Gunnison Copper Announces Comprehensive Financial Transaction, Including $3 million in Non-Dilutive Funding from Nuton, a Rio Tinto Venture for Nuton Stage 1 Viability Testing at the Gunnison Project
Gunnison Copper Corp (GCUMF) has secured a $3 million non-dilutive funding agreement with Nuton, a Rio Tinto Venture, for testing at the Gunnison Project. The collaboration includes exclusive rights for Nuton's heap leach processing technologies for sulfide mineralization and potential Stage 2 extension at Johnson Camp Mine.
The agreement encompasses the allocation of 48C tax credits worth $13.9 million, with Gunnison potentially receiving up to $8 million after Nuton's allocation. Additionally, Gunnison has revised terms with Nebari, including deferral of principal payments for 2025 (saving $2.8M), conversion rights of up to $6.25M of principal into equity, and potential refinancing options extending to December 2029.
Gunnison Copper Corp (GCUMF) ha ottenuto un accordo di finanziamento non diluitivo di 3 milioni di dollari con Nuton, una joint venture di Rio Tinto, per testare il Progetto Gunnison. La collaborazione include diritti esclusivi per le tecnologie di processo per lisciviazione in cumuli di Nuton per la mineralizzazione da solfuri e il potenziale ampliamento della Fase 2 presso la Johnson Camp Mine.
L'accordo comprende l'assegnazione di crediti d'imposta 48C del valore di 13,9 milioni di dollari, con Gunnison che potrebbe ricevere fino a 8 milioni di dollari dopo l'assegnazione di Nuton. Inoltre, Gunnison ha rivisto i termini con Nebari, inclusa la dilazione dei pagamenti del capitale per il 2025 (risparmiando 2,8 milioni di dollari), diritti di conversione fino a 6,25 milioni di dollari di capitale in azioni e potenziali opzioni di rifinanziamento fino a dicembre 2029.
Gunnison Copper Corp (GCUMF) ha asegurado un acuerdo de financiamiento no dilutivo de 3 millones de dólares con Nuton, una empresa conjunta de Rio Tinto, para pruebas en el Proyecto Gunnison. La colaboración incluye derechos exclusivos para las tecnologías de procesamiento por lixiviación en pilas de Nuton para la mineralización de sulfuros y la posible extensión de la Fase 2 en la Mina Johnson Camp.
El acuerdo abarca la asignación de créditos fiscales 48C por un valor de 13,9 millones de dólares, con Gunnison potencialmente recibiendo hasta 8 millones de dólares tras la asignación de Nuton. Además, Gunnison ha revisado los términos con Nebari, incluyendo la prórroga de los pagos de capital para 2025 (ahorrando 2,8 millones de dólares), derechos de conversión de hasta 6,25 millones de dólares de capital en acciones y opciones de refinanciamiento potenciales que se extienden hasta diciembre de 2029.
Gunnison Copper Corp (GCUMF)는 Nuton과 300만 달러 규모의 비희석 자금 조달 계약을 체결하여 Gunnison 프로젝트에서 테스트를 진행합니다. 이 협력은 Nuton의 황화 광물화에 대한 힙 리치 처리 기술에 대한 독점 권리를 포함하며, Johnson Camp Mine에서의 잠재적인 2단계 확장을 포함합니다.
이 계약은 1390만 달러 상당의 48C 세금 크레딧 할당을 포함하며, Gunnison은 Nuton의 할당 이후 최대 800만 달러를 받을 수 있습니다. 또한, Gunnison은 Nebari와의 조건을 수정하여 2025년의 원금 상환 연기(280만 달러 절약), 최대 625만 달러의 원금 주식 전환 권리, 그리고 2029년 12월까지 연장되는 잠재적인 재융자 옵션을 포함하고 있습니다.
Gunnison Copper Corp (GCUMF) a sécurisé un accord de financement non dilutif de 3 millions de dollars avec Nuton, une coentreprise de Rio Tinto, pour des tests sur le Projet Gunnison. La collaboration inclut des droits exclusifs sur les technologies de traitement par lixiviation en tas de Nuton pour la minéralisation des sulfures et une potentielle extension de la Phase 2 à la Johnson Camp Mine.
L'accord comprend l'attribution de crédits d'impôt 48C d'une valeur de 13,9 millions de dollars, Gunnison pouvant potentiellement recevoir jusqu'à 8 millions de dollars après l'attribution de Nuton. De plus, Gunnison a révisé les conditions avec Nebari, y compris le report des paiements de capital pour 2025 (économisant 2,8 millions de dollars), des droits de conversion de jusqu'à 6,25 millions de dollars de capital en actions, et des options de refinancement potentielles s'étendant jusqu'en décembre 2029.
