Norden Crown Announces Acquisition of Option over the Smart Creek Copper-GOLD Porphyry Project (Montana, USA) and Concurrent Non-Brokered Equity Financing
NEWS RELEASE
August 20, 2024 | VANCOUVER, BC
WWW.NORDENCROWNMETALS.COM TSXV:NOCR
NORDEN CROWN ANNOUNCES ACQUISITION OF OPTION OVER THE
SMART CREEK COPPER-GOLD PORPHYRY PROJECT (MONTANA, USA)
AND CONCURRENT NON-BROKERED EQUITY FINANCING
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, B.C., August 20, 2024. Norden Crown Metals Corporation (“Norden
Crown” or the “Company”) (TSXV:NOCR, OTC:NOCRF, Frankfurt:03E) is pleased to
announce that it has entered into a binding letter of intent dated August 19, 2024 (the
“Letter Agreement”) with Domestic Copper Corporation (“Domestic Copper”), a
privately held British Columbia company, providing for the acquisition by Norden Crown,
of 100% of the issued and outstanding securities of Domestic Copper (the
“Transaction”), being 3,000,000 common shares (the “Domestic Copper Shares”), in
exchange for 8,000,000 common shares of Norden Crown (the “Norden Crown
Shares”). The acquisition of Domestic Copper will result in the acquisition of the right to
acquire an up to 60% interest (subject to certain back-in rights) in the Smart Creek copper-
gold porphyry project, located approximately 16 kilometers north of Philipsburg, Montana
(the “Property” or the “Project”). The Property is under option from Rio Tinto Group
(through its subsidiary, Kennecott Exploration Company (“Kennecott”)) and consists of
570 unpatented federal mining claims (4,072 Ha) and 45 patented claims (312 Ha) in
Granite County, Montana (see Figures 1 and 2 below).
Patricio Varas, Chairman and CEO of Norden Crown, stated: “The acquisition of the
Smart Creek property marks the beginning of Norden Crown’s transition to copper and
precious metal exploration in the Americas, allowing the Company and its shareholders
to leverage the evolving EV and precious metals markets.” Mr. Varas further stated: “The
State of Montana is among the highest ranked mining jurisdictions globally by the Fraser
Institute and the Smart Creek project has key explorable characteristics, including
reactive host rocks, a large copper and gold endowed footprint, and previous drilling data,
including an intercept of 109 meters of 0.75% copper, which together support the project’s
potential to host a major bulk minable orebody that warrants commensurate exploration
expenditures.”
SMART CREEK – SUNRISE, Project Overview
The Project consists of 570 unpatented federal mining claims (4,072 Ha) and 45 patented
claims (312 Ha) in Granite County, Montana. The Property is located approximately 16
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km north of Philipsburg, Montana and is road accessible year-round (see Figures 1 and
2 below).
Figure 1. The location and proximity to past producers and active development projects of the Property and
the distribution of copper occurrences in the State of Montana1.
Porphyry-related copper, gold, silver and molybdenum mineralization is hosted in
sedimentary rocks of the Proterozoic Belt Supergroup and includes the reactive Helena
Formation (argillaceous carbonate sedimentary rocks), the main host to mineralization at
the Property. At the Property, the Helena Formation contains significant mineralization,
including copper-gold-silver-lead-zinc replacement style mineralization and porphyry
copper-gold-molybdenum mineralization. The Project contains two drill ready, high
priority targets known as the “Smart Creek” porphyry target and the “Sunrise” replacement
target that are separated by 1.5 kilometers (Figure 2). At Smart Creek, porphyry related
alteration and mineralization, as evidenced by surface showings (adits, pits and shafts)
and surface geochemistry, define an anomalous footprint measuring 5 by 3 kilometers
(Figure 2). The past producing Sunrise Mine target consists of replacement style lenses
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of high-grade copper, gold and silver that have potential for expansion through exploration
drilling with potential for an associated porphyry “root zone”. The Sunrise target has an
anomalous footprint defined by surface alteration, surface mineralization and surface
geochemistry measuring 3 by 2 kilometers (Figure 2).
