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Capstone Copper Reports First Quarter 2025 Results

Capstone Copper Reports First Quarter 2025 Results

National Post01-05-2025

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VANCOUVER, British Columbia — Capstone Copper Corp. ('Capstone' or the 'Company') (TSX: CS) (ASX: CSC) today reported financial results for the three months and quarter ended March 31, 2025 ('Q1 2025'). Link HERE for Capstone's Q1 2025 webcast presentation.
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John MacKenzie, CEO of Capstone, commented: 'Our operations got off to a solid start in the first quarter, marked by record sulphide copper production from both Mantoverde and Mantos Blancos, as we achieved record revenues and EBITDA. We look forward to maintaining this momentum through the remainder of 2025, demonstrating reliable copper production, lower costs, and increased cash flow generation while continuing to advance our growth options. Amidst heightened market uncertainty, Capstone is very well-positioned to deliver copper growth in top-tier jurisdictions, with a focus on safety, operational execution, and a strong financial position.'
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Q1 2025 OPERATIONAL AND FINANCIAL HIGHLIGHTS
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Consolidated total copper production for Q1 2025 was 53,796 tonnes at C1 cash costs 1 of $2.59/lb. Sulphide copper production for Q1 2025 was 45,950 tonnes at C1 cash costs 1 of $2.23/lb compared to 30,841 tonnes at $2.55/lb in Q1 2024, largely driven by contributions from Mantoverde sulphides following the successful ramp-up in 2024. Mantoverde sulphides produced 16,268 tonnes of copper at C1 cash costs 1 of $1.53/lb in Q1 2025.
Net loss attributable to shareholders of $6.8 million, or $(0.01) per share for Q1 2025 compared to net loss attributable to shareholders of $4.8 million, or $(0.01) per share for Q1 2024.
Adjusted net income attributable to shareholders 1 of $8.1 million, or $0.01 per share for Q1 2025, compared to adjusted net loss attributable to shareholders 1 of $4.5 million in Q1 2024.
Record adjusted EBITDA 1 more than doubled to $179.9 million for Q1 2025 from $80.1 million for Q1 2024, primarily due to increased sulphide copper production and higher realized copper price of $4.36/lb compared to $3.85/lb.
Operating cash flow before changes in working capital of $166.1 million in Q1 2025 compared to $62.1 million in Q1 2024.
Net debt 1 of $788.1 million as at March 31, 2025 modestly increased from $742.0 million as at December 31, 2024, driven by a working capital draw of $46.0 million largely related to a build-up of accounts receivables, in addition to non-recurring payments of $34.6 million for the final installment payment relating to the 2021 consolidation of the 100% interest in Santo Domingo and $10.0 million to repurchase a royalty at Santo Domingo. Total available liquidity 1 of $1,044.5 million as at March 31, 2025, comprising of $344.5 million of cash and short-term investments, and $700.0 million of undrawn amounts on the corporate revolving credit facility.
Completion of an offering of an upsized $600 million of 6.750% senior unsecured notes due 2033. The Company intends to apply the net proceeds of the offering to repay project financing debt at its Mantoverde S.A. subsidiary, to pay down outstanding debt on the Company's senior secured revolving credit facility, and for general corporate purposes.
Repurchased a 2.0% net smelter return ('NSR') royalty held on the Santo Domingo project from Empresa Nacional de Mineria ('ENAMI') for cash consideration of $10 million. The ENAMI royalty applied to certain concessions at Santo Domingo which covered approximately 26% of the Mineral Reserve mine plan per the 2024 Feasibility Study.
The Company reiterates the 2025 guidance of 220,000 to 255,000 tonnes of copper production at $2.20 to $2.50 per pound cash costs 1. Total 2025 sustaining and expansionary capital expenditure guidance of $315 million, plus an additional $210 million for capitalized stripping and $25 million for exploration, is also reaffirmed.
The CHESS Depository Interests ('CDI') of the Company were added to the S&P/ASX 200 Index by the S&P Dow Jones Indices prior to ASX market open on March 24, 2025.
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Q1 2025
Q1 2024
Sulphide business
Copper production (tonnes)
Mantoverde 2
16,268

Mantos Blancos
12,272
9,163
Pinto Valley
10,886
15,672
Cozamin
6,524
6,006
Total sulphides
45,950
30,841
C1 cash costs 1 ($/pound) produced
Mantoverde 2
1.53

