Happy Creek Announces Sale of Highland Valley Project
{00049913:1}
Happy Creek Announces Sale of Highland Valley Project
October 4, 2024, Vancouver, British Columbia – Happy Creek Minerals Ltd. (TSX-V: HPY)
(“Happy Creek” or the “Company”) is pleased to announce that it has entered into a
Purchase Agreement, dated October 2, 2024 and an amendment to the Purchase
Agreement dated October 3, 2024, (together the “Agreement”) with Metal Energy Corp.
(TSX-V: MERG) (“Metal Energy”) for the arms-length sale of 100% interest in the
Highland Valley Project (the “Project”) located in Southern British Columbia (the
“Transaction”).
Highlights
The Highland Valley project is a district-scale copper exploration project comprised
of 63 mineral claims with an area of approximately 237 square kilometers located
adjacent to Teck Resources Limited’s Highland Valley Copper mine, the largest
operating copper mine in Canada.
Happy Creek will receive total cash and equity consideration payments of
approximately $6.4 million (including a $300,000 cash payment and 9.9% equity
in Metal Energy at closing) and up to a 2.5% NSR royalty on the Project mineral
claims (subject to a 1.5% buyback provision for a cash payment of $5.0 million).
Metal Energy will incur a minimum of $250,000 in exploration expenditures on the
Property by December 31, 2024.
As a result of the Transaction, Happy Creek will be a significant shareholder of
Energy Metals and will be entitled to nominate a director to the board of Metal
Energy.
The Highland Valley Project will be a core asset for Metal Energy as the company
transitions into a copper focused exploration and development company.
Happy Creek, President and CEO Jason Bahnsen commented “The sale of the Highland
Valley Project to Metal Energy is a significant step in unlocking the value of our project
portfolio. Happy Creek shareholders will retain a significant exposure to the exploration
upside of the Highland Valley project via the equity position that the Company will have
in Metal Energy plus the NSR royalty over all Project claims. This transaction allows
Happy Creek to focus on the exploration and development of its Cariboo projects
including the high-grade Fox Tungsten Project.“
{00049913:1}
Key Transaction Terms
Happy Creek shall sell, assign, transfer and convey unto Metal Energy a 100% interest
in the Highland Valley mineral claims (the “Project”) for the following consideration (the
“Transaction”):
Upon Closing,
Metal Energy will pay Happy Creek
1. Cash payment of $300,000
2. Shares in Metal Energy equivalent to 9.9% of the total listed shares in the company
Additional Equity Consideration Shares
1. 1 st anniversary of closing date of the Transaction, Metal Energy to issue $1.0
million in shares to Happy Creek
2. 2 nd anniversary of closing date of the Transaction, Metal Energy to issue $1.0
million in shares to Happy Creek
3. 3 rd anniversary of closing date of the Transaction, Metal Energy to issue $1.5
million in shares to Happy Creek
4. 4 th anniversary of closing date of the Transaction, Metal Energy to issue $2.5
million in shares to Happy Creek
If the issuance of any of the Additional Equity Consideration Shares would result in Happy
Creek holding in excess of 19.9% of the issued and outstanding common shares of Metal
Energy, Metal Energy shall pay the balance of the applicable payments to Happy Creek
in cash.
The number of Additional Equity Consideration Shares to be issued shall be determined
based on the greater of (i) the Discounted Market Price (as defined in Policy 1.1 of the
TSX Venture Exchange (“TSXV”) Corporate Finance Manual) and (ii) the volume
weighted average price of the common shares of Metal Energy that trade on the TSXV,
or such other stock exchange upon which the common shares of Metal Energy are listed
and posted for trading at such time if such common shares are no longer listed and posted
for trading on the TSXV, for the thirty (30) trading days prior to the date such Additional
Equity Consideration Shares are issued, provided that in any event no Additional Equity
Consideration Shares shall be issued at a price of less than $0.01 per share.
{00049913:1}
Exploration Commitment
Metal Energy must incur a minimum of $250,000 in exploration expenditures on the
Property by December 31, 2024.
NSR Royalty
Metal Energy will grant Happy Creek a 2.5% NSR royalty over certain mineral claims of
the Project, of which 1.5% may be repurchased by Metal Energy for $5,000,000.
Other Terms
Provided Happy Creek continues to hold at least 5% of the issued and outstanding
shares, Happy Creek will have the right to nominate one director to Metal Energy's Board.
