ACG to Acquire 100% of Blue Moon Norway

ACG to Acquire 100% of Blue Moon Norway, Including the Construction-Stage Nussir Copper Mine, to Create a High-Growth European Copper Company

ACG Metals Limited (LSE:ACG,ACGW) has agreed to acquire 100% of Blue Moon Norway AS (“Blue Moon Norway”) from Blue Moon Metals Inc. (“Blue Moon”), including its 94.52% interest in the construction-stage Nussir copper mine and other Norwegian development interests, for US$220 million in shares (the “Acquisition”).

The Acquisition combines two long-life assets serving European and other Western supply chains: Gediktepe in Türkiye, targeting full-capacity production in 2027, and Nussir, under construction and targeting first copper concentrate in H1 2028. Both portfolios offer significant organic growth potential.

Acquisition highlights

• A new cornerstone asset: Construction-stage Nussir targets first copper concentrate in H1 2028
• Full permits in place: All Nussir permits are valid and remain in force
• Greater scale: Nussir is expected to average approximately 18,400 tonnes of copper-equivalent (“CuEq”) production per annum over 2029–2033, taking combined production with Gediktepe to over 50,000 tonnes per annum. Figures include 100% of Nussir; ACG would own 94.52% at completion and expects to consolidate its interest to 100% within 12 months
• Strategic European supply: Nussir is an EU Strategic Project under the Critical Raw Materials Act, with previously stated Norwegian Government support
• Organic growth: Exploration upside at Nussir, brownfield development at Ulveryggen and Sulitjelma, and further Gediktepe expansion
• High-margin cash-flow growth: Nussir is expected to contribute cash flow from 2028 as Gediktepe completes its ramp-up and growth projects, with both assets expected to deliver sector-leading free cash flow margins
• Development funding: Approximately US$84 million of Nussir’s initial capex will have been spent by completion, leaving US$126 million. ACG is assessing several proposals covering the full remaining capex which may include refinancing existing bonds
• Attractive entry valuation: US$220 million consideration, equivalent to approximately 0.59x the US$375 million broker consensus NAV for the Norwegian portfolio
• Accretive transaction: Expected to be immediately NAV per share accretive on completion, before synergies, with material growth in production, EBITDA, resources and reserves
• Execution and synergies: ACG intends to deploy its Gediktepe build team and construction, technical and operating expertise at Nussir, with shared corporate, technical and procurement functions
• Enhanced governance: Dr Karin Thorburn, an independent Blue Moon director, Professor of Finance at the Norwegian School of Economics and Adjunct Professor at Wharton, is expected to join ACG’s Board as an independent non-executive director on completion, adding Norwegian expertise and strengthening board independence
• Continuing shareholder exposure: Blue Moon is obliged to distribute the Consideration Shares to its shareholders six to 12 months after completion, providing direct exposure to ACG’s enlarged asset base rather than a cash exit. The Board expects a broader shareholder base and potentially materially improved trading liquidity
• Broader capital-markets profile: ACG intends to seek an additional North American listing within 12 months of completion and an ESCC transfer in H1 2027 to enable eligibility for the FTSE UK Index Series, including the FTSE 250, subject to approvals and other requirements

Artem Volynets, Chairman and Chief Executive Officer of ACG, said:

“The combination of the Gediktepe operations in Türkiye and Blue Moon’s Norwegian assets is a transformational transaction that creates a fast-growing European copper champion with industry-leading free cash flow margins. This is a solid foundation for leadership in a copper-constrained world. Two cornerstone assets that are just entering production, significant brownfield and greenfield growth opportunities across a well-diversified portfolio in two of the best mining jurisdictions, strategically positioned to supply Europe with copper.

As Gediktepe ramps up to full production, the ACG team is set to deploy its expertise at Nussir to repeat the exercise in value creation.

We are very pleased to welcome all Blue Moon shareholders and Dr Karin Thorburn to our enlarged group and look forward to building a leading global copper company for our investors.”

Acquisition Terms

The US$220 million cash-free and debt-free consideration is payable in new ACG class A ordinary shares (the “Consideration Shares”) at £18.70 per share, the 30-trading-day volume-weighted average price as of 30 October 2026.