Mantos Blancos
2.23
2.98
Pinto Valley
3.84
2.53
Cozamin
1.28
1.93
Total sulphides
2.23
2.55
Cathode business
Copper production (tonnes)
Mantoverde 2
6,272
9,476
Mantos Blancos
1,574
1,804
Total cathodes
7,846
11,280
C1 cash costs 1 ($/pound) produced
Mantoverde 2
4.81
3.82
Mantos Blancos
3.96
3.43
Total cathodes
4.64
3.76
Consolidated
Copper production (tonnes)
53,796
42,121
C1 cash costs 1 ($/pound) produced
2.59
2.88
Copper sold (tonnes)
53,134
40,996
Realized copper price 1 ($/pound)
4.36
3.85
2 Mantoverde shown on a 100% basis (Capstone Copper ownership 70%).
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Sulphide Business
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Q1 2025 sulphide production of 45,950 tonnes of copper in concentrate was 49% higher than 30,841 tonnes in Q1 2024. This was mainly due to the commencement of sulphide production at Mantoverde and higher sulphide production at Mantos Blancos following the successful ramp-up of the concentrator, both in the second half of 2024, partially offset by lower production at Pinto Valley on lower copper grades and recoveries and slightly lower throughput as a result of maintenance.
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Q1 2025 sulphide C1 cash costs 1 of $2.23/lb were 13% lower than $2.55/lb in Q1 2024 driven by contributions from the lower cost Mantoverde sulphides and lower unit costs at Mantos Blancos and Cozamin, partially offset by higher unit costs at Pinto Valley.
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Cathode Business
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Q1 2025 cathode production of 7,846 tonnes of copper was 30% lower than 11,280 tonnes in Q1 2024, mainly driven by lower production from Mantoverde cathodes driven by lower oxide grades, planned maintenance, and a nationwide power outage in Chile.
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Q1 2025 cathode C1 cash costs of $4.64/lb increased from $3.76/lb in Q1 2024. Cathode C1 cash costs 1 were primarily impacted by lower production levels, and higher sulphuric acid average prices ($176/t in Q1 2025 versus $150/t in Q1 2024). The Company continuously evaluates its cathode copper business to confirm its positive marginal contribution with reference to the prevailing grades and acid prices. In addition, given the higher costs, the Company will typically place zero cost copper collar hedges to protect a margin on this production.
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Q1 2025 consolidated production of 53,796 tonnes of copper was 28% higher than 42,121 tonnes in Q1 2024, mainly driven by increased copper production from the sulphide business.
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Q1 2025 consolidated C1 cash costs 1 of $2.59/lb were 10% lower than $2.88/lb in Q1 2024 due to higher copper production (-$0.10/lb) and by-product credits (-$0.22/lb) mainly on gold production at Mantoverde, partially offset by lower capitalized stripping costs ($0.03/lb).
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Q1 2025 copper production of 22,540 tonnes was 138% higher than Q1 2024 mainly due to copper in concentrate production of 16,268 tonnes, partially offset by lower cathode production mainly driven by lower oxide copper grades as a result of mine sequence (0.30% in Q1 2025 versus 0.36% in Q1 2024) and lower heap recoveries driven by ore characteristics.
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In Q1 2025, Mantoverde's new sulphide concentrator delivered strong operational performance despite a planned 5-day maintenance shutdown and a nationwide power outage in Chile, both occurring in February. Monthly plant throughput varied, with January and March exceeding nameplate capacity at 33,409 tpd and 34,294 tpd respectively, while February throughput declined to 25,235 tpd due to the aforementioned planned shutdown and power outage. Overall, plant throughput averaged 31,171 tpd for the quarter. Copper grades averaged 0.71%, and copper recoveries continued their upward trajectory, averaging 82.3% – a notable improvement from 74.4% in Q4 2024. March also marked a new peak of 45,153 tpd achieved over a 24 hour period. These operational gains supported record quarterly copper production of 16,268 tonnes, up 20% from Q4 2024, highlighting ongoing ramp-up success and the increasing plant stability since first production in June 2024.
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Q1 2025 combined C1 cash costs 1 were $2.46/lb, 36% lower than $3.82/lb in Q1 2024, mainly related to higher production driven by the new concentrate plant (-$1.38/lb). Q1 2025 cathode C1 cash costs 1 were 26% higher compared to Q1 2024, mainly due to lower cathode production driven by lower heap grade ($0.90/lb) and higher acid prices ($179/t in Q1 2025 versus $145/t in Q1 2024) partially offset by lower acid consumption driven by lower throughput ($0.09/lb).
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Q1 2025 copper production of 13,846 tonnes, composed of 12,272 tonnes of copper in concentrate from sulphide operations and 1,574 tonnes of cathodes, was 26% higher than Q1 2024, due to higher sulphide mill throughput (19,141 tpd in Q1 2025 versus 14,214 tpd in Q1 2024) due to the successful concentrator ramp-up in 2024 and higher sulphides feed grades as a result of mine sequence (0.89% in Q1 2025 versus 0.87% in Q1 2024).
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Since the installation of new equipment in the tailings handling area in Q3 2024, Mantos Blancos sulphide operations have exceeded the plant's nameplate milling capacity in November (average 20,271 tpd), December (20,007 tpd), January (20,628 tpd), and March (20,005 tpd). Operations in February (16,540 tpd) were impacted by a planned maintenance shutdown and the previously mentioned nationwide power outage in Chile.
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Combined Q1 2025 C1 cash costs 1 of $2.43/lb ($2.23/lb sulphides and $3.96/lb cathodes) were 20% lower compared to $3.05/lb in Q1 2024 mainly due to higher production in line with plan (-$0.48/lb), lower diesel prices ($0.62/l in Q1 2025 versus $0.76/l in Q1 2024) (-$0.07/lb), lower mine costs (-$0.10/lb) and lower treatment and selling costs (-$0.13/lb), partially offset by higher diesel, explosive and energy consumption ($0.11/lb) due to higher material moved driven by higher mill throughput, higher acid and energy prices ($0.04/lb).
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Pinto Valley Mine (100% owned)
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Q1 2025 copper production was 31% lower than Q1 2024 on lower mill throughput (49,597 tpd in Q1 2025 versus 52,458 tpd in Q1 2024), due to unscheduled downtime, lower feed grade tied to current quarter mine plan sequence (0.28% in Q1 2025 versus 0.36% in Q1 2024) and lower recoveries (83.2% Q1 2025 versus 87.7% Q1 2024) due to higher acid soluble ratio and lower grade ore. In line with sustaining capital guidance, over the next two quarters twelve new haul trucks will be incrementally delivered and assembled, to complement the new shovel received at the end of 2024. The new trucks will be used to drive incremental material movement in the mine.
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Q1 2025 C1 cash costs 1 of $3.84/lb were 52% higher compared to the same period last year of $2.53/lb primarily due to lower production volume ($1.15/lb) and increased operating costs ($0.27/lb) due to higher spend on equipment maintenance and contractors cost, higher liquidation of stockpiles ($0.12/lb), partially offset by and lower treatment, selling and transportation costs (-$0.25/lb).
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Q1 2025 copper production was 9% higher than Q1 2024 due to higher grades (2.05% in Q1 2025 versus 1.98% in Q1 2024), consistent with the mine plan and higher mill throughput (3,641 tpd in Q1 2025 versus 3,447 tpd in Q1 2024). Recoveries were consistent with the same period previous year.
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Q1 2025 C1 cash costs 1 were $1.28/lb, 34% lower than $1.93/lb in Q1 2024 due to lower operating costs on improvements in contractors utilization, slightly lower rates on power, and the impact of a weaker Mexican peso (-$0.31/lb), as well as higher by-products credits due to higher silver prices (-$0.23/lb) and lower treatment and selling costs in 2025 (-$0.12/lb).
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2025 Guidance
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The Company reiterates its 2025 consolidated production, C1 cash cost 1, capital expenditure, capitalized stripping and exploration expenditure guidance as follows: 220-255kt consolidated production of copper, $2.20-$2.50 C1 cash costs 1 per payable pound of copper, $315 million capital expenditure, $210 million capitalized stripping and $25 million exploration expenditure.
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Capstone Copper has expansion optionality across its portfolio with a combination of attractive brownfield and greenfield opportunities in top-tier mining jurisdictions in the Americas. Capstone Copper is advancing these growth opportunities, which are at various feasibility stages. Currently, no expansion project is underway or has been sanctioned for development. A potential sanctioning decision for each project is subject to a variety of factors, including macroeconomic conditions.
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The Company announced the results of its Mantoverde Optimized ('MV Optimized') Feasibility Study ('FS') on October 1, 2024. MV Optimized is a capital-efficient brownfield expansion of Mantoverde's sulphide concentrator, increasing throughput from 32,000 to 45,000 ore tpd and extending the mine life from 19 to 25 years. With an updated sulphide Mineral Reserve of 398 million tonnes at a copper grade of 0.49% (compared to 236 million tonnes at 0.60% copper previously), the project will yield an additional 368,000 tonnes of copper and 215,000 ounces of gold, with an initial expansionary capital investment of $146 million and an implied capital intensity of approximately $7,500 per tonne of incremental annual copper equivalent production. The MV Optimized FS also features a robust life of mine after-tax NPV (8%) of $2.9 billion for the Mantoverde operation on a 100%-basis based on a long-term copper price of $4.10/lb and gold price of $1,800/oz. Capstone Copper anticipates commencing construction following receipt of the DIA environmental permit ('Declaración de Impacto Ambiental'), which is expected around mid-2025.
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Mantoverde Phase II
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The Company is in the early stages of evaluating the next major phase of growth for Mantoverde, which could include the addition of an entire second processing line. There are 0.2 billion tonnes of Measured & Indicated Mineral Resources and 0.6 billion tonnes of Inferred sulphide Mineral Resources in addition to the reserves that are currently being considered as part of MV Optimized. In addition, exploration targets include the northern portion of the current Mantoverde pit and the northern extension (~10km long) of the projection of the prospective Atacama fault system, which are planned to assist in determining the location of key infrastructure and the economic viability of the project.
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Santo Domingo Project
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Capstone Copper announced the results of an updated FS for its 100%-owned Santo Domingo copper-iron-gold project in Region III Chile, 35km northeast of Mantoverde on July 31, 2024. The updated FS, completed by Ausenco, outlines the next phase of transformational growth for the Company in the world-class Mantoverde-Santo Domingo ('MV-SD') district.
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The 2024 FS for Santo Domingo outlines a robust copper-iron-gold project with an after-tax NPV (8%) of $1.7 billion and an after-tax internal rate of return of 24.1% based on long-term copper, 65% iron ore, and gold price assumptions of $4.10/lb, $110/t, and $1,800/oz, respectively. Total initial capital cost of $2.3 billion drives a capital intensity of approximately $21,900 per tonne of annual copper equivalent production over the life of mine. Over the first seven years of the mine plan, production is expected to average 106,000 tonnes of copper and 3.7 million tonnes of iron ore magnetite concentrate at first quartile cash costs of $0.28 per payable pound of copper produced.
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The FS updated the level of engineering to Association for the Advancement of Cost Engineering ('AACE') Class 3. During Q1 2025, detailed engineering efforts were underway to increase the precision of capital estimates to AACE Class 2 over the balance of 2025.
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The Company is progressing partnership and financing discussions for the Santo Domingo project, while in parallel advancing opportunities to incorporate the recently acquired Sierra Norte project and Santo Domingo's copper oxide material into the mine plan. A potential project sanctioning decision is not anticipated prior to mid-2026.
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Sierra Norte is located approximately 15 kilometers northwest of the Santo Domingo Project and represents an opportunity to potentially be a future sulphide feed source for Santo Domingo, extending the higher grade copper sulphide life. Potential oxide material at Sierra Norte represents an opportunity to be a future oxide feed for Mantoverde's underutilized SX-EW plant.
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In Q1 2025, Capstone Copper exercised its right to repurchase a 2.0% NSR royalty held on the Santo Domingo project from ENAMI for cash consideration of $10 million. The ENAMI royalty applied to certain concessions at Santo Domingo, covering approximately 112 million tonnes of the 436 million tonne Mineral Reserve mine plan per the 2024 Feasibility Study. A 2% NSR royalty remains payable from certain other concessions at Santo Domingo.
