Blue Moon Metals has agreed to sell its Norwegian subsidiary, which holds the Nussir copper mine, to ACG Metals in an all-share deal valued at $220m.

Under the definitive agreement, ACG will acquire all outstanding equity securities of Blue Moon Norway.

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The subsidiary includes the construction-stage Nussir mine and the exploration-stage NSG property.

The transaction value is subject to post-closing adjustments for net debt, working capital, intercompany balances and other items, with any adjustments settled in cash.

Under the terms, ACG will issue Class A Ordinary Shares at an implied price of £18.70 ($25) per share, based on the 30-day volume weighted average price (VWAP).

Blue Moon expects to receive around 8.85 million ACG shares, representing a 27.6% stake on a basic basis, or 21.8% on a fully diluted basis.

The agreement includes a six-month lock-up period, during which Blue Moon cannot sell the received shares unless both parties agree.

Plans are in place for Blue Moon to distribute the shares to its own shareholders within 12 months of the deal’s closure.

The deal is anticipated to close by 30 November 2026, subject to approvals from ACG shareholders, the TSX Venture Exchange, and other customary requirements.

Blue Moon CEO Christian Kargl-Simard said: “The sale of Blue Moon Norway for equity consideration in ACG maintains our exposure to our assets while simultaneously streamlining our portfolio and eliminating the need to add debt or precious metal streams to our balance sheet.”

According to Blue Moon, 80.7% of ACG shareholders have reached irrevocable agreements to support the transaction, exceeding the 75% threshold needed for approval. Blue Moon shareholder approval is not required.

Proceeds from the sale will be used to repay amounts drawn from the Nussir project finance package with Hartree Partners and Oaktree Capital Management.

Blue Moon states that its US critical minerals assets will remain unencumbered following completion.

It will focus its attention on advancing its Springer and Apex mines in the US, aiming to bring them into production by the end of 2027.

Blue Moon’s board of directors has unanimously approved the transaction, following advice from external advisers.

Canaccord Genuity is serving as the financial adviser to Blue Moon for the transaction, while legal counsel is being provided by Bennett Jones and Simonsen Vogt Wiig.