QC Copper and Gold Inc. (TSX-V: QCCU) (OTCQB: QCCUF) is excited to announce a binding share purchase agreement with the principal shareholders of Cuprum Corp. and its concurrent offer to purchase to all of the other shareholders of Cuprum pursuant to which the Company expects to acquire 100% of Cuprum in an all-share deal. This Acquisition will establish QC Copper as one of Canada’s largest copper resource developers, with two multi-billion-pound copper deposits in Quebec and Ontario-Canada’s best mining jurisdictions.
“This acquisition will mark a transformative step in QC Copper’s growth. With the addition of the Thierry Copper Project, we would have two cornerstone assets in Canada’s top mining regions, significantly expanding our resource base and infrastructure. Both Thierry and Opemiska are in mining-friendly areas with access to critical infrastructure such as all-season roads, power, and rail, and both historically sent copper concentrates to the Horne Smelter. These geographic advantages reduce capital expenditure and operational risks while optimizing supply chain efficiency-crucial as the global copper market faces constraints. Securing copper supply is more important than ever, with exploration and development at record lows. Canada’s mining sector is at a critical juncture, facing challenges like regulatory bottlenecks and underinvestment. As we transition to XXIX Metal Corp., we are positioning ourselves to meet growing global demand and help Canada reaffirm its role as a global mining leader,” said Stephen Stewart, CEO of QC Copper.
Strategic Value of Cuprum’s Thierry Copper Project
The Thierry Copper Project spans 7,907 hectares and historically produced 5.8 million tonnes grading 1.13% copper, and 0.14% nickel. Both QC Copper’s Opemiska and Cuprum’s Thierry Mine historically shipped its copper concentrates to the Horne Smelter in Rouyn-Noranda. Thierry currently hosts two resource-stage deposits-Thierry Underground, known as K2 and the K1 Open Pit, both with National Instrument 43-101 - Standards of Disclosure for Mineral Projects compliant resources. Thierry has two additional near surface zones-J & G zones-with historical resources (see the disclosure below on Historical Resources). Thierry can be easily accessed via all-season road and is proximal to other necessary infrastructure including hydroelectric power, rail and airport.
Thierry Resources
Thierry (Underground) Mineral Resource Estimate at $60/t Cut-Off:
Classification | Tonnes | Cu (%) | Ni (%) | Au (g/t) | Pt (g/t) | Pd (g/t) | Ag (g/t) |
Measured | 3,233,000 | 1.65 | 0.19 | 0.03 | 0.03 | 0.09 | 4.6 |
Indicated | 5,582,000 | 1.66 | 0.19 | 0.05 | 0.05 | 0.14 | 3.8 |
Measured & Indicated | 8,815,000 | 1.66 | 0.19 | 0.05 | 0.04 | 0.13 | 4.0 |
Inferred | 14,922,000 | 1.64 | 0.16 | 0.10 | 0.07 | 0.21 | 6.4 |
Table 1) 2021 Thierry underground mineral resource estimate.
K1-1 Pit Constrained Inferred Mineral Resource Estimate at $12/t Cut-Off:
$12/tonne cut-off NSR | Tonnes | Cu (%) | Ni (%) | Au (g/t) | Pt (g/t) | Pd (g/t) | Ag (g/t) |
Inferred | 53,614,000 | 0.38 | 0.10 | 0.03 | 0.05 | 0.14 | 1.8 |
Table 2) 2021 K1-1 open pit inferred resource estimate.
Historical Mineral Resources for J & G Zones (see disclosure regarding Historical Resources):
Classification | Tons | Cu (%) | Ni (%) |
Surface to level 1,000 ft | 55,000,000 | 0.40 | 0.11 |
Table 3) Historical Resources at J & G zones (UMEX 1974, 1981).
Disclosure Regarding Historical Resources
As at the date of this news release, a qualified person has not completed sufficient work to classify the above historical estimate as current mineral resources or mineral reserves in accordance with NI 43-101 and QC Copper is not treating the historical estimate above as current mineral resources. In order to verify the historical estimate, QC Copper needs to retain a qualified person to review the historical data, review any work completed on the property since the date of the estimate and complete a new technical report. QC Copper views this historical data as a conceptual indication of the potential size and grade of the gold deposits in the area, and this data is relevant to ongoing exploration efforts.
