Metal Energy Announces Acquisition of Highland Valley Copper Project
Metal Energy Announces Acquisition of
Highland Valley Copper Project
Toronto, Ontario--(Newsfile Corp. - October 4, 2024) - Metal Energy Corp. (TSXV: MERG)
(OTCQB: MEEEF) (the "Company" or "Metal Energy") is pleased to announce a next step in its growth,
having entered into an arm's length asset purchase agreement with Happy Creek Minerals Inc. ("Happy
Creek") (TSXV: HPY). dated October 2, 2024, as amended pursuant to an amending agreement dated
October 3, 2024, to acquire the 100%-owned
Highland Valley Copper Project
in British Columbia.(the
"Acquisition").
The Highland Valley Project ("Highland" or the "Project") spans 240 km² in southern British Columbia.
With its proximity to critical infrastructure like roads, rail, and power, the Highland Valley Project is just
3.5 hours from Vancouver and 30 minutes from Merritt.
As part of the Ore Group, Metal Energy will leverage its extensive experience across other companies
and projects to collect, harmonize, and remodel historical data into a comprehensive, modern database.
This process will enable the identification of opportunities and trends for future drilling and development.
The Project aligns perfectly with Ore Group's strategy of capitalizing on historical data in regions that
offer excellent access, infrastructure, and proximity to operating mines within established mining
districts.
The Highland Valley Project is located on the southern edge of the Guichon Creek Batholith, which hosts
the significant HVC open pits. Metal Energy's newly acquired land package shares many geological
similarities with HVC, particularly in two high-priority areas.
Zone 1
: Copper-silver-molybdenum mineralization spanning 1,200 metres in length and remains
open to the south and at depth, offering expansion potential. The primary copper-rich minerals
include chalcocite and bornite.
Zone 2
: High-grade copper-gold-silver-molybdenum-rhenium mineralization, and notably enriched
with gold, setting it apart from typical deposits in the region. Like Zone 1, it offers potential for
resource expansion in all directions.
The Project is already permitted to drill and boasts a history of over 55,000 metres of drilling across 402
holes (37,265 metres drilled in 136 holes since 2007), . The Acquisition brings together a highly
prospective, underexplored land package.. A systematic drill program will expand known high-potential
zones and uncover new targets within the East Zone and West Zone claims.
The Highland Valley property, under Happy Creek's ownership, was consolidated into a single large land
package over 17 years.
Most recently, Happy Valley acquired the Mystery property (438 hectares,
located in the northern extent of the
East Zone claims) in 2021. The Project was historically operated by
Asarco Mining (1970s), Cominco Ltd (1980s) and Hudbay Minerals (1990s).
Terms of the Acquisition
Metal Energy shall acquire 100% of the Highland Valley Project from Happy Creek for the following
consideration.
On the closing date of the Acquisition (the "Closing Date") the following is payable:
1
.
$300,000 cash, to be paid on or before the Closing Date to Happy Creek;
2
.
The issuance of common shares in the capital of Metal Energy ("Metal Shares") to Happy Creek
representing 9.9% of the issued and outstanding Metal Shares;
3
.
A 2.5% net smelter royalty ("NSR") granted to Happy Creek on certain claims of the Highland
Valley property, of which 1.5% may be repurchased by Metal Energy for $5,000,000.
Metal Energy shall pay additional consideration to Happy Creek by:
1
.
Conducting $250,000 in exploration expenditures on the Project on or before December 31, 2024.
2
.
The issuance of Metal Shares to Happy Creek with a value of $1,000,000 on or before 12 months
after the Closing Date ("Tranche One Consideration Shares").
3
.
The issuance of Metal Shares to Happy Creek with a value of $1,000,000 on or before 24 months
after the Closing Date ("Tranche Two Consideration Shares").
4
.
The issuance of Metal Shares to Happy Creek with a value of $1,500,000 on or before 36 months
after the Closing Date ("Tranche Three Consideration Shares").
5
.
The issuance of Metal Shares to Happy Creek with a value of $2,500,000 on or before 48 months
after the Closing Date ("Tranche Four Consideration Shares").
(the Tranche One Consideration Shares, Tranche Two Consideration Shares, Tranche Three
Consideration Shares, and Tranche Four Consideration Shares are collectively the "Additional
Consideration Shares".)
If the issuance of any of the Additional 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
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 Consideration Shares are issued,
provided that in any event no Additional Consideration Shares shall be issued at a price of less than
$0.01 per share.
In addition, 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.
Conditions and Approvals
This Acquisition is subject to approval from the TSXV and is expected to close in mid to late October,
2024 following TSXV approval.
QP Statement
The technical information contained in this news release has been reviewed and approved by Mike
Sweeny, P.Geo., Technical Advisor for Metal Energy, and a Qualified Person as defined in "National
Instrument 43-101, Standards of Disclosure for Mineral Projects."
For further information, please contact:
Metal Energy Corp.
MERG on the TSXV
James Sykes, CEO
www.metalenergy.ca
Reader Advisory
This news release contains certain forward-looking information. All statements included herein,
other than statements of historical fact, are forward-looking information and such information
involves various risks and uncertainties. In particular, this news release contains forward-
looking information in relation to: the anticipated benefits of the Acquisition to Metal Energy
and its shareholders; the timing and anticipated receipt of required regulatory (including TSXV)
for the Acquisition; the ability of Metal Energy to satisfy the other conditions to, and to
complete, the Acquisition; and the closing of the Acquisition. There can be no assurance that
such information will prove to be accurate, and actual results and future events could differ
materially from those anticipated in such information. This forward-looking information reflects
the Company's current beliefs and is based on information currently available to the Company
and on assumptions the Company believes are reasonable. These assumptions include, TSXV
acceptance and market acceptance of the Acquisition; the Company's current and initial
understanding and analysis of its projects; the Company's general and administrative costs
remaining constant; market acceptance of the Company's business model, goals and approach;
and the feasibility and reasonableness of conducting exploration on and developing any of the
Company's projects. Forward-looking information is subject to known and unknown risks,
uncertainties and other factors which may cause the actual results, level of activity,
performance or achievements of the Company to be materially different from those expressed
or implied by such forward-looking information. Such risks and other factors may include, but
are not limited to: there is no certainty that work programs will result in significant or successful
exploration and development of the Company's properties; uncertainty as to the actual results
of exploration and development or operational activities; uncertainty as to the availability and
terms of future financing on acceptable terms; uncertainty as to timely availability of permits
and other governmental approvals; the Company may not be able to comply with its ongoing
obligations regarding its properties; the early stage development of the Company and its
projects; general business, economic, competitive, political and social uncertainties; capital
market conditions and market prices for securities, junior market securities and mining
exploration company securities; commodity prices; the actual results of current exploration and
development or operational activities; competition; changes in project parameters as plans
continue to be refined; accidents and other risks inherent in the mining industry; lack of
insurance; delay or failure to receive board or regulatory approvals; changes in legislation,
including environmental legislation or income tax legislation, affecting the Company;
conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key
individuals. A description of additional risk factors which may cause actual results to differ
materially from forward-looking information can be found in the Company's disclosure
documents on the SEDAR+ website at www.sedarplus.ca. Although the Company has
attempted to identify important factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other factors that cause results
not to be as anticipated, estimated or intended. Accordingly, readers should not place undue
reliance on forward-looking information. The Company does not undertake to update any
forward-looking information except in accordance with applicable securities laws.
Neither the TSX Venture Exchange Inc. 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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https://www.newsfilecorp.com/release/225560