Hercules Metals Enters into Strategic Agreement with Barrick to Consolidate 73 - K ilometre Claim Belt Around its Leviathan Copper Discovery in Idaho Transformative agreement to secure control of America’s newest porphyry copper
Hercules Metals
Enters into Strategic Agreement with
Barrick
to
Consolidate
73
-
K
ilometre
Claim
Belt
Around its Leviathan
Copper
Discovery
in Idaho
Transformative
agreement
to
secure
control
of
America’s newest
porphyry copper
district
Barrick increases its equity
stake
in
the Company
and
positions Hercules
to
advanc
e
a
district
-
scale exploration strategy
moving forward
.
Agreement
grants
Hercules an option
to
acquire
the
7
3
-
kilometre
“Olympus”
claim
belt
,
extending
in both directions
from its Leviathan porphyry
copper
discovery
.
Expands the Company’s total land position
from 26,000 acres
to over 100,000
acres.
Toronto, Ontario / Ju
ly
2
8
, 2025
–
Hercules Metals Corp. (
“
Hercules
”
or the
“
Company
”
) (TSX
-
V: BIG) (OTCQB: BADEF) (FRA: C0X)
is pleased to
announce
that
Hercules and
it
s wholly
-
owned U.S. subsidiary
, Anglo
-
Bomarc, U.S., Inc. (“
Anglo
”)
ha
ve
entered into a strategic option agreement
(the “
Agreement
”) with
Barrick
Gold
Exploration Inc. (“
BGE
”), a wholly
-
owned
U.S.
subsidiary of Barrick
Mining Corporation
(
NYSE:
B
) (
TSX:
ABX
) (“
Barrick
”)
to
lead
a consolidated
district
-
scale exploration
strategy
and
earn a 100% interest
(the “
Option
”)
in over 7
4
,000 acres of unpatented
mining claims (
the
“
Olympus
Claims
”
)
surrounding
the Company’s
Hercules property
and
the
flagship Leviathan porphyry discovery
in western Idaho (the “
Property
”).
In
exchange,
Barrick
will increase its
equity position in the Company.
Chris Paul, CEO and Director of Hercules Metals, commented,
“
Consolidating the 73
-
kilometre Olympus copper belt
represents a once
-
in
-
a
-
lifetime opportunity
for
Hercules
shareholders
and
signifies
a strong endorsement of
our team’s
execution and vision
. W
e
are
honoured
by
Barrick
’
s
confidence
as we advance
Leviathan
alongside
a greatly
expanded
district
-
scale exploration strategy
moving forward
.
”
“The Leviathan system
host
s
evidence of
a
rare and exceptional copper
-
silver enrichment
event
which
formed during a regional
tectonic
episode
that
potentially affect
ed
the entire
Olympus
belt of claims
, making it
one of the largest and most
compelling
new
copper
projects
in the United States today
.
”
Mr. Paul concluded, “
This transaction comes at a time of major change for mining in the
U
nited State
s, with
significant tailwinds in the form of
streamlined federal permitting
and
a potential
50% tariff on
foreign
copper
. The
impact
s
of
this, along
side
rising
price
s and
de
clining
reserves
in the
U.S.
,
position
s Hercules
to
deliver exceptional
value
for
our
shareholders
moving forward
.
”
Overview of the Transaction
Th
e
Option
, if exercised,
will
increase
the Company’s original 26,000
-
acre land position
to
over
100,000 acres
and
establish Hercules as
a controlling
claim holder
in
one of the
most prospective new
porphyry
copper
belts
in the United States
(Figures 1
and 2
)
. The
Olympus
Claims
package
encompasses numerous
porphyry targets
along trend
from
the
Leviathan
system,
enabl
ing
Hercules to deploy
its
proprietary strategy of specialized
mapping and deep
-
penetrating geophysics to rapidly identify additional porphyry targets
for drill testing
.
Pursuant to the Agreement
, Hercules will
make
staged payments
, either
through issuance
of common shares in its capital (the “
Shares
”)
, or cash, at its election (the “
Option
Payments
”),
to
BGE or its designee
totalling C$8 million
,
over three years
.
On exercise
of the Agreement,
Anglo will grant BGE
a net smelter return royalty
(the “
NSR
Royalty
”)
of 1% on the Olympus
C
laims, which can be bought
back and reduced
to 0.25%.