Previous Diamond Drilling and Trenching at SMART CREEK – SUNRISE
A total of 40 historical diamond drill holes and 5 surface trenches are available for Smart
Creek and the most significant results are summarized in Table 1 below7,8. These holes
cut significant copper oxide and sulphide mineralization and alteration and collectively are
consistent with a distal copper-gold-molybdenite porphyry environment. Using 3.5 meter
minimum composite lengths, minimum grades of 0.1% copper and up to 3.5 meters of
internal dilution, there are 105 significant copper intercepts in 26 drill holes and 4 trenches
ranging from 3.5 meters of 0.14% copper to 109.73 meters at 0.75%. The abundance of
historical exploration information contained in these holes will be used to identify
prospective drill targets at Smart Creek.
HOLE OR FROM TO LENGTH COPPER GOLD SILVER
TRENCH ID (m) (m) (m) (%) (gpt) (gpt)
SMCR0022 0.00 109.73 109.73 0.75 0.05 18.74
SMCR0014 0.00 35.05 35.05 0.62 0.04 11.40
SMCR0008 60.96 129.54 68.58 0.27 0.01 5.97
SC-02 82.30 179.83 97.54 0.17 n/a n/a
M-3 3.40 45.70 42.30 0.39 n/a 7.92
SMCR0002 1018.50 1078.00 59.50 0.27 0.01 3.34
Trench_C 36.00 58.00 22.00 0.71 0.01 8.78
SC-01 71.63 100.58 28.96 0.47 0.07 6.51
Trench_A 0.00 38.00 38.00 0.32 0.03 6.81
Trench_C 0.00 30.00 30.00 0.39 0.01 10.34
SMCR0023 57.00 103.50 46.50 0.25 0.01 5.88
SMCR0026 181.50 225.35 43.85 0.24 0.07 3.64
SMCR0004 193.00 219.00 26.00 0.40 0.03 8.67
M-1 0.00 10.70 10.70 0.96 n/a 6.35
Table 1. Significant historical drill and trench intercepts at Smart Creek7,8.
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Figure 2. The economic geology of Smart Creek including surface geology, historical drilling, surface
mineralization (adits, prospects and shafts) and anomalous footprints for the drill ready Smart Creek and
Sunrise targets8.
SMART CREEK – SUNRISE, Historic Exploration and Mining
Historic mining activity from the Project area included high-grade copper-silver ore
(several thousand tonnes) taken from the Copper State Mine prior to 1930 (Smart Creek
area), placer gold dredging in the late 1800s and early 1900s (northeastern margin of the
Property), and production of ~12,500 oz of gold from thin manto-style beds and fissures
averaging 0.2 opt Au, 1 opt Ag and 1.5% Cu at Sunrise9,10 (Figure 1). Placer mining
between 1943 and 1947 concentrated scheelite for the war effort which resulted in
~215,000lbs of 63% WO39. Previous exploration on the Property includes drilling
conducted in the late 1960s by Bear Creek Mining (5 holes) and Melissa Syndicate (8
holes), targeting near surface copper-silver (+/- lead, zinc) mineralization in search of
sediment-hosted copper at Smart Creek9,10 (Figure 1). Smart Creek Resources
completed 12 lines of IP from 2010-2012 and attempted to drill 2 exploratory holes which
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did not reach target depth9. The United States Bureau of Mines, Exxon, Utah
International, Noranda and Pegasus have all conducted exploration drilling programs at
Sunrise targeting tungsten, copper and gold. Rio Tinto (Kennecott) acquired the property
in 2016 after recognizing the porphyry potential suggested by extensive calcsilicate and
skarn alteration within the hornfelsed Helena Formation sedimentary rocks and extensive
copper oxide and sulphide mineralization exposed at surface across the Property9. Rio
Tinto identified a large zoned geochemical (soil and rock sample geochemistry) footprint
consistent with a porphyry copper-gold-molybdenum hydrothermal system9. Rio Tinto
completed a total of 32 drill holes between 2018 and 2020 testing the bulk tonnage
potential of Smart Creek (Figure 1) 9.