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A district cobalt plant for the MV-SD district is designed to unlock cobalt production while reducing sulphuric acid consumption and increasing heap leach copper production. The cobalt recovery process comprises a pyrite flotation step to recover cobaltiferous pyrite from the tailings streams at Mantoverde and Santo Domingo and redirect it to the dynamic heap leach pads, which will be upgraded to a bioleach configuration through the addition of an aeration system as part of MV Optimized. The pyrite oxidizes in the leach pads and the solubilized cobalt is recovered via an ion exchange plant treating a bleed stream from the copper solvent extraction plant. The approach has been successfully demonstrated at the bench and pilot scales.
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As currently envisioned, a smaller capacity plant will initially treat cobalt by-product streams from Mantoverde only, producing up to 1,500 tonnes per annum of cobalt, and following sanctioning of the Santo Domingo project, the facility will be expanded to accommodate by-product streams from Santo Domingo. An initial study focused on Mantoverde's pyrite augmentation and cobalt opportunity is expected in 2025, followed by a Santo Domingo study in 2026, for a combined MV-SD target of 4,500 to 6,000 tonnes per annum of cobalt production.
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Mantos Blancos Phase II
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The Company is currently evaluating the next phase of growth for Mantos Blancos, which is analyzing the potential to increase the concentrator plant throughput to at least 27,000 tpd and increase cathode production from the underutilized SX-EW plant. The sulphide concentrator plant expansion is expected to utilize existing and unused or underutilized process equipment, such as two idled ball mills, plus additional equipment for concentrate filtration, thickening and filtering of tailings. The increase in cathode production is being evaluated based on an opportunity to re-leach spent ore from historical leaching and flotation operations. The increase in cathode production would utilize existing SX-EW plant capacity, with the addition of a dynamic leach pad, agglomeration and stacking infrastructure. The Mantos Blancos Phase II study is expected toward the end of 2025.
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PV District Growth
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The Company continues to review and evaluate the consolidation potential of the Pinto Valley district. Opportunities under evaluation include a potential mill expansion and increased leaching capacity supported by optimized water, heap and dump leach, and tailings infrastructure. Pinto Valley district consolidation could unlock significant ESG opportunities and may transform the Company's approach to create value for all stakeholders in the Globe-Miami District.
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Capstone Copper's exploration team is predominantly focused on organic growth opportunities to expand Mineral Resources and Mineral Reserves at all four mines and at the Santo Domingo development project. Capstone Copper also recently acquired Sierra Norte and maintains a portfolio of 100% owned claims acquired by staking in Sonora, Mexico and in Northern Chile.
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At Mantoverde during Q1 2025, exploration activities focused on continuing ramping up exploration drilling activities with five rigs on site. The program considers a first phase of $10 million budget (~30,000 meters) to target the areas closer to the MV Optimized pit focusing on improving copper grades and mineralization continuity within and nearby the pit boundaries and additionally to test selected areas north of the pit with the potential to increase Mineral Resources. A 46 line-km Induced Polarization geophysical survey was completed in Q1 2025 with the focus to follow-up on previous results and to cover the northern extension (~10km long) of the projection of the prospective Atacama Fault System.
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At Mantos Blancos, infill drilling continued during Q1 2025, with a focus on phases 15, 16, and 23.
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At Sierra Norte, work continued in Q1 2025, with the review and validation of the historical drilling database and the geological model of the deposit. Re-logging of representative cross sections and re-assay program are underway to generate an updated geological model and drilling database.
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At Cozamin during Q1 2025, exploration drilling continued targeting step-outs up-dip and down-dip from the Mala Noche West Target, and also down-dip of other historical Mala Noche Vein workings. Drilling was conducted with one underground rig positioned at the level 19.1 cross-cut, a second underground rig positioned at the level 12.7 cross-cut, and one surface rig.
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As previously announced the following leadership changes will take effect at the next Annual General Meeting of the Company on May 2, 2025:
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John MacKenzie will transition from Chief Executive Officer and will be nominated to the role of Non-Executive Chair of the Capstone Copper Board of Directors;
Cashel Meagher, current President and Chief Operating Officer, will succeed Mr. MacKenzie as CEO of Capstone Copper, and will also be nominated as a member of the Board;
James Whittaker, current Senior Vice President, Head of Chile, will succeed Mr. Meagher as COO. This facilitates a flattening of the organizational structure with all mine general managers reporting directly to the COO;
Darren M. Pylot, founder of Capstone Mining Corp. ('Capstone Mining') and current Chair of the Board, will end his term on the Board after over 20 years with Capstone Mining as a founder and CEO, and subsequently as Chair of the Board of Capstone Copper.
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On January 13, 2025, Capstone Copper announced the appointment of Rick Coleman to the Board of Directors effective January 15, 2025. Mr. Coleman has more than 45 years of experience in the mining industry in operations, development and growth, most recently retiring from Freeport-McMoRan Inc. after 30 years.
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Capstone will host a conference call and webcast on Thursday, May 1, at 5:00 pm Eastern Time / 2:00 pm Pacific Time (Friday, May 2, 2025, 7:00 am Australian Eastern Standard Time). Link to the audio webcast: https://app.webinar.net/jGyEXLyoJAV
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Dial-in numbers for the audio-only portion of the conference call are below. Due to an increase in call volume, please dial-in at least five minutes prior to the call to ensure placement into the conference line on time.
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A replay of the conference call will be available until May 8, 2025. Dial-in numbers for Toronto: 1-289-819-1450 and North American toll free: 1-888-660-6345. The replay code is 89798#. Following the replay, an audio file will be available on Capstone's website at https://capstonecopper.com/investors/events-and-presentations/.
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This document may contain 'forward-looking information' within the meaning of Canadian securities legislation and 'forward-looking statements' within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively, 'forward-looking statements'). These forward-looking statements are made as of the date of this document and the Company does not intend, and does not assume any obligation, to update these forward-looking statements, except as required under applicable securities legislation.
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Forward-looking statements relate to future events or future performance and reflect the Company's expectations or beliefs regarding future events. The Company's Sustainable Development Strategy goals and strategies are based on a number of assumptions, including, but not limited to, the reliability of data sources; the biodiversity and climate-change consequences; availability and effectiveness of technologies needed to achieve the Company's sustainability goals and priorities; availability of land or other opportunities for conservation, rehabilitation or capacity building on commercially reasonable terms and the Company's ability to obtain any required external approvals or consensus for such opportunities; the availability of clean energy sources and zero-emissions alternatives for transportation on reasonable terms; availability of resources to achieve the goals in a timely manner, the Company's ability to successfully implement new technology; and the performance of new technologies in accordance with the Company's expectations.
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Forward-looking statements include, but are not limited to, statements with respect to the estimation of Mineral Resources and Mineral Reserves, the success of the underground paste backfill and tailings filtration projects at Cozamin, the results of the Optimized Mantoverde Development Project ('MV Optimized FS') and Mantoverde Phase II study, the timing and results of PV District Growth Study (as defined below), the timing and results of Mantos Blancos Phase II Feasibility Study, the timing and success of the Mantoverde – Santo Domingo Cobalt Feasibility Study, the results of the Santo Domingo FS Update and success of incorporating synergies previously identified in the Mantoverde – Santo Domingo District Integration Plan, the timing and results of exploration and potential opportunities at Sierra Norte, the realization of Mineral Reserve estimates, the timing and amount of estimated future production, the costs of production and capital expenditures and reclamation, the timing and costs of the Minto obligations and other obligations related to the closure of the Minto Mine, the budgets for exploration at Cozamin, Santo Domingo, Pinto Valley, Mantos Blancos, Mantoverde, and other exploration projects, the timing and success of the Copper Cities project, the success of the Company's mining operations, the continuing success of mineral exploration, the estimations for potential quantities and grade of inferred resources and exploration targets, the Company's ability to fund future exploration activities, the Company's ability to finance the Santo Domingo development project, environmental and geotechnical risks, unanticipated reclamation expenses and title disputes, the success of the synergies and catalysts related to prior transactions, in particular but not limited to, the potential synergies with Mantoverde and Santo Domingo, the anticipated future production, costs of production, including the cost of sulphuric acid and oil and other fuel, capital expenditures and reclamation of Company's operations and development projects, the Company's estimates of available liquidity, and the risks included in the Company's continuous disclosure filings on SEDAR+ at www.sedarplus.ca. The impact of global events such as pandemics, geopolitical conflict, or other events, to Capstone Copper is dependent on a number of factors outside of the Company's control and knowledge, including the effectiveness of the measures taken by public health and governmental authorities to combat the spread of diseases, global economic uncertainties and outlook due to widespread diseases or geopolitical events or conflicts, supply chain delays resulting in lack of availability of supplies, goods and equipment, and evolving restrictions relating to mining activities and to travel in certain jurisdictions in which we operate. In certain cases, forward-looking statements can be identified by the use of words such as 'anticipates', 'approximately', 'believes', 'budget', 'estimates', 'expects', 'forecasts', 'guidance', 'intends', 'plans', 'scheduled', 'target', or variations of such words and phrases, or statements that certain actions, events or results 'be achieved', 'could', 'may', 'might', 'occur', 'should', 'will be taken' or 'would' or the negative of these terms or comparable terminology.