Figure 1:
The Hercules Copper Belt claim map, before acquisition of
the
Olympus
C
laims
.
Figure
2
:
The Hercules Copper Belt claim map, with the acquisition of
the
Olympus
C
laims
.
Terms of the Agreement
Pursuant to the terms and subject to the conditions of the Agreement, the Company
has
the
O
ption to earn a 100% interest in the Olympus
C
laims, subject to the NSR Royalty,
by issuing
Shares
to
BGE
or its designee
according to
the following schedule:
Payment Date
Option
Payments
(VWAP C$)
*
Upfront
within 5 days of
receipt of TSXV Approval
$2,000,000
Unless Hercules terminates the option in advance of an anniversary, Hercules will issue:
First Anniversary
$2,000,000
Second Anniversary
$
2
,000,000
Third Anniversary
$
2
,000,000
TOTAL
$
8
,000,000
*The
Option
Payments
issuable pursuant to the Agreement will be
: (i)
for the first payment
,
equal to the greater of
the
5
-
day
volume
weighted
average price (“
VWAP
”) of the
Shares
on the TSX Venture Exchange (the “
TSXV
”) prior to the
issuance
,
and
the price reflecting the maximum permitted discount for the Shares under the rules of the TSXV
;
and
(ii)
for the
remaining
Option P
ayments, equal to the greater of
the 10
-
day VWAP of the Shares on the TSXV prior to each issuance
,
and
the price reflecting the maximum permitted discount for the Shares under the rules of the TSXV.
During the term of the Agreement,
the Company may
elect
to deliver cash payments
to
BGE
,
in lieu of
s
hare issuances
, for the Option Payments
.
In addition, the Company
has
the right
to accelerate
its exercise of the
o
ption
by
making all of
the
Option Payments
at
any time.
During the term of the Agreement, t
he Company
shall
reimburse
BGE
for dollar amounts
required by the United States Bureau of Land Management and recorders for the counties
in which
the
Olympus
C
laims
are
located,
to
maintain
the claims
in good standing and
record annual notices of intent to hold, for each relevant assessment year
.
On exercise of the Agreement, Anglo
will
also
grant
BGE
a 1%
NSR
from the sale of all
mineral products
on
the
Olympus
C
laims
, of which
¾ (
0.75% NSR
)
can be repurchased
for
a one
-
time lump sum payment of
US
$7.5 million
to
BGE
, reducing the overall NSR to
0.25%.
Hercules
will
not issue any shares to
BGE
or its designee
which
would result in
Barrick
or
its affiliates
owning more than 19.9% of the Company’s outstanding securities, including
convertible securities. If a
ny
share issuance would exceed this threshold, Hercules will
instead pay
BG
E
or its designee
a cash amount equal to the value of the excess shares.
Any Common Shares issued under the Option Agreement will be subject to a four
month
and one day hold period in accordance with applicable securities laws. The
Agreement
remains subject to acceptance of the TSXV.
N
o finder fee is payable in connection with
the Agreement.
MI 61
-
101
–
Related Party Transaction
At the time the
Agreement
was agreed to,
Barrick
Mining Corporation
owned
33,556,870
Common Shares, representing 12.82%
of the voting rights attached to the issued and
outstanding Shares and accordingly the
Agreement and related
issuance
s
of Shares to
Barrick
or its affiliates
thereunder
constitutes a “related party transaction” as defined in
Multilateral Instrument 61
-
101
–
Protection of Minority Security Holders in Special
Transactions
(“
MI 61
-
101
”). The related party transaction is exempt from the formal
valuation and minority shareholder approval requirements of MI 61
-
101 pursuant to
sections 5.5(a) and 5.7(1)(a), respectively, of MI 61
-
101 based on the fact that the fair
market value of the Common Shares to be issued pursuant to the Agreement does not
e
xceed 25% of the Company’s market capitalization, as calculated in accordance with MI
61
-
101.
The Agreement is not subject to disinterested
shareholder approval
.