Substantial Increase to QC Copper’s Global Resource Base
The acquisition of Thierry would potentially increase QC Copper’s current copper resource base by 70%. QC Copper reminds its shareholders of Opemiska’s high-grade mineral resource estimate.
Opemiska Deposit Summary of Pit Constrained Mineral Resources, 0.15% CuEq cut-off and Out-of-Pit Mineral Resources, 0.8% CuEq cut-off:
Pit Constrained | Tonnes | Cu | Cu | Ag | Ag | Au | Au | CuEq | CuEq |
0.15% CuEq Cut-Off | (k) | (%) | (M lbs) | (g/t) | (koz) | (g/t) | (koz) | (%) | (M lbs) |
Measured | 52,704 | 0.77 | 892 | 1.65 | 2,800 | 0.3 | 500 | 0.94 | 1,091 |
Indicated | 34,629 | 0.77 | 586 | 1.31 | 1,458 | 0.24 | 261 | 0.9 | 690 |
Measured & Indicated | 87,333 | 0.77 | 1,478 | 1.52 | 4,258 | 0.27 | 762 | 0.93 | 1,780 |
Inferred | 9,791 | 0.48 | 104 | 2.19 | 689 | 0.18 | 55 | 0.59 | 128 |
Table 4) Pit Constrained Resource at Opemiska
Out of Pit | Tonnes | Cu | Cu | Ag | Ag | Au | Au | CuEq | CuEq |
0.8% CuEq Cut-Off | (k) | (%) | (M lbs) | (g/t) | (koz) | (g/t) | (koz) | (%) | (M lbs) |
Measured | 4,064 | 1.24 | 111 | 3.81 | 498 | 0.32 | 42 | 1.44 | 129 |
Indicated | 6,067 | 1.18 | 157 | 3.92 | 764 | 0.22 | 42 | 1.32 | 176 |
Measured & Indicated | 10,130 | 1.2 | 268 | 3.87 | 1,261 | 0.26 | 83 | 1.37 | 305 |
Inferred | 1,162 | 0.89 | 23 | 5.84 | 218 | 0.4 | 15 | 1.15 | 29 |
Table 5) Out of Pit Resource at Opemiska
Total | Tonnes | Cu | Cu | Ag | Ag | Au | Au | CuEq | CuEq |
0.15% & 0.8% CuEq Cut-Off | (k) | (%) | (M lbs) | (g/t) | (koz) | (g/t) | (koz) | (%) | (M lbs) |
Measured | 56,767 | 0.8 | 1,003 | 1.81 | 3,297 | 0.3 | 542 | 0.97 | 1,219 |
Indicated | 40,696 | 0.83 | 743 | 1.7 | 2,222 | 0.23 | 303 | 0.97 | 866 |
Measured & Indicated | 97,463 | 0.81 | 1,746 | 1.76 | 5,519 | 0.27 | 845 | 0.97 | 2,085 |
Inferred | 10,953 | 0.53 | 127 | 2.58 | 907 | 0.2 | 70 | 0.65 | 157 |
Table 6) Total Resource at Opemiska
Unlocking Value Through Collaboration
The acquisition of Cuprum aligns with QC Copper’s broader strategy to acquire high-potential assets in Canada. Opemiska and Thierry are similar brownfield assets in established mining-friendly jurisdictions. Like Opemiska, Thierry has an abundance of historical and recent data that the QC Copper technical team will leverage to identify high-quality drill targets that could expand the currently known resources at Thierry Underground and K1.
Thierry is a past producer with substantial current and historic resources along with a Preliminary Economic Assessment on the high-grade underground zone know as K2. Our primary focus for Thierry will be on the K1 Zone, a large, well-modeled surface bulk-tonnage area. It remains open along strike, and recent drilling suggests it is both wider and higher grade at depth.
Thierry offers scale, growth, and, like Opemiska, access to unparalleled infrastructure. This Acquisition enhances the company’s profile, diversifies our portfolio and gives our shareholders a multiple asset strategy.
“This transaction is a natural extension of QC Copper’s vision to become a leader in copper development,” said Stephen Stewart, CEO of QC Copper and a principal shareholder of Cuprum. “Cuprum’s Thierry project adds significant upside to our asset base, positioning us to capitalize on the growing global demand for copper in the renewable energy and electrification sectors.”