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In certain cases, forward-looking statements can be identified by the use of words such as 'anticipates', 'approximately', 'believes', 'budget', 'estimates', expects', 'forecasts', 'guidance', intends', 'plans', 'scheduled', 'target', or variations of such words and phrases, or statements that certain actions, events or results 'be achieved', 'could', 'may', 'might', 'occur', 'should', 'will be taken' or 'would' or the negative of these terms or comparable terminology. In this document certain forward-looking statements are identified by words including 'anticipated', 'expected', 'guidance' and 'plan'. By their very nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, amongst others, risks related to inherent hazards associated with mining operations and closure of mining projects, future prices of copper and other metals, compliance with financial covenants, inflation, surety bonding, the Company's ability to raise capital, Capstone Copper's ability to acquire properties for growth, counterparty risks associated with sales of the Company's metals, use of financial derivative instruments and associated counterparty risks, foreign currency exchange rate fluctuations, market access restrictions or tariffs, changes in U.S. laws and policies regulating international trade including but not limited to changes to or implementation of tariffs, trade restrictions, or responsive measures of foreign and domestic governments, changes to cost and availability of goods and raw materials, along with supply, logistics and transportation constraints, changes in general economic conditions including market volatility due to uncertain trade policies and tariffs, availability and quality of water and power resources, accuracy of Mineral Resource and Mineral Reserve estimates, operating in foreign jurisdictions with risk of changes to governmental regulation, compliance with governmental regulations and stock exchange rules, compliance with environmental laws and regulations, reliance on approvals, licences and permits from governmental authorities and potential legal challenges to permit applications, contractual risks including but not limited to, the Company's ability to meet the requirements under the Cozamin Silver Stream Agreement with Wheaton Precious Metals Corp. ('Wheaton'), the Company's ability to meet certain closing conditions under the Santo Domingo Gold Stream Agreement with Wheaton, acting as Indemnitor for Minto Metals Corp.'s surety bond obligations, impact of climate change and changes to climatic conditions at the Company's operations and projects, changes in regulatory requirements and policy related to climate change and greenhouse gas ('GHG') emissions, land reclamation and mine closure obligations, introduction or increase in carbon or other 'green' taxes, aboriginal title claims and rights to consultation and accommodation, risks relating to widespread epidemics or pandemic outbreaks; the impact of communicable disease outbreaks on the Company's workforce, risks related to construction activities at the Company's operations and development projects, suppliers and other essential resources and what effect those impacts, if they occur, would have on the Company's business, including the Company's ability to access goods and supplies, the ability to transport the Company's products and impacts on employee productivity, the risks in connection with the operations, cash flow and results of Capstone Copper relating to the unknown duration and impact of the epidemics or pandemics, impacts of inflation, geopolitical events and the effects of global supply chain disruptions, uncertainties and risks related to the potential development of the Santo Domingo development project, risks related to the Mantoverde Development Project ('MVDP'), increased operating and capital costs, increased cost of reclamation, challenges to title to the Company's mineral properties, increased taxes in jurisdictions the Company operates or is subject to tax, changes in tax regimes we are subject to and any changes in law or interpretation of law may be difficult to react to in an efficient manner, maintaining ongoing social licence to operate, seismicity and its effects on the Company's operations and communities in which we operate, dependence on key management personnel, Toronto Stock Exchange ('TSX') and Australian Securities Exchange ('ASX') listing compliance requirements, potential conflicts of interest involving the Company's directors and officers, corruption and bribery, limitations inherent in the Company's insurance coverage, labour relations, increasing input costs such as those related to sulphuric acid, electricity, fuel and supplies, increasing inflation rates, competition in the mining industry including but not limited to competition for skilled labour, risks associated with joint venture partners and non-controlling shareholders or associates, the Company's ability to integrate new acquisitions and new technology into the Company's operations, cybersecurity threats, legal proceedings, the volatility of the price of the common shares, the uncertainty of maintaining a liquid trading market for the common shares, risks related to dilution to existing shareholders if stock options or other convertible securities are exercised, the history of Capstone Copper with respect to not paying dividends and anticipation of not paying dividends in the foreseeable future and sales of common shares by existing shareholders can reduce trading prices, and other risks of the mining industry as well as those factors detailed from time to time in the Company's interim and annual financial statements and MD&A of those statements and Annual Information Form, all of which are filed and available for review under the Company's profile on SEDAR+ at www.sedarplus.ca. Although the Company has attempted to identify important factors that could cause the Company's actual results, performance or achievements to differ materially from those described in the Company's forward-looking statements, there may be other factors that cause the Company's results, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that the Company's forward-looking statements will prove to be accurate, as the Company's actual results, performance or achievements could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the Company's forward-looking statements.
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Unless otherwise indicated, Capstone Copper has prepared the technical information in this document ('Technical Information') based on information contained in the technical reports, Annual Information Form and news releases (collectively the 'Disclosure Documents') available under Capstone Copper's company profile on SEDAR+ at www.sedarplus.ca. Each Disclosure Document was prepared by or under the supervision of a qualified person (a 'Qualified Person') as defined in National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators ('NI 43-101'). Readers are encouraged to review the full text of the Disclosure Documents which qualifies the Technical Information. Readers are advised that Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Disclosure Documents are each intended to be read as a whole, and sections should not be read or relied upon out of context. The Technical Information is subject to the assumptions and qualifications contained in the Disclosure Documents.
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Disclosure Documents include the National Instrument 43-101 technical reports titled 'Mantoverde Mine, NI 43-101 Technical Report and Feasibility Study, Atacama Region, Chile' effective July 1, 2024, 'Santo Domingo Project, NI 43-101 Technical Report and Feasibility Study Update, Atacama Region, Chile' effective July 31, 2024, 'NI 43-101 Technical Report on the Cozamin Mine, Zacatecas, Mexico' effective January 1, 2023, 'Mantos Blancos Mine NI 43-101 Technical Report Antofagasta / Región de Antofagasta, Chile' effective November 29, 2021, and 'NI 43-101 Technical Report on the Pinto Valley Mine, Arizona, USA' effective March 31, 2021.
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The disclosure of Scientific and Technical Information in this document was reviewed and approved by Peter Amelunxen, P.Eng., Senior Vice President, Technical Services (technical information related to project updates at Santo Domingo and Mineral Resources and Mineral Reserves at Mantoverde), Clay Craig, P.Eng., Director, Mining & Strategic Planning (technical information related to Mineral Reserves at Pinto Valley and Cozamin), and Cashel Meagher, P.Geo., President and Chief Operating Officer (technical information related to Mineral Reserves and Resources at Mantos Blancos) all Qualified Persons under NI 43-101.
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The Company uses certain performance measures in its analysis. These Non-GAAP performance measures are included in this MD&A because these statistics are key performance measures that management uses to monitor performance, to assess how the Company is performing, and to plan and assess the overall effectiveness and efficiency of mining operations. These performance measures do not have a standard meaning within IFRS Accounting Standards and, therefore, amounts presented may not be comparable to similar data presented by other mining companies. These performance measures should not be considered in isolation as a substitute for measures of performance in accordance with IFRS Accounting Standards.
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Some of these performance measures are presented in Highlights and discussed further in other sections of the MD&A. These measures provide meaningful supplemental information regarding operating results because they exclude certain significant items that are not considered indicative of future financial trends either by nature or amount. As a result, these items are excluded from management assessment of operational performance and preparation of annual budgets. These significant items may include, but are not limited to, restructuring and asset impairment charges, individually significant gains and losses from sales of assets, share-based compensation, unrealized gains or losses, and certain items outside the control of management. These items may not be non-recurring. However, excluding these items from GAAP or Non-GAAP results allows for a consistent understanding of the Company's consolidated financial performance when performing a multi-period assessment including assessing the likelihood of future results. Accordingly, these Non-GAAP financial measures may provide insight to investors and other external users of the Company's consolidated financial information.
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C1 cash costs per payable pound of copper produced is a measure reflective of operating costs per unit. C1 cash costs is calculated as cash production costs of metal produced net of by-product credits and is a key performance measure that management uses to monitor performance. Management uses this measure to assess how well the Company's producing mines are performing and to assess the overall efficiency and effectiveness of the mining operations and assumes that realized by-product prices are consistent with those prevailing during the reporting period.
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All-in sustaining costs per payable pound of copper produced is an extension of the C1 cash costs measure discussed above and is also a non-GAAP key performance measure that management uses to monitor performance. Management uses this measure to analyze margins achieved on existing assets while sustaining and maintaining production at current levels. Consolidated All-in sustaining costs includes sustaining capital and corporate general and administrative costs.
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Net debt / Net cash
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Net (debt) / Net cash is a non-GAAP performance measure used by the Company to assess its financial position and is composed of Long-term debt (excluding deferred financing costs and purchase price accounting ('PPA') fair value adjustments), Cost overrun facility from MMC, Cash and cash equivalents, Short-term investments, and excluding shareholder loans.
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Attributable Net debt / Net cash
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Attributable net (debt) / net cash is a non-GAAP performance measure used by the Company to assess its financial position and is calculated as net debt / net cash excluding amounts attributable to non-controlling interests.
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Available liquidity is a non-GAAP performance measure used by the Company to assess its financial position and is composed of RCF credit capacity, Mantoverde DP facility capacity, the Senior Notes. cash and cash equivalents and short-term investments. For clarity, Available liquidity does not include the Mantoverde $60 million cost overrun facility from MMC nor the $260 million undrawn portion of the gold stream from Wheaton related to the Santo Domingo development project as they are not available for general purposes.
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Adjusted net income (loss) attributable to shareholders is a non-GAAP measure of Net loss attributable to shareholders as reported, adjusted for certain types of transactions that in the Company's judgment are not indicative of normal operating activities or do not necessarily occur on a regular basis.
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Adjusted EBITDA is non-GAAP measure of EBITDA before the pre-tax effect of the adjustments made to net loss (above) as well as certain other adjustments required under the RCF agreement in the determination of EBITDA for covenant calculation purposes.
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The adjustments made to Adjusted net income (loss) attributable to shareholders and Adjusted EBITDA allow management and readers to analyze the Company's results more clearly and understand the cash-generating potential of the Company.
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Sustaining Capital
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Sustaining capital is expenditures to maintain existing operations and sustain production levels. A reconciliation of this non-GAAP measure to GAAP segment MPPE additions is included within the mine site sections of this document.
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Expansionary Capital
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Expansionary capital is expenditures to increase current or future production capacity, cash flow or earnings potential. A reconciliation of this non-GAAP measure to GAAP segment MPPE additions is included within the mine site sections of this document.
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Realized price per pound is a non-GAAP ratio that is calculated using the non-GAAP measures of revenue on new shipments, revenue on prior shipments, and pricing and volume adjustments. Realized prices exclude the stream cash effects as well as treatment and refining charges. Management believes that measuring these prices enables investors to better understand performance based on the realized copper sales in the current and prior periods.
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Contacts
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Daniel Sampieri, Vice President, Investor Relations
437-788-1767
dsampieri@capstonecopper.com
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Power Metallic Acquires 167KM² from Li-FT Power, Expanding Nisk - Lion Polymetallic Project Area by over 300%
Power Metallic Acquires 167KM² from Li-FT Power, Expanding Nisk - Lion Polymetallic Project Area by over 300%