The Transaction and About Domestic Copper
The Transaction is to be effected by way of a share purchase or other similar form of
transaction, such that Domestic Copper will become a wholly owned subsidiary of Norden
Crown. The outstanding Domestic Copper Shares will be exchanged for the Norden
Crown Shares on the basis of a share exchange ratio of one (1) Domestic Copper Share
for two and two-thirds (2 ⅔) Norden Crown Shares. The Norden Crown Shares issuable
under the Transaction to Domestic Copper shareholders will be issued at a deemed price
per share of C$0.05.
Domestic Copper is a company incorporated under the British Columbia Business
Corporations Act and is privately held. Domestic Copper currently has 3,000,000
Domestic Copper Shares outstanding and has one wholly owned subsidiary, being
Domestic Copper US Corporation (“Domestic Copper US”), a Nevada incorporated
entity. Domestic Copper has no other shares, warrants or any other right to acquire
Domestic Copper securities outstanding.
Domestic Copper US is a party to an Option to Joint Venture Agreement with Kennecott
dated June 20, 2024 (the “Kennecott Agreement”), whereby Domestic Copper US has
the option to acquire an undivided interest of up to 60% in the Property from Kennecott
pursuant to the terms of the Kennecott Agreement (and subject to certain back-in rights
in favour of Kennecott) and to enter into a joint venture with Kennecott with respect to the
Property.
Concurrent Private Placement Financing
Concurrently with the Transaction, the Company will conduct a non-brokered private
placement (the “Concurrent Financing”) of at least 15 million Norden Crown Shares at
a price of C$0.05 per share for gross proceeds of at least C$750,000.
Pursuant to the Letter Agreement, not less than C$400,000 from the proceeds of the
Concurrent Financing will be allocated to expenditures related to the Property following
closing of the Transaction. The Concurrent Financing is integral to the proposed
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Transaction and therefore the Company expects to rely on the “part and parcel pricing
exception” provided for in the policies of the TSX Venture Exchange (the “Exchange”).
Completion of the Transaction and the Concurrent Financing is expected to occur in Q3
2024, is subject to satisfaction of a number of customary conditions precedent, and will
be effected pursuant to Exchange policies.
Subject to Exchange acceptance, the Company may pay finders’ fees of cash and/or
securities in connection with the Concurrent Financing, on terms to be determined by the
Company and disclosed in a subsequent news release.
All securities issued under the Concurrent Financing will be subject to a hold period of
four months and a day from the date of issuance under applicable securities laws.
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. The securities have not been and will not be
registered under the United States Securities Act of 1933, as amended (the “1933 Act”),
or any state securities laws and may not be offered or sold within the United States or to,
or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933
Act) absent such registration or an applicable exemption from such registration
requirements.
Notes
1 Past producing deposits and development projects shown outside of the Smart Creek land position
provide geologic context for the Property, but this is not necessarily indicative that the Property hosts
similar grades or tonnages of mineralization.
2 https://ivanhoeelectric.com/news/ivanhoe-electric-reports-recent-drill-results-from-its-initial-exploration-
program-at-the-hog-heaven-project-in-montana/
3 Singer, Donald & Berger, V.I. & Moring, B.C. (2008). Porphyry copper deposits of the world: Database
and grade and tonnage models. Open File Report.
4 Singer, D.A., Berger, V.I., and Moring, B.C., 2005. Porphyry copper deposits of the world: Database,
map, and grade and tonnage models: U.S. Geological Survey Open-File Report 1060, 9 p.