Gunnison Copper Corp (GCUMF) hat eine nicht verwässernde Finanzierungsvereinbarung über 3 Millionen Dollar mit Nuton, einem Rio Tinto Joint Venture, für Tests am Gunnison-Projekt gesichert. Die Zusammenarbeit umfasst exklusive Rechte an Nutons Heap-Leach-Verarbeitungstechnologien für Sulfidmineralisierung und die potenzielle Erweiterung der Stufe 2 in der Johnson Camp Mine.
Die Vereinbarung umfasst die Zuteilung von 48C-Steuergutschriften im Wert von 13,9 Millionen Dollar, wobei Gunnison nach der Zuteilung von Nuton bis zu 8 Millionen Dollar erhalten könnte. Darüber hinaus hat Gunnison die Bedingungen mit Nebari überarbeitet, einschließlich der Stundung von Kapitalzahlungen für 2025 (Ersparnis von 2,8 Millionen Dollar), Umwandlungsrechte von bis zu 6,25 Millionen Dollar Kapital in Eigenkapital und potenzielle Refinanzierungsoptionen bis Dezember 2029.
- Secured $3M non-dilutive funding from Nuton
- Potential additional $8M from 48C tax credits
- Principal payment deferral saving $2.8M in 2025
- Option to convert $6.25M debt to equity
- Possible complete debt elimination in 2025
- Current Nebari debt principal at $13.75M
- 48C tax credit certification not guaranteed
- Multiple conditions required for amendments approval
Phoenix, Arizona--(Newsfile Corp. - March 3, 2025) - Gunnison Copper Corp. (TSX: GCU) (OTCQB: GCUMF) (FSE: 3XS0) ("Gunnison") is pleased to announce it has agreed to a non-dilutive funding transaction (the "Nuton Transaction") with Nuton, LLC ("Nuton"), a Rio Tinto Venture, for
"The agreement announced today with Nuton provides Gunnison
Highlights
Gunnison and Nuton have entered into a Collaboration Agreement that will provide for, among other things:
Nuton's exclusivity over novel heap leach processing technologies for sulfide mineralization at the Gunnison Open Pit, and
Agreed milestones to examine the potential for an extension to the Stage 2 Work Program at the Johnson Camp Mine.
In exchange for the above:
Nuton will provide
$3M to Gunnison to be used toward its expenses for the Nuton Stage 1 Viability study on the Gunnison Open Pit (expected in early March) and other agreed purposes; andThe parties will work within the parameters of the Tax Partnership Agreement to allow for a portion of the realized cash proceeds from the potential sale of 48C tax credits to be distributed to Gunnison to benefit the Stage 2 project, including paying down a significant portion, or all of, the Nebari debt. Gunnison estimates that its share of the potential proceeds could be up to
$8M after Nuton's allocation and reimbursement of costs, with the actual amount depending on the 48C tax credit certification process and how much can be realized from the sale of the certified credits.
In addition to this, Gunnison and Nebari have entered a binding term sheet (details below) that provides for the following:
Deferral of all principal payments for the remainder of 2025, reducing carrying costs by
$2.8M .The right to convert up to
$6.25M of the principal into equity at a set conversion price based on a premium to market price or financing price.A trigger to initiate a process by Nebari to refinance the remaining principal maturity, if any, to December 31, 2029. The trigger occurs when the principal, currently
$13.75M (including the Repayment Bonus) is reduced to$7.5M or less (the "Refinance Trigger").
The above provides two pathways to trigger the refinancing process, either through Nebari's conversion of principal to equity, or through funds received under the distribution of money from the potential sale of the 48C tax credits. Should both events occur, or other funds become available, then it is possible that the entire Nebari debt could be extinguished in 2025, which is the objective of Management.
Gunnison Stage 1 Viability Testing
The parties have agreed to conduct a Stage 1 viability testing program of Nuton Technologies on sulfide mineralization at the Gunnison Open Pit (the "Stage 1 Gunnison Program"). The Stage 1 Gunnison Program will involve the collection and testing of samples from drill core from the Gunnison Project. The samples will be analyzed by Nuton for the purposes of determining the suitability of the Gunnison Project with Nuton Technologies.
Stage 2 Extension
Gunnison and Nuton have agreed to work together to evaluate the possible extension of the Stage 2 Work Program at Johnson Camp. This evaluation is guided by a set of milestones and is expected to take place over the next 4 to 6 weeks. Nuton shall also receive a right of first offer over the use of any excess capacity from the SX/EW plant and related infrastructure and mining assets located at the Johnson Camp Mine.