Qualified Person
The scientific and technical information in this news release has been reviewed and
approved for disclosure by Dillon Hume, P.Geo. and Vice President, Exploration for the
Company. Mr. Hume is a "Qualified Person" for Hercules Metals within the meaning of
N
ational Instrument 43
-
101
-
Standards of Disclosure for Mineral Projects
.
About Hercules Metals Corp.
Hercules Metals Corp. (TSXV: BIG) (OTCQB: BADEF) (
FRA
: C0X) is an exploration
Company focused on developing
America’s newest porphyry copper district, in Idaho
.
The 100% owned Hercules Project located northwest of Cambridge, hosts the newly
discovered Leviathan porphyry copper system, one of the most important
new
discoveries
in the region to date. The Company is well positioned for growth through continued drilling,
supported by
a strategic investment
from
Barrick
Mining
Corporation
.
With the potential for significant scale, the Company’s management and board of
directors aims to build on its proven track record which includes the discovery and
development of numerous precious metals projects worldwide.
For further information please contact:
Chris Paul
CEO & Director
Telephone +1 (604) 670
-
5527
Email:
Greg DiTomaso
Investor Relations
Telephone: +1
(647) 243
-
4074
Email:
Dillon Hume
VP, Exploration
Telephone: +1 (604) 283
-
2043
Email:
This news release does not constitute an offer to sell or a solicitation of an offer to buy
any of the securities in the United States. Any securities referred to herein have not and
will not be registered under the United States Securities Act of 1933, as
amended (the
“
U.S. Securities Act
”) or any state securities laws and may not be offered or sold within
the United States or to U.S. Persons unless registered under the U.S. Securities Act
and applicable state securities laws of an exemption from such regi
stration is available.
Disclaimer for Forward
-
Looking Information
This news release contains certain information that may be deemed “forward
-
looking
information” with respect to the Company within the meaning of applicable securities laws.
Such forward
-
looking information involves known and unknown risks, uncertainties a
nd
other factors that may cause the Company’s actual results, performance or
achievements, or developments in the industry to differ materially from the anticipated
results, performance or achievements expressed or implied by such forward
-
looking
informati
on. Forward
-
looking information includes statements that are not historical facts
and are generally, but not always, identified by the words "expects," "plans," "anticipates,"
"believes," "intends," "estimates," "projects," "potential" and similar expressi
ons, or that
events or conditions "will," "would," "may," "could" or "should" occur. Forward
-
looking
information contained in this press release may include, without limitation, the expected
closing of the Agreement and issuance of
Common Shares, the expec
ted TSXV approval
of the Agreement, the
execution of future exploration programs on the Property; assay
results of future drill holes; results of operations, and the expected financial performance
of the Company.
Although the Company believes the forward
-
looking information contained in this news
release is reasonable based on information available on the date hereof, by its nature,
forward
-
looking information involves assumptions and known and unknown risks,
uncer
tainties and other factors which may cause our actual results, level of activity,
performance or achievements, or other future events, to be materially different from any
future results, performance or achievements expressed or implied by such forward
-
look
ing information.
Examples of such assumptions, risks and uncertainties include, without limitation,
assumptions, risks and uncertainties associated with general economic conditions; the
Covid
-
19 pandemic; adverse industry events; the receipt of required regulatory approval
s
and the timing of such approvals; that the Company maintains good relationships with the
communities in which it operates or proposes to operate, future legislative and regulatory
developments in the mining sector; the Company’s ability to access suffici
ent capital from
internal and external sources, and/or inability to access sufficient capital on favorable
terms; mining industry and markets in Canada and generally; the ability of the Company
to implement its business strategies; competition; the risk th
at any of the assumptions
prove not to be valid or reliable, which could result in delays, or cessation in planned work,
risks associated with the interpretation of data, the geology, grade and continuity of
mineral deposits, the possibility that results w
ill not be consistent with the Company’s
expectations, as well as other assumptions risks and uncertainties applicable to mineral
exploration and development activities and to the Company, including as set forth in the
Company’s public disclosure documents
filed on the SEDAR+ website at
www.sedarplus.ca.
THE FORWARD
-
LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE
REPRESENTS THE EXPECTATIONS OF HERCULES METALS AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER
SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD
-
LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS
INFORMATION AS OF ANY OTHER DATE. WHILE HERCULES METALS MAY ELECT
TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY
PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE
LAWS.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this press release.