Metal Energy to be operator of the Project
No finders’ fees or commissions are payable by the Company in connection with
completion of the Transaction.
Closing of the Transaction is subject to TSX.V approval.
About the Highland Valley Project
The Highland Valley Project is located in Southern British Columbia, approximately 50
kilometers from the regional centre of Kamloops and adjacent to Teck’s Highland Valley
Copper mine. Happy Creek acquired the 23,696 hectare of mineral claims that comprise
the Highland Valley Project over a period of 17 years.
Exploration at the Highland Valley Project has been primarily focused on the Rateria
Zone. Exploration completed by Happy Creek has resulted in two discoveries and the
identification of over 25 prospects.
{00049913:1}
Figure 1 – Highland Valley Project
Exploration at the Highland Valley Project has been primarily focused on the Rateria
Zone. Exploration completed by Happy Creek has resulted in two discoveries and the
identification of over 25 prospects.
About Metal Energy Corp.
Metal Energy Corp is a TSX.V listed exploration company (TSX.V: MERG). Metal Energy
is part of the Ore Group (“ Home | Ore Group ”). The Ore Group is based in Toronto,
Ontario and operates a portfolio of companies that finances and develops precious, base,
and critical metal projects. With the acquisition of the Highland Valley Project, Metal
Energy will transition to focus on copper. The Highland Valley project will be the core
asset of Metal Energy.
{00049913:1}
Qualified Person Statement
The technical and scientific contents of this release have been prepared, verified and
approved by David Blann, P.Eng., a director of the Company, and a qualified person
pursuant to National Instrument 43-101, Standards of Disclosure for Mineral Projects.
On behalf of the Board of Directors,
“Jason Bahnsen”
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jason Bahnsen
Telephone: 604-590-1525
Email: [email protected]
About Happy Creek Minerals Ltd.
Happy Creek is focused on making new discoveries and building resources in proximity
to infrastructure on the Company’s 100-percent-owned portfolio of diversified metals
projects in British Columbia.
Projects include the Highland Valley Project, adjacent to Teck’s Highland Valley Copper
Mine that has been in continuous production for over 60 years, the high-grade Fox
Tungsten deposit, the Silverboss molybdenum-copper-gold-silver project adjacent to
Glencore’s closed Boss Mountain molybdenum mine and the adjacent Hen-Art-DL gold
and silver project.
Happy Creek is committed to responsible mineral resource development. The
Company’s priority is to build and sustain mutually beneficial relationships with
Indigenous Communities in the territories in which the Company explores.
Additional information relating to Happy Creek Minerals Ltd. may be obtained or viewed
on the SEDAR+ website at www.sedar.com or on the Company’s website at
www.happycreekminerals.com.
{00049913:1}
Forward Looking Statement
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 release.
This press release contains "forward-looking information" within the meaning of applicable securities laws,
including statements that address capital costs, recovery, grade, and timing of work or plans at the
Company’s mineral projects. Forward-looking information may be, but not always, identified by the use of
words such as "seek", "anticipate", “foresee”, "plan", "planned", "continue", "expect", “thought to”, "project",
"predict", "potential", "targeting", "intends", "believe", “opportunity”, “further” and others, or which describes
a goal or action, event or result such as "may", "should", "could", "would", "might" or "will" be undertaken,
occur or achieved. Statements also include those that address future mineral production, reserve potential,
potential size or scale of a mineralized zone, potential expansion of mineralization, potential type(s) of
mining, potential grades as well as to Happy Creek’s ability to fund ongoing expenditure, or assumptions
about future metal or mineral prices, currency exchange rates, metallurgical recoveries and grades,
favourable operating conditions, access, political stability, obtaining or renewal of existing or required
mineral titles, licenses and permits, labour stability, market conditions, availability of equipment, accuracy
of any mineral resources, anticipated costs and expenditures. Assumptions may be based on factors and
events that are not within the control of Happy Creek and there is no assurance they will prove to be correct.
Such forward-looking information involves known and unknown risks, which may cause the actual results
to materially differ, and/or any future results expressed or implied by such forward-looking information.
Additional information on risks and uncertainties can be found within Financial Statements, Prospectus and
other materials found on the Company’s SEDAR profile at www.sedar.com. Although Happy Creek 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 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. Happy Creek withholds any obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, unless required by law.