Terms of the Acquisition
Pursuant to the terms of the share purchase agreement with the principal shareholders of Cuprum (which collectively own 41.3% of Cuprum) and the offer to purchase that was issued to all of the other shareholders of Cuprum, QC Copper will issue 1.1538 common shares of QC Copper for every Cuprum common share, based on QC Copper’s share price of $0.13. QC Copper will issue an aggregate of 82.76 million QC Copper Shares in connection with the Acquisition, securing full ownership of Cuprum’s assets, including the multi-billion-pound Thierry Copper Project.
Consolidated Development Plan
With this Acquisition, QC Copper can build out each asset in stages with key milestones and critical paths outlined. While QC Copper continues to focus on its Opemiska project to move towards a PEA, it will concurrently focus on establishing an updated mineral resource at Thierry based on meticulous data compilation and a large-scale drill program, similar to the initial resource development at Opemiska.
A New Era: Rebranding as XXIX Metal Corp.
Following the completion of the Acquisition and subject to regulatory and TSX Venture Exchange approvals, QC Copper intends to change its name to XXIX Metal Corp. with a new TSXV ticker symbol XXIX, signaling a new era for the Company. XXIX represents copper’s atomic number, 29, indicating commitment and focus on becoming a dominant player in the copper development space.
With the Acquisition of Cuprum, XXIX will be one of Canada’s largest resource portfolios, and will establish itself as Eastern Canada’s largest copper developer.
Conditions and Approvals
This Acquisition is subject to approval from the TSXV and QC Copper’s disinterested shareholders, with an annual general and special meeting of shareholders expected to be held in December, 2024. Full details of the Acquisition will be included in the management information circular to be mailed to shareholders in connection with the Meeting. Subject to these approvals, closing is expected by the end of December, 2024.
Governance and Shareholder Protections
The Acquisition will be a Non-Arm’s Length Transaction under TSXV policies, and will be treated as a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as certain directors and officers of QC Copper and of a controlling shareholder of Cuprum are also directors, officers and/or shareholders Cuprum. These directors and officers own, directly or indirectly, 3,400,000 Cuprum Shares and are expect to receive an aggregate of 3,922,920 QC Copper Shares pursuant to the Acquisition.
MI 61-101 requires that an issuer obtain approval of a majority of the disinterested shareholders as well as a formal valuation for a transaction that constitutes a related party transaction, absent an exemption from such requirements. Each issuance of QC Copper Shares to a related party will be considered a ”related party transaction” within the meaning of MI 61-101 but it is expected that each will be exempt from the valuation requirement of MI 61-101 as the QC Copper Shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 in that the fair market value of the consideration of the QC Copper Shares issued to each related party will not exceed 25% of the Company’s market capitalization.
QC Copper’s Board of Directors formed a Special Committee to evaluate the Acquisition, ensuring the transaction serves the best interests of all shareholders. Independent financial advisory firm Evans & Evans, Inc. provided a fairness opinion, confirming that the Acquisition is fair, from a financial point of view, to the shareholders of QC Copper. The Board has unanimously approved the Acquisition and recommends that shareholders vote in favor at the Meeting.
Qualified Person Statement
The technical information contained in this news release has been reviewed and approved by Charles Beaudry, P.Geo and géo., Director and Vice President Exploration for QC Copper & Gold, a Qualified Person, as defined in “National Instrument 43-101, Standards of Disclosure for Mineral Projects.”
About Cuprum Corp.
Cuprum owns 100% of the Thierry Copper project which is the largest primary copper project in Pickle Lake, Ontario. Thierry spans 7,907 hectares across 27 mineral leases, 163 contiguous cell claims and 16 boundary claims. The property hosts two past-producing open pits that transitioned to underground mining-producing 5.8Mt @ 1.13% Cu, 0.14% Ni between 1976 – 1982 by UMEX Inc. Historically, copper concentrate was shipped to the Horne Smelter in Rouyn-Noranda, QC. Significant infrastructure is already in place, with the property being accessible via all-season road, an airport within 5km, a provincial power grid within 8km, and nearby rail.
About QC Copper & Gold Inc.
QC Copper & Gold Inc. is advancing its flagship Opémiska copper mining complex in Quebec, a former high-grade copper producer. The Company’s most recent resource estimate outlined a substantial 2.1 billion pounds of copper equivalent in measured and indicated resources, solidifying QC Copper’s position as a key player in the Canadian copper sector.
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