Cision Canada

time30 minutes ago

  • Cision Canada

Power Metallic Acquires 167KM² from Li-FT Power, Expanding Nisk - Lion Polymetallic Project Area by over 300%

TORONTO, June 9, 2025 /CNW/ - Power Metallic Mines Inc. (the "Company" or "Power Metallic") (TSXV: PNPN) (OTCBB: PNPNF) (Frankfurt: IVV) is pleased to announce it has executed a definitive agreement dated June 9, 2025 to acquire a 100 % interest in 313 mineral claims totalling 167 km² from Li-FT Power Ltd. ("Li-FT") (TSXV: LIFT) (OTCQX: LIFFF) (FRA: WS0). The claims adjoin the Company's 45.86 km² Nisk property, where exploration is expanding the high–grade Lion Cu–PGE discovery and the Nisk Ni–Cu–Co deposit. On closing, Power Metallic's land position will grow more than 300% to ~212.86 km², securing approximately 20 km of strike on the northern basin margin and 30 km on the southern margin that envelope the Nisk, Lion, and Tiger discoveries. Nisk Project Area The Nisk-Lion-Tiger discoveries have established a new polymetallic district with considerable potential for additional deposits. These deposit types are globally rare but form clusters at district and camp scale (Noril'sk and Talnakh, Kevitsa and Sakatti, as relevant examples). Currently discovered polymetallic mineralization on the Nisk property has been confined to a major translithospheric structure along the sedimentary basin margin defining the locations of the Nisk, Lion, and Tiger discoveries (Figure 1 map of original Nisk targets overlain on geology). Work by Power Metallic and Li-FT has identified a larger region proximal to the Nisk property that has additional potential for polymetallic deposits. Significantly Power Metallic sees potential in the wider basin where exploration to date suggest conditions similar to those at the Nisk-Lion-Tiger discoveries. The land purchased from Li-FT covers a further 20 km of strike length along the northern margin of the basin that contains Nisk-Lion-Tiger, and the most prospective 30 km of strike length along the southern basin margin, which has been identified by Power Metallic through regional geophysics as prospective, and corroborated by extension soil and till elemental anomalies from surveys carried out by Li-FT (Figure 2 map of regional play with New property, showing relative size with original Nisk property). The control of the most readily accessible prospective geology proximal to the known mineralizing system (Nisk-Lion-Tiger) gives Power Metallic the opportunity to control the discovery of multiple polymetallic deposits within the identified regional system across both its 80% owned properties and its 100% owned properties. Steve Beresford, Director and Special Advisor, stated: "Polymetallic deposits have unique primary and secondary geochemical footprints (that contrast with Nickel dominant sulfide deposits like Voisey's Bay) that enable us to recognize early the tip of the iceberg i.e. extensions of Lion or mimics that represent new camp to district scale opportunities. We know a lot about how these deposits spatially cluster that's different to lode Au or VMS, and now is the time to own the whole opportunity". Purchase Agreement Terms The purchase of the 100% interest in the claims (exclusive exploration rights) requires a $700,000 cash payment to Li-FT and the issuance of 6,000,000 common shares of the Company (the " Shares"). All the Shares will have a statutory hold period of four months and a day from issuance in accordance with Canadian securities laws. 3,000,000 of the 6,000,000 Shares will also bear a 12 month hold and restriction from transfer. Additionally, Li-FT will retain a 0.5% NSR on all acquired claims. The share–weighted consideration preserves cash for drilling while giving both Power Metallic and Li–FT exposure to the exploration upside in the basin. The issuance of the Shares is subject to the Company's receipt of approval from the TSX Venture Exchange. Fully Funded 100,000–Metre Drill Program Through 2026 The drilling rig has been collared on the first hole of the summer program. We are resuming work along the Nisk–Lion–Tiger trend while integrating its newly acquired LIFT claims—an expansion that increases the Company's land position more than 300%. Field crews will mobilize in successive waves beginning the last week of May, with camp upgrades—including grid–power wiring for new core–logging facilities—well underway. Drilling will initially recommence in the Nisk-Lion-Tiger area to expand current zones. It is anticipated that by early fall of 2025 the core facility capacity will be ramped up to six drills enabling quicker exploration target turnaround and flexibility to follow exploration successes on the expanded Nisk Project Area. Key elements of the work program District–scale data integration. Historical technical data from the LIFT claims are being compiled alongside existing datasets to refine regional targeting. Airborne & ground geophysics. A large–scale airborne EM survey—followed by targeted ground EM—will seek near–surface conductors. Systematic mapping and prospecting. Field teams will focus on areas highlighted by Li–FT's previous geochemical anomalies, moving from regional reconnaissance to detailed mapping and sampling as anomalies are confirmed. Follow–up drilling. Once preliminary geophysics and mapping results are interpreted, priority targets, primarily confirmed by EM, will be drilled through late 2025 and into the 2026 winter season. Terry Lynch, CEO, stated: "Consolidating the LIFT ground lets us apply the geological insights from Nisk across a district–scale footprint. With over 100,000 metres of fully funded drilling in front of us, we can systematically approach new sulphide occurrences while continuing to grow our established resources." JC Evensen, Strategic Advisor, added: "The opportunity to consolidate control of this emerging polymetallic mineral district will allow Power Metallic to fully explore and understand its potential before determining the value maximizing development pathway for all stakeholders involved. The discovery of Lion transformed how this area was understood geologically, and now, with the counsel of Steve Beresford on the board, Joe Campbell, Adam Findlay and the entire exploration team have an opportunity to see if there is something better than Lion to be discovered." A more detailed summer exploration plan—updated to reflect the expanded acreage—will be released within the next 2–4 weeks. Qualified Person Joseph Campbell, VP Exploration at Power Metallic, is the qualified person who has reviewed and approved the technical disclosure contained in this news release. About Power Metallic Mines Inc. Power Metallic is a Canadian exploration company focused on advancing the Nisk Project Area (Nisk–Lion–Tiger)—a high–grade nickel–copper–PGE, gold and silver system—toward Canada's next polymetallic mine. On 1 February 2021, Power Metallic (then Chilean Metals) secured an option to earn up to 80% of the Nisk project from Critical Elements Lithium Corp. (TSX–V: CRE). Following the June 2025 purchase of 313 adjoining claims (~167 km²) from Li–FT Power, the Company now controls ~212.86 km² and roughly 50 km of prospective basin margins. Power Metallic is expanding mineralization at the Nisk and Lion discovery zones, evaluating the Tiger target, and exploring the enlarged land package through successive drill programs. Beyond the Nisk Project Area, Power Metallic indirectly has an interest in significant land packages in British Columbia and Chile, by its 50% share ownership position in Chilean Metals Inc., which were spun out from Power Metallic via a plan of arrangement on February 3, 2025. Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward-Looking Statements This message contains certain statements that may be deemed "forward-looking statements" concerning the Company within the meaning of applicable securities laws. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential," "indicates," "opportunity," "possible" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, are subject to risks and uncertainties, and actual results or realities may differ materially from those in the forward-looking statements. Such material risks and uncertainties include, but are not limited to, among others; the timing for various drilling plans; the ability to raise sufficient capital to fund its obligations under its property agreements going forward and conduct drilling and exploration; to maintain its mineral tenures and concessions in good standing; to explore and develop its projects; changes in economic conditions or financial markets; the inherent hazards associates with mineral exploration and mining operations; future prices of nickel and other metals; changes in general economic conditions; accuracy of mineral resource and reserve estimates; the potential for new discoveries; the ability of the Company to obtain the necessary permits and consents required to explore, drill and develop the projects and if accepted, to obtain such licenses and approvals in a timely fashion relative to the Company's plans and business objectives for the applicable project; the general ability of the Company to monetize its mineral resources; and changes in environmental and other laws or regulations that could have an impact on the Company's operations, compliance with environmental laws and regulations, dependence on key management personnel and general competition in the mining industry. SOURCE Power Metallic Mines Inc.

Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting
Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

Cision Canada

time9 hours ago

  • Cision Canada

Elliott Calls for Further Action to Enhance Corporate Value and Strengthen Corporate Governance Ahead of Sumitomo Realty's 2025 Annual General Meeting

In the letter, Elliott encouraged fellow shareholders to actively engage with Sumitomo Realty's management ahead of the upcoming 2025 Annual General Meeting of Shareholders ("AGM") and to hold the Company accountable for not addressing its long-standing valuation discount and weak corporate governance. The letter outlines four key areas of concern – poor shareholder returns, excessive cross shareholdings, declining capital efficiency and subpar governance – and urges the Company to implement tangible reforms. These include increasing its shareholder payout, reducing cross shareholdings, issuing a credible return target and enhancing governance. Elliott also emphasized that without meaningful progress from Sumitomo Realty, it intends to vote against the reappointment of senior management at the upcoming AGM. The full text of the letter can be read at and is included below: Dear Fellow Sumitomo Realty Shareholders, Elliott Investment Management, L.P. and Elliott Advisors (UK) Limited ("Elliott," or "we") advise funds that together have a more than 3% ownership stake in Sumitomo Realty & Development Co., Ltd. ("Sumitomo Realty", or the "Company"), which makes us one of the Company's largest shareholders. For months, we have engaged in private discussions with Sumitomo Realty management to express our conviction in the value-creation opportunity at the Company and to outline tangible actions to realize this potential. With the 2025 Annual General Meeting of Shareholders ("AGM") approaching, we are now making our views public because these issues are critical to the Company's future success, and we want our fellow shareholders to be able to assess the same views we have presented to the Company ahead of the 2025 AGM. We believe the 2025 AGM marks a critical juncture for evaluating management's performance over the past two years. We are encouraging investors to actively engage with Sumitomo Realty management ahead of the 2025 AGM and to use their voting rights to express their satisfaction or dissatisfaction with the Company's current strategy. We highlight recent opinions from ISS and Glass Lewis, who both recommended a vote against the reappointment of Sumitomo Realty's Chairman, due to the Company's high levels of cross shareholdings and lack of board independence. Sumitomo Realty is one of Japan's leading real estate developers, with a dominant position in Tokyo office real estate, an attractive business mix and a high-quality portfolio of assets. Our substantial investment reflects our conviction, based on months of thorough diligence, in Sumitomo Realty's strengths. However, despite these advantages, Sumitomo Realty trades at just half of the post-tax market value of its real estate ("PNAV"), 1 making it the most undervalued real estate developer in Japan. Sumitomo Realty also trades at a depressed multiple of earnings, despite its stable, high-quality core office leasing business. Sumitomo Realty's persistent stock underperformance and valuation discount are not coincidental. The Company is an outlier in several areas: it holds a large portfolio of cross shareholdings, it has a unique policy of not selling property assets or managing REIT assets, and its board and governance structure rank near the bottom of all TOPIX 100 companies on several metrics 2. In our view, these self-imposed problems and others we highlight below are responsible for the Company's significant undervaluation. We see a clear opportunity for Sumitomo Realty to close its discount to fair value by taking steps to resolve these issues. The upside potential is significant: Applying a peer-average PNAV multiple – a conservative approach given Sumitomo Realty's superior asset quality – would imply a share price of just under ¥8,000, over 40% higher than the current level. See Chart 1 – PNAV and Price Target Bridge. The Case for Change The market's negative sentiment toward Sumitomo Realty reflects deep shareholder concerns with the Company's performance. In 2024, Elliott commissioned a third-party shareholder perception study to better understand investor views on the Japanese real estate developer sector, including Sumitomo Realty and its large-cap peers. This study surveyed large and mostly long-term institutional investors, both in Japan and abroad, on topics including the Company's strategy, its shareholder-return policy and its cross-shareholding policy. The study's findings – as well as sell-side analyst ratings, expert commentary and AGM voting results – show consistently poor investor sentiment toward Sumitomo Realty and highlight meaningful opportunities for improvement. See Chart 2 – Shareholder Survey. Evidence of shareholder dissatisfaction is also clearly visible in the AGM approval rate for Sumitomo Realty's Board. Approval rates have steadily declined since 2017, with the Chairman's approval rating falling from 95% to a record-low 77% by 2023 – the lowest among peers. See Chart 3 – AGM Approval Rating. Publicly available proxy voting data shows that many of Sumitomo Realty's largest investors have already voted against management at previous AGMs. Their concerns center on Sumitomo Realty's excessive cross shareholdings and its antiquated board structure. With proxy voting guidelines from asset managers growing more stringent since the Board last stood for election in 2023, and with independent proxy advisory firms recently making recommendations to vote against the reappointment of Sumitomo Realty's Chairman at the 2025 AGM, it appears that continued inaction could lead to Sumitomo Realty's Board facing even broader disapproval from major asset managers this year. Diagnosing the Key Issues Four core issues underlie Sumitomo Realty's deep undervaluation and poor investor sentiment: Weak shareholder returns: Sumitomo Realty's dividend payout was just 17% of net income in the last fiscal year – half the peer group average. Larger peers have moved more aggressively on shareholder returns, with one key peer expecting its shareholder payout to exceed 80% of net income this fiscal year. Even with Sumitomo Realty's recently outlined plans to increase its shareholder payout, the pace of increase is too slow: we estimate it could take almost a decade to achieve the Company's target dividend payout ratio of 35%. Excessive cross shareholdings: At 26% of net assets as of March 31, 2025, Sumitomo Realty's cross shareholdings far exceed those of its peers as well as the maximum levels set by independent proxy advisory firms and key Japanese asset managers. The Company's high level of cross shareholdings was a major cause of shareholder disapproval at the 2023 AGM and will likely be a decisive issue again in 2025. Declining capital efficiency: Sumitomo Realty is the only company in its peer group that does not have a Return on Equity ("ROE") target, nor any clear strategy for maintaining or improving its ROE, such as by selling mature assets into a REIT structure. As a result, the Company's ROE has declined for six consecutive years and is forecast to continue falling. See Chart 4 – ROE. Poor corporate governance and board structure: Sumitomo Realty ranks near the bottom of the TOPIX 100 on corporate-governance metrics. A global company with the size and stature of Sumitomo Realty should aspire to market-leading governance standards. While the Company has recently outlined plans to gradually improve its governance, progress on these reforms can and should be accelerated. See Chart 5 – Corporate Governance Comparison. Setting the Right Course These issues are largely self-imposed and can be addressed quickly and decisively by management. Specifically, we believe that the Company should take the following steps: Shareholder return: Immediately increase its shareholder payout ratio to 50% or more, a level that is in-line with its peers, via a higher dividend payout and larger and more regular share repurchases; Cross shareholding: Decrease its cross-shareholdings portfolio, which we believe is worth more than ¥500 billion on a post-tax basis, to below 10% of net assets (based on current market value) by the end of its current medium-term management plan ("MTMP") period; ROE target: Set a ROE target of at least 10% and outline clear plans to achieve this target, such as by shifting capital from mature projects to growth projects. For instance, the Company could unlock ¥500 billion of capital by transferring rental apartment assets into a REIT structure; and Governance: Strengthen governance by adding independent directors and establishing a nomination and remuneration committee. The time to implement a more ambitious policy to unwind cross shareholdings is now. Several large holders of Sumitomo Realty shares – including Taisei Corp, Obayashi, Shimizu and Kajima, which collectively own more than ¥160 billion worth – have announced plans to aggressively sell their cross shareholdings. Sumitomo Realty reciprocally owns more than ¥60 billion worth of shares in these four construction companies. This dynamic presents a compelling opportunity for Sumitomo Realty: It can unlock significant capital by selling shares in these four firms and use the proceeds to repurchase a portion of the Sumitomo Realty shares they currently hold. Such a transaction would reduce cross shareholdings and deploy capital back into the Company's own shares at extremely attractive levels. While cross shareholdings have historically been seen as promoting business relationships across Japanese companies, they are now viewed as a poor use of capital and an enabler of corporate leadership entrenchment. Sumitomo Realty and its key cross shareholders are meant to adhere to the Corporate Governance Code, which requires Japanese companies to scrutinize the purpose and benefits of cross shareholdings, particularly those held for business relationships, which are increasingly viewed as inappropriate. We believe the Company should act decisively and expeditiously to unwind its cross-shareholdings portfolio. See Chart 6 – Key Corporate Cross Shareholding. The steps we have outlined would not only raise management's standing at the 2025 AGM, but also improve Sumitomo Realty's valuation. In the Japanese real estate developer sector, there is a clear relationship between valuation (PNAV), capital efficiency (ROE) and shareholder returns. We are confident that taking the steps above – particularly on improving shareholder payout and capital efficiency – will unlock significant value for Sumitomo Realty shareholders and increase management's credibility with shareholders ahead of the 2025 AGM. See Chart 7 – ROE and Shareholder Returns Explain Valuation. Companies that have proactively embraced Japan's ongoing corporate reforms – by unwinding cross shareholdings, improving capital efficiency, increasing shareholder returns and strengthening governance – have been rewarded with higher valuations and greater shareholder support. Examples from the general construction, non-life insurance, and real estate developer sectors show how such reforms can successfully unlock value and transform investor perception at previously underperforming companies. Conclusion We appreciate that in recent months, Sumitomo Realty management has taken several