5https://wp-sandfireamerica-2023.s3.ca-central-
1.amazonaws.com/media/2022/07/SFR_CorporatePresentation2021.pdf
6 https://www.fraserinstitute.org/resource-file?nid=16008&fid=22124
7 Composite intervals are calculated using length weighted averages based on a combination of
lithological breaks and copper, gold, and silver geochemical assay. All intervals reported are core lengths,
and true thicknesses are yet to be determined. Mineral resource modeling is required before true
thicknesses can be reliably estimated. Composite drill intercepts are reported at minimum copper grades
of 0.1% copper to a minimum of 3.5 meters and include up to 3.5 meters of internal dilution.
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8 Data disclosed in this news release includes historical drilling results and information derived from
historic drill results compiled previously by Rio Tinto. Neither the Qualified Person (described below) nor
Norden Crown has undertaken any independent investigation of the sampling, nor have they
independently analyzed the results of the historical exploration work in order to verify the results. Norden
Crown only considers these historical data relevant as the Company is using this data as a guide to
develop future exploration programs. The Company’s future exploration work on the Project will include
verification of the exploration data by its Qualified Person.
9 Smart Creek-Sunrise Project, Granite County, Montana. Rio Tinto Internal Summary of the Economic
Geology of the Smart Creek Project. November 2016.
10 Emmons, W.H., and Calkins, F.C., 1913. Geology and Ore Deposits of the Philipsburg Quadrangle,
Montana. United States Geological Survey Professional Paper #78.
About Norden Crown Metals Corporation
Norden Crown is a mineral exploration company focused on the discovery of large scale
copper, and gold deposits in exceptional, historical mining project areas, in the Americas.
The Company aims to discover new economic mineral deposits in historical mining
districts that have seen exploration where economically favorable grades have been
indicated by historic drilling and outcrop sampling. The Company is led by an experienced
management team and an accomplished technical team, with successful track records in
mineral discovery, mining development and financing.
Qualified Person
Daniel MacNeil, P.Geo, a Qualified Person as defined by National Instrument 43-101
Standards of Disclosure for Mineral Projects, has read and approved all technical and
scientific information contained in this news release. Mr. MacNeil is a technical advisor
for Norden Crown. He has not verified the data presented in this news release and as
part of future exploration on the Project, new drilling will be conducted in order to verify
exploration data.
On behalf of Norden Crown Metals Corporation
Patricio Varas, Chairman and CEO
(604) 831-9306
For more information on Norden Crown, please visit the Company website at
www.nordencrownmetals.com or contact us at [email protected].
Neither 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 release.
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Cautionary Note Regarding Forward-Looking Statements
This news release contains certain statements that may be deemed “forward-looking statements”. Forward-looking
statements are 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 expressions,
or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements may
include, without limitation, statements relating to completion of the Transaction and the Concurrent Financing on
the terms described herein or at all. Although Norden Crown believes the expectations expressed in such forward-
looking statements are based on reasonable assumptions, such statements are not guarantees of future
performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those
in the forward-looking statements. Such material risks and uncertainties include, but are not limited to: the risk that
the Company cannot complete the Transaction or the Concurrent Financing on the terms described herein, on the
timing described herein or at all; competition within the industry; actual results of current exploration activities;
environmental risks; changes in project parameters as plans continue to be refined; future price of commodities;
failure of equipment or processes to operate as anticipated; accidents, and other risks of the mining industry; delays
in obtaining approvals or financing; risks related to indebtedness and the service of such indebtedness; as well as
those factors, risks and uncertainties identified and reported in the Company’s public filings under Norden Crown’s
SEDAR+ profile at www.sedarplus.ca. Although Norden Crown has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those described in forward-looking information, there
may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on forward-looking statements. There can be no assurance
that such information will prove to be accurate as actual results and future events could differ materially from those
anticipated in such statements. Forward-looking statements are made as of the date hereof and, accordingly, are
subject to change after such date. Norden Crown disclaims any intention or obligation to update or revise any
forward-looking information, whether as a result of new information, future events or otherwise unless required by
law.