"This initial funding allows us to start evaluating by-product commercialization, increase sulfide production potential through drilling and testing, as well as our mineral optimization program, that are all expected to generate significant value creation. This value creation, in parallel with our Nuton partnered JCM operational ramp up and Q3 scheduled cathode production, are continuing to build Made in America copper," commented Robert Winton SVP Operations and GM.
Intent to Negotiate Exclusive Exploration Agreement
Gunnison and Nuton (or its affiliates) have also agreed to negotiate in good faith an exclusive exploration agreement over all of Gunnison's property for a 3-to-5-year term (or such term as agreed between the parties), on commercial terms that includes a specified work program, costs and timelines.
Sale of 48C Tax Credits
As announced on January 16, 2025, Gunnison Copper Corp and Nuton LLC have been selected to receive US
The receipt of the 48C tax credit is subject to Certification as outlined in IRS Notice 2023-44. There is no certainty that the conditions to the completion of the Nuton Transaction or receipt of the 48C tax credit will be satisfied.
Amended and Restated Credit Agreement
Gunnison's wholly-owned subsidiary Excelsior Mining Arizona, Inc. dba Gunnison Copper ("Gunnison Arizona") have agreed with Nebari Natural Resources Credit Fund I LP ("Nebari") to amend certain terms of the Amended and Restated Credit Agreement (the "ARCA"). The amendments provide for, amongst other matters, a suspension of principal amortization from February 1, 2025 until January 1, 2026, provide for potential partial conversion to equity, and provide for a mechanism to repay a portion of the principal amount of the ARCA with proceeds to be received from sale of the previously announced 48C tax credits and through a potential refinancing process provide for an extension of the maturity date.
ARCA Amendments
The Company, Gunnison Arizona and Nebari have signed a binding term sheet (the "Nebari Term Sheet") setting out the terms for the following amendments to the ARCA (collectively, the "Amendments"):
Deferral of Principal Amortization: The requirement to begin repaying the principal balance of the ARCA in monthly installments shall be suspended from February 1, 2025 until January 1, 2026. As of January 1, 2026, the remaining principal shall be amortized on a straight-line basis in equal monthly amounts or a monthly amount of
$300,000 , whichever is smaller.Equity Conversion: To provide for a potential alternative repayment mechanism, up to
$6.25 million of the principal amount of the ARCA will be convertible, at Nebari's option, into common shares of Gunnison, at a price (the "Conversion Price") equal to the lower of (i) a30% premium to the lowest issuance price of the common shares or units issued in any equity financing prior to March 31, 2025 (subject to minimum pricing rules of the Toronto Stock Exchange); and (ii) the lowest exercise price of any warrants issued as part of any such equity financing, provided that if no equity financing is completed prior to March 31, 2025 the Conversion Price shall be US$0.16 22 (Cdn$0.23 39), which is a30% premium to the volume weighted average trading price ("VWAP") of the common shares of Parent on the Toronto Stock Exchange for the five trading days prior to the execution of the Nebari Term Sheet.Principal Reduction through 48C Tax Credit: If Gunnison receives a portion of the cash received from the sale of Johnson Camp 48C tax credit it shall use the lower of
$6.25 million or the full amount of the proceeds so received to pay down the non-convertible principal amount of the ARCA.Maturity Date Extension: In the event that the principal amount of the ARCA is reduced to
$7.5 million or less (whether through conversion or repayment in cash (including cash from the 48C tax credit)), Nebari agrees to seek sale and assignment of the ARCA to another party (the "Loan Buyer"). The assigned ARCA shall have its maturity date amended to 31 December 2029, or such earlier date as agreed between the Loan Buyer and Gunnison, and no amortization shall be due on the convertible portion of the ARCA until the amended maturity date.Minimum Cash Balance: The existing financial covenants related to a minimum cash balance and accounts payable aging shall be adjusted so that they only apply to cash and accounts payable that are not related to the Stage 2 Work Program with Nuton, LLC. Furthermore, the required minimum cash balance shall be
$1 million .Security: Gunnison's subsidiary Excelsior Mining Holdings, Inc. shall become part of Nebari's collateral package.
The Amendments are subject to certain conditions including approval of the Toronto Stock Exchange, approval from Greenstone Resources L.P. ("Greenstone") and Triple Flag, deferral of interest payments due under convertible debentures due to Greenstone and Triple Flag, certain agreements between Nebari and Triple Flag agreement and commencement of a work program by Gunnison to optimize certain opportunities identified in the preliminary economic assessment for the Gunnison Project.
Nebari is at arm's length to the Company. There are no commissions or finders' fees payable in connection with the transactions discussed in this news release. While the Nebari Term Sheet is binding, the parties intend to conclude a second amended and restated credit agreement reflecting the terms in the Nebari Term Sheet. There is no assurance that the conditions to the Amendments will be satisfied.
