Under the agreement, Blue Moon will receive approximately 8.85 million ACG Class A ordinary shares at an implied value of £18.70 per share, based on the shares’ 30-day volume-weighted average price. The consideration is subject to customary closing adjustments involving net debt, working capital, and intercompany balances.
Following completion, Blue Moon expects to hold approximately 27.6% of ACG’s outstanding shares on a basic basis and 21.8% on a fully diluted basis. The company has agreed to a six-month lockup period and intends to work with ACG to distribute the shares to Blue Moon shareholders within 12 months after closing.
The transaction represents a strategic shift for Blue Moon, which plans to concentrate its development resources on four critical metals projects in the United States. These include the Springer tungsten-molybdenum project, Apex germanium-gallium-copper project, Blue Moon zinc-gold-silver-copper project, and Turner gold-copper-zinc-silver project.
Blue Moon is targeting production at the Springer and Apex mines by the end of 2027. The company believes the sale will support these development plans without requiring additional debt or precious metal streaming arrangements to finance construction of the Norwegian assets.
At closing, Blue Moon intends to repay amounts drawn under its Nussir project financing package with Hartree Partners and Oaktree Capital Management. The company reported approximately $125 million in existing cash resources and undrawn funding commitments from The Elmet Group.
The transaction is also expected to leave Blue Moon’s U.S. critical metals assets unencumbered by security interests, providing greater financial flexibility as the company advances its domestic mining portfolio.
For ACG Metals, the acquisition adds the Nussir copper development project to its existing operations. ACG acquired the Gediktepe mine in Türkiye in September 2024 and is transitioning that operation from oxide gold and silver production toward longer-term copper production.
ACG intends to advance construction at Nussir and integrate the Norwegian assets into its broader strategy of building a diversified, copper-focused mining business.
Blue Moon President and Chief Operating Officer Skott Mealer is expected to join ACG’s board as an observer following completion. The existing Norwegian construction team will also work with ACG’s incoming personnel to support the transition.
Both companies anticipate closing the transaction by November 30, 2026, subject to regulatory and other customary approvals.
The deal requires ACG shareholder approval, with investors representing 80.7% of its shares having entered into irrevocable voting support agreements. The required approval threshold is 75%. Blue Moon shareholder approval is not required.
Blue Moon’s board unanimously approved the transaction following consultation with its financial and legal advisers. ATB Cormark Capital Markets provided a fairness opinion supporting the consideration from a financial perspective.
Canaccord Genuity is serving as financial adviser to Blue Moon, while Bennett Jones and Simonsen Vogt Wiig are acting as legal advisers.
The agreement gives Blue Moon an opportunity to redirect its operating priorities toward U.S. critical minerals while retaining an ownership interest in the development of its former Norwegian assets through ACG.
KEY QUOTES
“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. ACG’s unsolicited approach has offered a compelling transaction which immediately recognizes value for our Norwegian assets, provides exposure to strong free cashflow from ACG’s mines, while providing Blue Moon shareholders with the opportunity to participate in future ACG growth. We are pleased to maintain equity exposure for our shareholders to Blue Moon Norway and have full confidence in ACG’s ability to complete the construction of the Nussir mine, with the goal of becoming a mid-tier diversified mining company. Meanwhile the Company’s strong unlevered balance sheet will fund its four U.S. critical metals mines towards production, with shareholders having exposure to nine different commodities.”
Christian Kargl-Simard, Chief Executive Officer Of Blue Moon Metals
“ACG is very pleased to build upon Blue Moon’s progress and excited to take the Nussir mine into its next phase – production. We look forward to working together with Nussir’s team and communities to fulfill our goals and commitments. We also especially welcome Blue Moon shareholders to our register and to the fast-growing copper company with a vision to consolidate the sector.”
Artem Volynets, Chairman And Chief Executive Officer Of ACG Metals