The portfolio comprises 94.52% of Nussir ASA (Nussir and Ulveryggen) and either 100% of Nye Sulitjelma Gruver AS (“NSG”) or an interest in VMS Explorations AS (“VMS”), controlled by Alpha Future Funds S.C.S, depending on completion of the Sulitjelma combination below.

Approximately 8.85 million Consideration Shares will be issued to Blue Moon, representing approximately 27.6% of ACG’s enlarged issued ordinary share capital and 21.8% on a fully diluted basis.[1]

Blue Moon will have the right to appoint an observer to ACG’s Board for so long as it holds more than a 10% interest in ACG.

Conditions and expected timetable

Completion is subject to satisfaction or waiver, where permitted, of conditions including ACG shareholder approval to issue the Consideration Shares without pre-emption rights (irrevocable support undertakings represent approximately 80.7 per cent of issued share capital), relevant in-country regulatory approvals, repayment of the Hartree loan, transfer of the Hartree offtake parent guarantee and release of other credit support. The TSX Venture Exchange has confirmed Blue Moon shareholder approval is not required. Closing is anticipated by 30 November 2026, with a 15 December 2026 long-stop date under the acquisition share purchase agreement (the “SPA”).

ACG expects to publish a shareholder circular and general meeting notice later today, with the meeting expected on or around 25 November 2026. Applications for London listing and trading of the Consideration Shares will be made only upon issue to Blue Moon at completion.

The Norwegian portfolio

Nussir and Ulveryggen

Nussir is an underground copper project with gold and silver by-products near Hammerfest, Finnmark, northern Norway. The plan provides for a conventional flotation plant at Øyen with approximately 2.0 million tonnes per annum capacity. Existing infrastructure includes roads, freshwater and an ice-free deep-water port; a renewable grid connection is planned. Ulveryggen, approximately 3 km south-east, offers near-mine development potential.

Nussir’s feasibility study reports Measured and Indicated Mineral Resources of 28.72 million tonnes at 1.02% copper, inclusive of reserves; Inferred Mineral Resources of 31.99 million tonnes at 1.01% copper; and Proven and Probable Ore Reserves of 24.98 million tonnes at 0.81% copper, with gold and silver by-products. Figures are on a 100% project basis; ACG’s completion interest would be 94.52%.

The feasibility-study mine life is approximately 13 years (2028–2041), including partial production years.

Nussir’s approximately 9 km mineralised system offers drilling, resource conversion and mine-life extension potential, not assumed as reserves or guaranteed production in the current plan.

Sulitjelma development exposure

NSG’s Sulitjelma copper-zinc deposits in Nordland—Rupsi/Dypet, Hankabakken II and Sagmo—have a reported combined Inferred Mineral Resource of 17.07 million tonnes at 1.06% copper and 0.21% zinc. Existing surface and underground infrastructure and district-scale exploration offer further growth potential. Figures are on a 100% NSG project basis; ACG’s interest depends on the VMS combination.

Blue Moon has agreed to combine NSG with adjacent Sulitjelma licences held by Alpha Future Funds. Under the structure described in the presentation, Blue Moon Norway would receive approximately 30% of the enlarged VMS business in place of NSG. ACG would acquire that interest if the combination completes before the Acquisition; otherwise, it would retain NSG, subject to the definitive agreements.

Strategy for the enlarged group

ACG will prioritise disciplined Nussir construction and the Gediktepe sulphide ramp-up, supported by shared project controls, procurement, finance and corporate functions. Local teams will remain central to delivery and stakeholder relationships.

Gediktepe targets full commercial production in Q1 2027. Growth projects include full sulphide plant capacity, the enriched-ore treatment project (the “Enriched Ore Project”) targeting production in Q3 2027, and satellite feed including Keşkek. Its agreed acquisition and targeted first gold in mid-2027 remain subject to Turkish regulatory approvals. In Norway, ACG intends to assess resource conversion, mine-life extension and capital-efficient development of Ulveryggen and Sulitjelma.

The combination is intended to diversify production and cash-flow exposure across two jurisdictions, increasing copper exposure while retaining gold, silver and zinc by-products. Selective acquisitions and organic investment will be assessed against per-share value creation, balance-sheet resilience and disciplined returns on capital.

