Mr. Paul Huet reports
CULICO METALS INC. COMPLETES STRATEGIC COPPER INVESTMENT INTO KHARROUBA COPPER COMPANY INC.
Culico Metals Inc. has made an equity investment of $3-million (U.S.) into Kharrouba Copper Company Inc. (KCC), a private Canadian company with copper mining and processing operations located near Marrakesh in the Kingdom of Morocco.
Culico invested $3-million (U.S.) in exchange for 30 million common shares of KCC at a price of 10 U.S. cents per purchased share, representing approximately 8 per cent of the issued and outstanding common shares of KCC. The corporation was also granted the right to appoint one member to the board of directors of KCC for so long as the corporation owns 5 per cent or more of the KCC shares.
The purchased shares are subject to a four-month-plus-one-day hold period from the date of issuance and the investment is subject to the final acceptance of the TSX Venture Exchange. The Investment is an arm's-length transaction.
Scott M. Hand, KCC's controlling shareholder and executive chairman, commented: "I am pleased to welcome Culico as a new substantial shareholder of KCC alongside established and well-known mining investors, and look forward to benefiting from Culico's insights through participation on the KCC board. Culico shares KCC's confidence in the growth potential of KCC's producing copper mine in Morocco and enormous exploration potential for copper and cobalt across our mining concessions. I believe KCC is very well positioned to benefit from strong copper demand growth in the coming years."
Paul Huet, chairman of Culico, commented: "The opportunity to make a strategic investment into a well-run tightly held producing copper operation with very compelling near-surface exploration opportunities aligns with our vision to scale Culico into a meaningful copper and base metals company. The property in Morocco spans almost 320 square kilometres with numerous outcropping vein swarms along surface that are currently being exploited by shallow underground mining methods. We view the prospectivity of the property as very high and look forward to working with the KCC team to unlock the tremendous near-surface exploration potential while generating cash flow from the current operations. Properties such as KCC's are a rare find in mining-friendly jurisdictions, and we are encouraged to be part of forming its exploration and operational strategy as key strategic investors. The investment into KCC was made after a review of numerous right-sized investment opportunities for Culico and allows us to deploy our investment capital in a manner that has strong potential to create substantial value for our stakeholders."
Culico is currently listed pursuant to the TSX Venture Exchange Sandbox and will remain so until, among other things, Culico has deployed at least $4,663,000 (Canadian) to at least two qualifying investments that are satisfactory to the TSX-V prior to Aug. 14, 2025. Following the completion of the investment, and its investment in Americas Gold and Silver Corp. in November, 2024, Culico has now satisfied this condition and has applied to the TSX-V for an exit review in respect of its TSX-V Sandbox listing. Investors are advised to read the corporation's news release dated Aug. 14, 2024, for more information regarding the waivers granted in connection with the corporation's listing, details on the listing conditions imposed on the corporation, the exit conditions the corporation must meet in order to exit TSX-V Sandbox and any consequences if the corporation does not meet these exit conditions.
The corporation also announces that Mr. Hand, who was a director of the corporation and who is the controlling shareholder of KCC, resigned from the corporation's board of directors on April 10, 2025, with immediate effect and prior to the board's consideration of the investment. The board's deliberations in respect of the investment and its determination to proceed with the investment were made following Mr. Hand's resignation from the board and without Mr. Hand's involvement.
About Kharrouba Copper Company Inc.
KCC is a privately owned copper producer operating the KCC mine, located within an emerging copper mineral belt in the Kingdom of Morocco. The company is led by Mr.. Hand, former chief executive officer of Inco Ltd. (sold to Brazil's Vale S.A. for $19-billion (U.S.) in 2006), who is also the founder the company and its largest shareholder. Morocco is a proven mining jurisdiction with a favourable tax regime and stable government. The company has been in production since 2017, producing a high-quality copper concentrate that is currently sold to European customers. The company plans to scale production through future exploration at its underexplored and highly prospective land package totalling 319 square kilometres.
The property hosts multiple kilometres of outcropping exposed veins at surface. Information from surface mapping and underground workings have allowed KCC to target highly prospective areas. Follow-up drilling is under way at recent discoveries, which have seen no modern exploitation of fully intact outcropping vein systems.
About Culico Metals Inc.
Culico is a company focused on creating value in the mineral exploration, development and production sector. Culico's current assets include a 1-per-cent lithium royalty on certain mining interests held by Kali Metals Ltd. and the right to receive a deferred consideration payment due to the on-sale of the Dumont project. The Dumont project is a large-scale nickel deposit located 25 kilometres west of the town of Amos in the established Abitibi mining camp in the mining-friendly Canadian province of Quebec. Culico holds an interest in the net proceeds from a future sale or other monetization event involving the Dumont project.
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