By (TheNewswire)
Secures Equity, Cash, and Ongoing Upside Exposure
Vancouver, British Columbia, February 26th, 2025 TheNewswire – Prismo Metals Inc. (‘Prismo’ or the ‘Company’) (CSE: PRIZ,OTC:PMOMF) (OTCQB: PMOMF) is pleased to announce that it has entered into a definitive assignment agreement (the ‘Agreement’) with Blade Resources Inc. (‘Blade’) pursuant to which Prismo has agreed to assign all of its rights, interests and obligations in the Hot Breccia copper project, located in the heart of the Arizona copper belt (the ‘Transaction’), to Blade. The Transaction is expected to close on or about March 2, 2026, or such other date as the Company and Blade may agree.
In consideration for the Transaction, Prismo will be issued 6,755,000 common shares of Blade and will receive a cash payment of $185,000. Following completion of the Transaction, Prismo will own approximately 24% of Blade’s issued and outstanding shares and will be Blade’s largest single shareholder (see additional early warning disclosure below).
Alain Lambert, CEO of Prismo, commented: ‘In our opinion, Hot Breccia is one of the best copper exploration opportunities in North America. Since optioning the project in January 2023, we have remained committed to advancing it toward drilling. After carefully evaluating our options – including funding a drill program internally, partnering with a major, or joining forces with like-minded explorers – we have concluded that the best way forward for Prismo is the latter hence this partnership with Blade.’ He added: ‘The principals and financial backers of Blade have a long history and strong track record in raising significant capital for exploration programs of the scale required at Hot Breccia.’
Strategic Rationale
The Transaction provides several strategic benefits:
Value Creation: Prismo is leveraging its investments in Hot Breccia into a significant stake in a company dedicated to advancing the Hot Breccia project.
Access to Capital with Limited Dilution: The structure provides enhanced access to capital for the Hot Breccia drill program through Blade, without direct dilution to Prismo shareholders.
Strategic Focus: Prismo will focus on advancing its remaining Arizona projects — Silver King and Ripsey Gold — while Blade dedicates its efforts to advancing Hot Breccia.
Enhanced Attractiveness to Strategic Partners: With the potential for 100% ownership of Hot Breccia, Blade will be in a better position to possibly attract majors or strategic buyers.
Prismo’s Investment in Blade
Regarding Prismo’s investment in Blade, Mr. Lambert said: ‘We see several potential pathways for our investment: holding it long term, monetizing a portion to fund other projects, distributing shares to our shareholders, or a combination of these last two approaches. At this time, we are entering this transaction with a long-term perspective. Successful development at Hot Breccia would have meaningful implications for shareholder value.’
Additional Prismo Rights under the Transaction
Under the terms of the Transaction:
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Prismo has the right to nominate one representative to Blade’s board of directors. The Company has not yet determined its initial nominee.
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Blade has granted Prismo participation rights in future equity offerings, allowing Prismo to subscribe for shares on substantially the same terms as other investors in order to maintain its undiluted ownership percentage in Blade.
Dr. Linus Keating, manager of Walnut Mines LLC, the underlying landowner of Hot Breccia enthusiastically commented: ‘Walnut Mines strongly supports any initiative that advances Hot Breccia toward a serious drill program. We are optimistic that this transaction will help achieve that objective in 2026. In our view, this property continues to represent an excellent copper exploration opportunity in North America.‘
Early Warning Disclosure
This news release is issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Prior to the Transaction, Prismo did not own any common shares of Blade. The common shares of Blade will be acquired by Prismo for a total consideration of $2,364,250 and will be acquired for investment purposes with a view to Blade’s potential listing on a Canadian stock exchange.
Except as described in this news release, Prismo has no present plans or intentions that relate to or would result in any of the matters enumerated in paragraphs (a) through (k) of Item 5 of Form 62-103F1.
Prismo will file an early warning report in accordance with applicable securities laws, which will be available under Blade’s profile on SEDAR+ at www.sedarplus.ca . A copy of the early warning report may be obtained by contacting Gordon Aldcorn at the contact details below.
About the Hot Breccia Project
The Hot Breccia project lies at the heart of the Arizona Copper Belt, which hosts several globally significant porphyry copper deposits. Examples of these significant deposits are Freeport McMoRan’s Miami-Inspiration mining complex, BHP’s San Manuel mine, Rio Tinto and BHP’s Resolution deposit and others (see Figure 1).
Figure 1. Location of the Hot Breccia Project in the Arizona Copper Belt.
Note that the Company and its qualified person have not been able to independently verify the information on these producing mines, and that the information is not necessarily indicative of the mineralization on the Hot Breccia project.
About Prismo Metals Inc.
Prismo (CSE: PRIZ,OTC:PMOMF, OTCQB: PMOMF) is a mining exploration company focused on advancing its Silver King, Ripsey and Hot Breccia projects in Arizona and its Palos Verdes silver project in Mexico.
About Blade Resources Inc.
Blade Resources is a private mining exploration company focused on development of North American copper and precious metals projects.
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Prismo Metals Inc.
1100 – 1111 Melville St., Vancouver, British Columbia V6E 3V6 Phone: (416) 361-0737
Contact:
Alain Lambert, Chief Executive Officer alain.lambert@prismometals.com
Gordon Aldcorn, President gordon.aldcorn@prismometals.com
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking information relates to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as ‘intends’ or ‘anticipates‘, or variations of such words and phrases or statements that certain actions, events or results ‘may’, ‘could’, ‘should’, ‘would’ or ‘occur’. This information and these statements, referred to herein as ‘forward‐looking statements’, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the anticipated closing and closing date of the Transaction; the strategic rationale and potential upside of the transaction with Blade, the future development of the Hot Breccia project and Blade’s ability of Blade to successfully implement its strategic and business objectives, including potentially attracting majors or strategic buyers; and the ability of Prismo to fund its exploration activities on its other projects.
These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: that the Transaction may not close as anticipated, or at all; delays incurred by Blade in obtaining or failure to obtain appropriate funding to finance the exploration program at Hot Breccia; the inability of Blade to successfully acquire a 100% interest on the Hot Breccia project; delays incurred by the Company in obtaining or failure to obtain appropriate funding to finance exploration programs for its other projects; the risk that mineralization will not be as anticipated at the Hot Breccia project or at the Company’s other projects; metal prices; market uncertainty; and other risks and uncertainties application to exploration activities and the Company’s business as set forth in the Company’s disclosure documents available for viewing under the Company’s profile on SEDAR+ at www.sedarplus.com.
In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, that: the timeline for closing the Transaction will be as anticipated; the Transaction will close; the ability to raise capital to fund exploration programs at Hot Breccia or on the Company’s other projects, and the timing of such exploration programs; the ability of Blade to complete the option to acquire a 100% interest in the Hot Breccia project and to successfully carry out its business and strategic objectives following completion of the transaction; and that the Hot Breccia project and the Company’s other projects will have the anticipated mineralization and other qualities.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
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