ABOUT GUNNISON COPPER
Gunnison Copper Corp. is a multi-asset pure-play copper developer and producer that controls the Cochise Mining District (the district), containing 12 known deposits within an 8 km economic radius, in the Southern Arizona Copper Belt.
Its flagship asset, the Gunnison Copper Project, has a measured and indicated mineral resource containing over 831 million tons with a total copper grade of
The PEA is preliminary in nature and includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the conclusions reached in the PEA will be realized. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
In addition, Gunnison's Johnson Camp Asset, which is under construction with first copper production expected in mid 2025, is fully funded by Nuton LLC, a Rio Tinto Venture, with a production capacity of up to 25 million lbs of finished copper cathode annually.
Other significant deposits controlled by Gunnison in the district, with potential to be economic satellite feeder deposits for Gunnison Project infrastructure, include Strong and Harris, South Star, and eight other deposits.
For additional information on the Gunnison Project, including the PEA and mineral resource estimate, please refer to the Company's technical report entitled "Gunnison Project NI 43-101 Technical Report Preliminary Economic Assessment" dated effective November 1, 2024 and available on SEDAR+ at www.sedarplus.ca.
Dr. Stephen Twyerould, Fellow of AUSIMM, President and CEO of the Company is a Qualified Person as defined by NI 43-101. Mr. Twyerould has reviewed and is responsible for the technical information contained in this news release.
For more information on Gunnison, please visit our website at www.GunnisonCopper.com.
ABOUT NUTON
Nuton, a subsidiary of Rio Tinto, is an innovative venture focused on finding better ways to produce the copper the world needs with the smallest possible environmental footprint. At the core of Nuton is a portfolio of proprietary nature-based leaching technologies and capabilities that offer the potential to economically unlock copper through bio-heap leaching, including from primary sulfide resources, achieving market-leading recovery rates and increasing copper production at new and ongoing operations. One of the key differentiators of Nuton is our ambition to produce the world's lowest carbon footprint copper while having at least one Positive Impact at each deployment site across five pillars: water, energy, land, materials and society.
To learn more about Nuton, visit https://nuton.tech/
For further information regarding this press release, please contact:
Gunnison Copper Corp.
Concord Place, Suite 300, 2999 North 44th Street, Phoenix, AZ, 85018
Shawn Westcott
T: 604.365.6681
E: info@GunnisonCopper.com
www.GunnisonCopper.com
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" concerning anticipated developments and events that may occur in the future. Forward looking information contained in this news release includes, but is not limited to, statements with respect to: (i) the intention to deploy the Nuton® technology at the Johnson Camp mine and future production therefrom; (ii) the continued funding of the stage 2 work program by Nuton; (iii) the details and expected results of the stage two work program; (iv) future production and production capacity from the Company's mineral projects; (v) the results of the preliminary economic assessment on the Gunnison Project; (vi) the exploration and development of the Company's mineral projects; (vii) the satisfaction of final conditions and receipt of 48C tax credits; (viii) the terms of the Nuton Transaction; (ix) the terms of the Amendments; and (xi) the satisfaction of the conditions to the Nuton Transaction and the Amendments.
In certain cases, forward-looking information can be identified by the use of words such as "plans", "expects" or "does not expect", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, Nuton will continue to fund the stage 2 work program, Nuton and Gunnison will execute definitive agreements for the Nuton Transaction, Gunnison and Nebari will execute definitive agreements for the Amendments, the availability of financing to continue as a going concern and implement the Company's operational plans, the allocation of the 48C tax credits between the Company and Nuton, the satisfaction of the requirements set forth in Section 48C of the Internal Revenue Code, the estimation of mineral resources, the realization of resource and reserve estimates, , copper and other metal prices, the timing and amount of future development expenditures, the estimation of initial and sustaining capital requirements, the estimation of labour and operating costs (including the price of acid), the availability of labour, material and acid supply, receipt of and compliance with necessary regulatory approvals and permits, the estimation of insurance coverage, and assumptions with respect to currency fluctuations, environmental risks, title disputes or claims, and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to the Company not obtaining adequate financing to continue operations, Nuton and Gunnison failing to conclude definitive agreements for the Nuton Transaction, Nebari and Gunnison failing to conclude definitive agreements for the Amendments, Nuton failing to continue to fund the stage 2 work program, the failure to satisfy the requirements set forth in Section 48C of the Internal Revenue Code,
Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward-looking information.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243016
FAQ
What is the value of Gunnison Copper's (GCUMF) funding agreement with Nuton?
How much could GCUMF receive from the 48C tax credits?
What are the key debt modifications for GCUMF with Nebari in 2025?
What exclusive rights does Nuton receive in the GCUMF agreement?