initial steps in the right direction – some of which are aligned with our recommendations. However, progress has been insufficient and too slow. The market reacted negatively to the uninspiring MTMP released in late March, which failed to address core issues. Many of our suggestions remain ignored. The 2025 AGM is a critical opportunity for shareholders to express their satisfaction or dissatisfaction with Sumitomo Realty's current strategy. Management's approval rating is the clearest and most effective way for shareholders to catalyse change. Despite the modest shareholder-friendly actions taken to date, there remains deep skepticism, including from Elliott, about management's genuine commitment to ambitiously and decisively address the Company's key issues. As such, absent further value- and governance-enhancing measures from Sumitomo Realty, Elliott plans to vote against the reappointment of senior management at the 2025 AGM. We urge all shareholders to carefully consider their voting decisions and engage with Sumitomo Realty management in the lead up to the AGM. Your vote can shape the Company's future. We are hopeful management will be attentive to shareholder viewpoints and will take decisive steps to raise Sumitomo Realty's corporate value and enhance its governance. Sincerely, Aaron Tai Portfolio Manager Elliott Investment Management, L.P. About Elliott Elliott Investment Management L.P. (together with its affiliates, "Elliott") manages approximately $72.7 billion in assets as of December 31, 2024. Founded in 1977, it is one of the oldest funds under continuous management. The Elliott funds' investors include pension plans, sovereign wealth funds, endowments, foundations, funds-of-funds, high net worth individuals and families, and employees of the firm. Elliott Advisors (UK) Limited is an affiliate of Elliott Investment Management L.P. Media Contacts: London Alice Best Elliott Advisors (UK) Limited T: +44 203 009 1715 [email protected] Tokyo Brett Wallbutton Ashton Consulting T: +81 (0) 3 5425-7220 [email protected] DISCLAIMER THIS DOCUMENT HAS BEEN ISSUED BY ELLIOTT ADVISORS (UK) LIMITED ("EAUK"), WHICH IS AUTHORISED AND REGULATED BY THE UNITED KINGDOM'S FINANCIAL CONDUCT AUTHORITY ("FCA") AND ELLIOTT INVESTMENT MANAGEMENT L.P. ("EIMLP"). NOTHING WITHIN THIS DOCUMENT PROMOTES, OR IS INTENDED TO PROMOTE, AND MAY NOT BE CONSTRUED AS PROMOTING, ANY FUNDS ADVISED DIRECTLY OR INDIRECTLY BY EAUK AND EIMLP (THE "ELLIOTT FUNDS"). THIS DOCUMENT IS FOR DISCUSSION AND INFORMATIONAL PURPOSES ONLY. THE VIEWS EXPRESSED HEREIN REPRESENT THE OPINIONS OF EAUK, EIMLP AND THEIR AFFILIATES (COLLECTIVELY, "ELLIOTT MANAGEMENT") AS OF THE DATE HEREOF. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE OR MODIFY ANY OF ITS OPINIONS EXPRESSED HEREIN AT ANY TIME AND FOR ANY REASON AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO CORRECT, UPDATE OR REVISE THE INFORMATION CONTAINED HEREIN OR TO OTHERWISE PROVIDE ANY ADDITIONAL MATERIALS. ALL OF THE INFORMATION CONTAINED HEREIN IS BASED ON PUBLICLY AVAILABLE INFORMATION WITH RESPECT TO SUMITOMO REALTY & DEVELOPMENT CO., LTD. (THE "COMPANY"), INCLUDING PUBLIC FILINGS AND DISCLOSURES MADE BY THE COMPANY AND OTHER SOURCES, AS WELL AS ELLIOTT MANAGEMENT'S ANALYSIS OF SUCH PUBLICLY AVAILABLE INFORMATION. ELLIOTT MANAGEMENT HAS RELIED UPON AND ASSUMED, WITHOUT INDEPENDENT VERIFICATION, THE ACCURACY AND COMPLETENESS OF ALL DATA AND INFORMATION AVAILABLE FROM PUBLIC SOURCES, AND NO REPRESENTATION OR WARRANTY IS MADE THAT ANY SUCH DATA OR INFORMATION IS ACCURATE. ELLIOTT MANAGEMENT RECOGNISES THAT THERE MAY BE CONFIDENTIAL OR OTHERWISE NON-PUBLIC INFORMATION WITH RESPECT TO THE COMPANY THAT COULD ALTER THE OPINIONS OF ELLIOTT MANAGEMENT WERE SUCH INFORMATION KNOWN. THIS DOCUMENT REFERS TO THE 92ND ORDINARY GENERAL MEETING OF SHAREHOLDERS OF THE COMPANY (THE "AGM"). NOTHING IN THIS DOCUMENT SEEKS ANY FORM OF AGREEMENT OR UNDERSTANDING FROM ANY RECIPIENT OF THIS DOCUMENT ABOUT VOTING IN RELATION TO ANY MATTER AT THE AGM OR THE EXERCISING OF SHAREHOLDERS' RIGHTS. YOU SHALL RETAIN AND EXERCISE DISCRETION TO VOTE IN ANY MANNER OR NOT TO VOTE AS DETERMINED BY YOU IN YOUR SOLE DISCRETION. THIS DOCUMENT IS NOT FOR OUR SOLICITATION OF YOUR PROXY IN CONNECTION WITH ANY MATTER AT THE AGM. NO REPRESENTATION, WARRANTY OR UNDERTAKING, EXPRESS OR IMPLIED, IS GIVEN AND NO RESPONSIBILITY OR LIABILITY OR DUTY OF CARE IS OR WILL BE ACCEPTED BY ELLIOTT MANAGEMENT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR ADVISORS (EACH AN "ELLIOTT PERSON") CONCERNING: (I) THIS DOCUMENT AND ITS CONTENTS, INCLUDING WHETHER THE INFORMATION AND OPINIONS CONTAINED HEREIN ARE ACCURATE, FAIR, COMPLETE OR CURRENT; (II) THE PROVISION OF ANY FURTHER INFORMATION, WHETHER BY WAY OF UPDATE TO THE INFORMATION AND OPINIONS CONTAINED IN THIS DOCUMENT OR OTHERWISE TO THE RECIPIENT AFTER THE DATE OF THIS DOCUMENT; OR (III) THAT ELLIOTT MANAGEMENT'S INVESTMENT PROCESSES OR INVESTMENT OBJECTIVES WILL OR ARE LIKELY TO BE ACHIEVED OR SUCCESSFUL OR THAT ELLIOTT MANAGEMENT'S INVESTMENTS WILL MAKE ANY PROFIT OR WILL NOT SUSTAIN LOSSES. PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF THE ELLIOTT PERSONS WILL BE RESPONSIBLE FOR ANY LOSSES, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS, DAMAGES, COSTS, CLAIMS OR EXPENSES RELATING TO OR ARISING FROM THE RECIPIENT'S OR ANY PERSON'S RELIANCE ON THIS DOCUMENT. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE INFORMATION AND OPINIONS INCLUDED IN THIS DOCUMENT CONSTITUTE FORWARD-LOOKING STATEMENTS, INCLUDING ESTIMATES AND PROJECTIONS PREPARED WITH RESPECT TO, AMONG OTHER THINGS, THE COMPANY'S ANTICIPATED OPERATING PERFORMANCE, THE VALUE OF THE COMPANY'S SECURITIES, DEBT OR ANY RELATED FINANCIAL INSTRUMENTS THAT ARE BASED UPON OR RELATE TO THE VALUE OF SECURITIES OF THE COMPANY (COLLECTIVELY, "COMPANY SECURITIES"), GENERAL ECONOMIC AND MARKET CONDITIONS AND OTHER FUTURE EVENTS. YOU SHOULD BE AWARE THAT ALL FORWARD-LOOKING STATEMENTS, ESTIMATES AND PROJECTIONS ARE INHERENTLY UNCERTAIN AND SUBJECT TO SIGNIFICANT ECONOMIC, COMPETITIVE, AND OTHER UNCERTAINTIES AND CONTINGENCIES AND HAVE BEEN INCLUDED SOLELY FOR ILLUSTRATIVE PURPOSES. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE INFORMATION CONTAINED HEREIN DUE TO REASONS THAT MAY OR MAY NOT BE FORESEEABLE. THERE CAN BE NO ASSURANCE THAT THE COMPANY SECURITIES WILL TRADE AT THE PRICES THAT MAY BE IMPLIED HEREIN, AND THERE CAN BE NO ASSURANCE THAT ANY ESTIMATE, PROJECTION OR ASSUMPTION HEREIN IS, OR WILL BE PROVEN, CORRECT. THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE (A) AN OFFER OR INVITATION TO BUY OR SELL, OR A SOLICITATION OF AN OFFER TO BUY OR SELL OR TO OTHERWISE ENGAGE IN ANY INVESTMENT BUSINESS OR PROVIDE OR RECEIVE ANY INVESTMENT SERVICES IN RESPECT OF, ANY SECURITY OR OTHER FINANCIAL INSTRUMENT AND NO LEGAL RELATIONS SHALL BE CREATED BY ITS ISSUE, (B) A "FINANCIAL PROMOTION" FOR THE PURPOSES OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE U.K. (AS AMENDED), (C) "INVESTMENT ADVICE" AS DEFINED BY THE FCA'S HANDBOOK OF RULES AND GUIDANCE ("FCA HANDBOOK"), (D) "INVESTMENT RESEARCH" AS DEFINED BY THE FCA HANDBOOK, (E) AN "INVESTMENT RECOMMENDATION" AS DEFINED BY REGULATION (EU) 596/2014 AND BY REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF U.K. DOMESTIC LAW BY VIRTUE OF SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA 2018") INCLUDING AS AMENDED BY REGULATIONS ISSUED UNDER SECTION 8 OF EUWA 2018, (F) ANY ACTION CONSTITUTING "INVESTMENT ADVISORY BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 3, ITEM 1 OF THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE "FIEL"), (G) ANY ACTION CONSTITUTING "INVESTMENT MANAGEMENT BUSINESS" AS DEFINED IN ARTICLE 28, PARAGRAPH 4 OF THE FIEL, OR (H) FINANCIAL PROMOTION, INVESTMENT ADVICE OR AN INDUCEMENT OR ENCOURAGEMENT TO PARTICIPATE IN ANY PRODUCT, OFFERING OR INVESTMENT. NO INFORMATION CONTAINED HEREIN SHOULD BE CONSTRUED AS A RECOMMENDATION BY ELLIOTT MANAGEMENT. THIS DOCUMENT IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR AS SUGGESTING AN INVESTMENT STRATEGY. THIS DOCUMENT IS NOT (AND MAY NOT BE CONSTRUED TO BE) LEGAL, TAX, INVESTMENT, FINANCIAL OR OTHER ADVICE. EACH RECIPIENT SHOULD CONSULT THEIR OWN LEGAL COUNSEL AND TAX AND FINANCIAL ADVISERS AS TO LEGAL AND OTHER MATTERS CONCERNING THE INFORMATION CONTAINED HEREIN. THIS DOCUMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL OF THE INFORMATION THAT MAY BE RELEVANT TO AN EVALUATION OF THE COMPANY, COMPANY SECURITIES OR THE MATTERS DESCRIBED HEREIN. NO AGREEMENT, COMMITMENT, UNDERSTANDING OR OTHER LEGAL RELATIONSHIP EXISTS OR MAY BE DEEMED TO EXIST BETWEEN OR AMONG ELLIOTT MANAGEMENT AND ANY OTHER PERSON BY VIRTUE OF FURNISHING THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT ACTING FOR OR ON BEHALF OF, AND IS NOT PROVIDING ANY ADVICE OR SERVICE TO, ANY RECIPIENT OF THIS DOCUMENT. ELLIOTT MANAGEMENT IS NOT RESPONSIBLE TO ANY PERSON FOR PROVIDING ADVICE IN RELATION TO THE SUBJECT MATTER OF THIS DOCUMENT. BEFORE DETERMINING ON ANY COURSE OF ACTION, ANY RECIPIENT SHOULD CONSIDER ANY ASSOCIATED RISKS AND CONSEQUENCES AND CONSULT WITH ITS OWN INDEPENDENT ADVISORS AS IT DEEMS NECESSARY. THE ELLIOTT FUNDS MAY HAVE A DIRECT OR INDIRECT INVESTMENT IN THE COMPANY. ELLIOTT MANAGEMENT THEREFORE HAS A FINANCIAL INTEREST IN THE PROFITABILITY OF THE ELLIOTT FUNDS' POSITIONS IN THE COMPANY. ACCORDINGLY, ELLIOTT MANAGEMENT MAY HAVE CONFLICTS OF INTEREST AND THIS DOCUMENT SHOULD NOT BE REGARDED AS IMPARTIAL. NOTHING IN THIS DOCUMENT SHOULD BE TAKEN AS ANY INDICATION OF ELLIOTT MANAGEMENT'S CURRENT OR FUTURE TRADING OR VOTING INTENTIONS WHICH MAY CHANGE AT ANY TIME. ELLIOTT MANAGEMENT RESERVES THE RIGHT TO CHANGE ITS VOTING INTENTION AT ANY TIME NOTWITHSTANDING ANY STATEMENTS IN THIS DOCUMENT. ELLIOTT MANAGEMENT INTENDS TO REVIEW ITS INVESTMENTS IN THE COMPANY ON A CONTINUING BASIS AND DEPENDING UPON VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION, THE COMPANY'S FINANCIAL POSITION AND STRATEGIC DIRECTION, THE OUTCOME OF ANY DISCUSSIONS WITH THE COMPANY, OVERALL MARKET CONDITIONS, OTHER INVESTMENT OPPORTUNITIES AVAILABLE TO ELLIOTT MANAGEMENT, AND THE AVAILABILITY OF COMPANY SECURITIES AT PRICES THAT WOULD MAKE THE PURCHASE OR SALE OF COMPANY SECURITIES DESIRABLE, ELLIOTT MANAGEMENT MAY FROM TIME TO TIME (IN THE OPEN MARKET OR IN PRIVATE TRANSACTIONS, INCLUDING SINCE THE INCEPTION OF ELLIOTT MANAGEMENT'S POSITION) BUY, SELL, COVER, HEDGE OR OTHERWISE CHANGE THE FORM OR SUBSTANCE OF ANY OF ITS INVESTMENTS (INCLUDING COMPANY SECURITIES) TO ANY DEGREE IN ANY MANNER PERMITTED BY LAW AND EXPRESSLY DISCLAIMS ANY OBLIGATION TO NOTIFY OTHERS OF ANY SUCH CHANGES. ELLIOTT MANAGEMENT ALSO RESERVES THE RIGHT TO TAKE ANY ACTIONS WITH RESPECT TO ITS INVESTMENTS IN THE COMPANY AS IT MAY DEEM APPROPRIATE. ELLIOTT MANAGEMENT HAS NOT SOUGHT OR OBTAINED CONSENT FROM ANY THIRD PARTY TO USE ANY STATEMENTS OR INFORMATION CONTAINED HEREIN. ANY SUCH STATEMENTS OR INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN. ALL TRADEMARKS AND TRADE NAMES USED HEREIN ARE THE EXCLUSIVE PROPERTY OF THEIR RESPECTIVE OWNERS. 1 Defined by dividing share price by book value per share adjusted for the post-tax difference between market value of leasing properties and the book value of leasing properties as disclosed in Sumitomo Realty's yuho. 2 Sumitomo Realty ranks at the bottom of the TOPIX 100 on its ISS Governance Score, director independence ratio and its usage of independent board committees (e.g. nomination, remuneration and audit committees).

