Midnight Sun TSXV:MMA

Thanks Alex, great video. Amazing they did the JV on one target out of a total of 4 targets

Great Video out on MMA

This is very very good news. Kobold is pretty high profile because of the strong financial backers. Lets see if it gets some attention in the market

Awesome news with MMA this morning

2024-02-20 09:59 ET - News Release

Mr. Al Fabbro reports

MIDNIGHT SUN AND KOBOLD METALS JOIN FORCES ON THE DUMBWA TARGET IN ZAMBIA

Midnight Sun Mining Corp. has signed an earn-in agreement with KoBold Metals Company, through their respective Zambian subsidiaries, to explore the Dumbwa target, located on the company's Solwezi project in Zambia.

KoBold Metals Company is a US-based, privately held, battery metal exploration and mining company that combines geoscience, data science, machine learning, and artificial intelligence to search for the critical minerals needed for the clean energy transition. KoBold is backed by technology investors including Breakthrough Energy Ventures (initiated by Bill Gates) and Silicon Valley venture capital firm Andreessen Horowitz, as well as institutional investors such as T. Rowe Price and Canadian Pension Plan Investment Board.

The Earn-In Agreement allows KoBold to earn a 75% interest in Dumbwa by incurring USD$15 million in exploration expenditures and making cumulative cash payments to Midnight Sun of USD$500,000 over 4.5 years.

Midnight Sun President & CEO Al Fabbro states: "KoBold has assembled one of the top global sediment-hosted copper teams - including Dr. David Broughton - and I cannot overstate how pleased we are to have them at the helm on Dumbwa. Their bench strength speaks to the quality of this outstanding tier-one exploration target and the seriousness of their approach. As evidenced by the impressive roster of keystone investors in KoBold, they are on track to become new industry leaders using incredibly sophisticated proprietary technology to fast-track the discovery of critical minerals. We look forward to KoBold applying their groundbreaking exploration approach to the Dumbwa Target and moving this important Zambian copper asset toward development together, which we view as perfectly timed to coincide with an upcoming phase of unprecedented global copper demand."

KoBold Metals Africa Chief Executive Officer, Mfikeyi Makayi, states: "KoBold is looking forward to exploring the Dumbwa Target alongside Midnight Sun as we have long been interested in the Solwezi Dome. The Dumbwa Target hosts intriguing copper-in-soil anomalies and a structural setting comparable to other major deposits in the region. The KoBold sediment-hosted copper team has decades of experience working in the African Copperbelt, which we will combine with our library of analytical tools and proprietary technology to aggressively explore at Dumbwa. We look forward to working with Midnight Sun and drilling at Dumbwa in 2024."

The Dumbwa exploration target is located in the heart of the Zambia-Congo Copperbelt, and is one of four key prospects that comprise Midnight Sun's 5062 kilometre Solwezi Project (see Figure 1). Dumbwa is located within one of three exploration licenses held by the Company; the Company anticipates continuing exploration on its other licenses as well as the portions of the license within which Dumbwa is located that are not subject to the earn-in. The Dumbwa Target area included in the KoBold agreement is 1082 kilometres. KoBold plans to initiate a drill campaign in 2024 to begin systematic exploration of structural targets at Dumbwa.

The remaining 3982 kilometres of property that make up the Solwezi Project will remain with Midnight Sun, and the Company intends to continue exploration on the other key targets outside of the area subject to the KoBold Earn-In Agreement.

About KoBold MetalsKoBold Metals Company, a US-based exploration and mining company, is advancing 60 active projects spanning 4 continents. Founded in 2018, KoBold is backed by world-class technology investors including Breakthrough Energy Ventures (initiated by Bill Gates), and Silicon Valley venture capital firm Andreessen Horowitz, as well as institutional investors such as T. Rowe Price and the Canadian Pension Plan Investment Board. KoBold leverages artificial intelligence through proprietary analytical tools and big data to improve and accelerate the exploration process.KoBold has an established presence in Zambia, including its flagship Mingomba project for which it is currently completing resource definition drilling and a pre-feasibility study. KoBold has over 40 people based in Zambia, led by Mfikeyi Makayi, CEO of KoBold Metals Africa.

