposure to ACG’s enlarged asset base rather than a cash exit. Blue Moon will have the right to appoint an observer to ACG’s board for as long as it holds more than a 10% interest.

Dr Karin Thorburn, an independent Blue Moon director and professor of finance at the Norwegian School of Economics, is expected to join ACG’s board as an independent non-executive director on completion.

ACG said approximately $84 million of Nussir’s initial capital expenditure will have been spent by completion, leaving $126 million. The company said it is assessing several proposals covering the full remaining capex, which may include refinancing existing bonds.

Completion is subject to conditions including ACG shareholder approval to issue the consideration shares without pre-emption rights, relevant in-country regulatory approvals, repayment of the Hartree loan, transfer of the Hartree offtake parent guarantee and release of other credit support. Irrevocable support undertakings represent approximately 80.7% of ACG’s issued share capital. The TSX Venture Exchange has confirmed Blue Moon shareholder approval is not required.

Closing is anticipated by Nov. 30, 2026, with a Dec. 15, 2026, long-stop date under the acquisition share purchase agreement. ACG said it expects to publish a shareholder circular and general meeting notice later today, with the meeting expected on or around Nov. 25, 2026.

Nussir’s feasibility study reports Measured and Indicated Mineral Resources of 28.72 million tonnes at 1.02% copper, inclusive of reserves; Inferred Mineral Resources of 31.99 million tonnes at 1.01% copper; and Proven and Probable Ore Reserves of 24.98 million tonnes at 0.81% copper, with gold and silver by-products. The feasibility-study mine life is approximately 13 years, from 2028 to 2041, including partial production years.

The Norwegian portfolio also includes exposure to the Sulitjelma copper-zinc deposits in Nordland, which have a reported combined Inferred Mineral Resource of 17.07 million tonnes at 1.06% copper and 0.21% zinc. Blue Moon has agreed to combine Nye Sulitjelma Gruver AS with adjacent Sulitjelma licences held by Alpha Future Funds. ACG would acquire an approximately 30% interest in the enlarged VMS Explorations AS business if that combination completes before the acquisition; otherwise it would retain NSG, subject to definitive agreements.

ACG said it intends to deploy its Gediktepe build team and construction, technical and operating expertise at Nussir, with shared corporate, technical and procurement functions. The company said it will retain all Blue Moon Norway employees and prioritize local recruitment.

ACG also said it intends to seek an additional North American listing of its ordinary shares within 12 months of completion and to seek a transfer to the equity shares (commercial companies) category of the Financial Conduct Authority’s Official List in the first half of 2027, which it said is intended to enable eligibility for the FTSE UK Index Series, including the FTSE 250, subject to approvals and other requirements.

The $220 million consideration is equivalent to approximately 0.59 times the $375 million broker consensus net asset value for the Norwegian portfolio, ACG said. The company said the transaction is expected to be immediately net asset value per share accretive on completion, before synergies.