GreenPower Closes Third Tranche of Term Loan Offering
GreenPower Closes Third Tranche of Term Loan Offering

Cision Canada

time12 hours ago

  • Cision Canada

GreenPower Closes Third Tranche of Term Loan Offering

VANCOUVER, BC, June 8, 2025 /CNW/ -- GreenPower Motor Company Inc. (Nasdaq: GP) (TSXV: GPV) ("GreenPower" and the "Company"), a leading manufacturer and distributor of all-electric, purpose-built, zero-emission medium and heavy-duty vehicles serving the cargo and delivery market, shuttle and transit space and school bus sector, announces the closing of the third tranche of its previously announced secured term loan offering for an aggregate principal amount of U.S. $300,000 (collectively the " Loans"). Please refer to the Company's news release dated May 13, 2025 for more details regarding the term loan offering. In connection with the Loans, the Company entered into respective loan agreements with companies controlled by the CEO and a Director of the Company (the " Lenders"). Management anticipates that the Company will allocate the net proceeds from the Loans towards production costs, supplier payments, payroll and working capital. The Loans are secured with a general security agreement on the assets of the Company subordinated to all senior debt with financial and other institutions and will bear interest of 12% per annum commencing on the date of closing (the " Closing Date") to and including the date all of the Company's indebtedness pursuant to the Loans is paid in full. The term of the Loans will be two years from the Closing Date. As an inducement for the Loan, the Company issued 340,909 non-transferable share purchase warrants (each, a " Loan Bonus Warrant") to one of the Lenders. Each Loan Bonus Warrant entitles the holder to purchase one common share of the Company (each, a " Share") at an exercise price of U.S. $0.44 per Share for a period of twenty-four (24) months from the closing date of the Loan. In addition, one Lender will be issued an aggregate of 68,181 Shares (each a " Loan Bonus Share"). The Lenders are each considered to be a "related party" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (" MI 61-101") and each of the Loans and issuance of Loan Bonus Warrants and Loan Bonus Shares, as applicable, is considered to be a "related party transaction" within the meaning of MI 61-101 but each is exempt from the formal valuation requirement and minority approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(a) as the fair market value, in each case, of the Loans, the Loan Bonus Warrants, and the Loan Bonus Shares, as applicable, is not more than 25% of the Company's market capitalization. All securities issued in connection with the Loans will be subject to a statutory hold period of four months plus a day from the closing of the Initial Loan in accordance with applicable securities legislation. For further information contact: Fraser Atkinson, CEO (604) 220-8048 Brendan Riley, President (510) 910-3377 Michael Sieffert, CFO (604) 563-4144 About GreenPower Motor Company Inc. GreenPower designs, builds and distributes a full suite of high-floor and low-floor all-electric medium and heavy-duty vehicles, including transit buses, school buses, shuttles, cargo van and a cab and chassis. GreenPower employs a clean-sheet design to manufacture all-electric vehicles that are purpose built to be battery powered with zero emissions while integrating global suppliers for key components. This OEM platform allows GreenPower to meet the specifications of various operators while providing standard parts for ease of maintenance and accessibility for warranty requirements. GreenPower was founded in Vancouver, Canada with primary operational facilities in southern California. Listed on the Toronto exchange since November 2015, GreenPower completed its U.S. IPO and NASDAQ listing in August 2020. For further information go to Forward-Looking Statements This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "upon", "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Loan. Although the Company believes that and the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that the proceeds of the Loan may not be used as stated in this news release, and those additional risks set out in the Company's public documents filed on SEDAR+ at and with the United States Securities and Exchange Commission filed on EDGAR at Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. 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. ©2025 GreenPower Motor Company Inc. All rights reserved.

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