Operating scale and cash-flow profile

At ACG’s 94.52% completion interest, expected attributable Nussir production is approximately 17,400 tonnes of CuEq per annum over 2029–2033.

Over 2029–2033, Gediktepe and 100% of Nussir are expected to generate combined asset-level EBITDA averaging approximately US$370 million per annum and combined asset-level free cash flow averaging approximately US$267 million per annum (ACG’s completion interest in Nussir: 94.52%). Figures use consensus commodity prices, exclude group corporate costs and financing, and are not cash available for distribution to ACG shareholders.

ACG is assessing several proposals to fund Nussir’s remaining capex alongside potential refinancing of its existing Nordic bonds and cash flows from Gediktepe. Financing updates will follow as soon as practicable.

Norwegian Government support and stakeholder engagement

In August 2026, Norway’s Minister of Trade and Industry, Cecilie Myrseth, highlighted Nussir’s permits, strategic importance and the Government’s support for mineral projects creating jobs and value (English translation provided by Blue Moon).

“This project has all the necessary permits. Nussir is an important project, not least because it will produce copper, a critical and strategic raw material. The fact that the European Commission has designated Nussir a strategic project for Europe demonstrates how important it is. The government gives high priority to the mineral industry, and we want to advance more promising mineral projects that create jobs and value.”

ACG intends to retain all Blue Moon Norway employees and prioritise local recruitment. It will build on existing relationships with authorities, the Hammerfest and Kvalsund communities and Sámi and reindeer-herding stakeholders, combining local employment and procurement with environmental monitoring and transparent communication, drawing on Gediktepe’s community programmes.

Capital-markets development and listing plans

ACG intends to seek an additional North American listing of its ordinary shares within 12 months of completion to broaden institutional and retail access and support liquidity. The exchange and structure will be announced in due course. Implementation remains subject to exchange admission requirements, regulatory approvals and other necessary conditions.

ACG also intends to seek a transfer from the equity shares (transition) category to the equity shares (commercial companies) category (“ESCC”) of the Financial Conduct Authority’s (“FCA”) Official List in H1 2027, subject to FCA approval and applicable eligibility requirements.

The transfer is intended to enable eligibility for the FTSE UK Index Series, including the FTSE 250, and broaden the investor base. Eligibility and inclusion remain subject to FTSE Russell’s requirements, including nationality, free-float and liquidity criteria, and its determination. Neither eligibility timing nor index inclusion is assured. Updates on both listing workstreams will follow.

Investor Presentation

ACG management will hold a webcast for analyst and investor questions at 15:00 GMT / 10:00 ET on Tuesday, 3 November 2026.

Join the webcast:

Webcast slides will be available on ACG’s website:

Basis of presentation and technical disclosures

Some of the information in this announcement, come from the Competent Person Report dated 19 October 2026 ("CPR") prepared by SRK Consulting (UK) Limited ("SRK"), acting as qualified persons. SRK were engaged to prepare the CPR in respect of the Gediktepe mine and confirms, as part of the CPR, its independence from the Company. Dr Lucy Roberts is a Principal Resource Geologist who had overall responsibility for the Mineral Resources as reported within the CPR. Dr Roberts is a member in good standing and Chartered Professional of the Australasian Institute of Mining and Metallurgy. Mr Richard Oldcorn, C.Geol, FGS, had overall responsibility for the CPR and the Ore Reserves. Mr Oldcorn is a Chartered Geologist with the Geological Society of London (member number 1001089) with over 30 years' experience in the mining and metals industry.

Some of the information in this announcement in relation to the Nussir Project come from the Technical Report on the Feasibility Study of the Nussir Project dated 14 April 2026 ("Feasibility Study") prepared by Worley Europe Limited ("Worley"), acting as a qualified person. The Feasibility Study was completed in accordance with the requirements set forth in the National Instrument 43-101 Standards of Disclosure for Mineral Project (NI 43-101) with inputs from technical studies completed by other specialist consultants. The Company has adjusted some of the Feasibility Study information in relation to the capital expenditure estimates (adding 27% contingency to Blue Moon's latest total capex budget of c.$210m vs original c.$198m) and the assumed first production date (moving to H1 2028).