Significant Terms of The Earn-In Agreement

To complete the earn-in requirements, KoBold must complete the following:Year 1 Anniversary of the Agreement Date - Completion of a minimum of 2,000 metres of diamond core drilling, which is a firm commitment; Year 2 Anniversary of the Agreement Date - USD$4,000,000 of exploration expenditures;Year 3 Anniversary of the Agreement Date - USD$7,000,000 of cumulative exploration expenditures; andYear 4.5 Anniversary of the Agreement Date - USD$15,000,000 of cumulative exploration expenditures.

In addition to these expenditure requirements, KoBold must pay Midnight Sun cash payments on the following schedule to maintain the Earn-In Agreement:On commencement of the earn-in - USD $100,000 Year 1 Anniversary of Agreement Date - USD $100,000 Year 2 Anniversary of Agreement Date - USD $100,000Year 3 Anniversary of Agreement Date - USD $100,000Year 4 Anniversary of Agreement Date - USD $100,000

Commencement of the earn-in is subject to a number of conditions, including the re-assignment of the license within which the Dumbwa Target is located to the Company's subsidiary. The Earn-In Agreement provides that if the conditions are not satisfied by June 30, 2024 (unless otherwise agreed to by the parties), the Earn-In Agreement will terminate. KoBold has the right to extend the outside date by up to six months, in KoBold's sole discretion.

Formation of Joint Venture Company

Upon completion of the obligations under the Earn-In Agreement by KoBold, the parties will form a separate company (the "JV Co"), to be held initially by KoBold and the Company (or their Zambian subsidiaries) as to 75% and 25% respectively. The parties to the JV Co will be subject to the terms of a Shareholder's Agreement, a copy of which is included as an appendix to the Earn-In Agreement. The parties have agreed that the Dumbwa Target will be separated from the Company's existing license into a new license, and assigned to JV Co.

The agreed form of Shareholder's Agreement includes the following material terms:JV Co be governed by a Board of Directors, initially consisting of two directors nominated by KoBold, and one director nominated by the CompanyJV Co will propose work programs. Shareholders will have the obligation to fund their proportionate interest, or face dilution as a result of a failure to participateA party diluted to less than a 10% interest will have their interest converted to a 1% Net Smelter Royalty capped at USD$40 millionAuthority of the Board will be subject to certain matters reserved to ShareholdersThe Company will have a right to participate pro rata in future issuances of shares of the JV CoThe Company's shareholding interest will be subject to drag along rights in favour of the majority shareholder (KoBold), and the Company will have the benefit of tag along rights in the event of a sale by KoBoldThe JV Co will have the ability to cancel shares held by a party in the event that the party is or becomes controlled by a sanctioned entity, and will have the right to repurchase the shares for fair market value in certain other circumstances

Dumbwa Target HighlightsThe Dumbwa Target features a continuous high-grade copper-in-soil anomaly, which extends for over 20 km along strike and +1 km in width, with peak values of up to 0.73% copper.The Dumbwa Target features multiple stacked mineralized horizons, which are believed to be analogous to Barrick's Lumwana Mine, located ~40 kilometres to the west of the Solwezi Project. Exploration work to date, which includes geochemical analysis and geophysics, indicate that systematic drilling guided by structural controls is the next step toward establishing continuity, size, and scale of an underlying system.

The Earn-In Agreement remains subject to regulatory approval as well as customary conditions and contains representations, warranties, covenants and indemnities as are typical for agreements of this nature.

Midnight Sun is focused on exploring the company's flagship Solwezi project, located in Zambia. Situated in the heart of the Zambian copper belt, the second-largest copper producing region in the world, its property is vast and highly prospective. The company's Solwezi project is surrounded by world-class producing copper mines, including Africa's largest copper mining complex right next door, First Quantum's Kansanshi mine. Led by an experienced geological team with multiple discoveries and mines around the world to their credit, Midnight Sun intends to find and develop Zambia's next generational copper deposit.

I was looking at Barrick's Lumwana Mine because it is near Midnight Sun's property. Barrick is spending $2 billion to expand and increase production. The current production plan shows that 537 million tonnes of ore grading 0.56% Cu will be mined between 2014 and 2038. The ore, which is predominantly sulphide, is treated through a conventional sulphide flotation plant, producing copper concentrate for smelting. Their M&I resources come in at a grade of 0.5%
I hear Midnight Sun, thinks they could find a deposit closer to 0.6% or 0.7%.