Global Energy Metals signs LOI to acquire Luna Energy

Executive Summary

• Global Energy Metals Corp. (GEMC) entered a non‑binding Letter of Intent to acquire 100 % of Luna Energy Ltd., adding a portfolio of uranium, lithium and other critical mineral projects in Paraguay.
• The deal includes a post‑closing share consolidation for GEMC and the issuance of 7,239,870 new common shares to Luna shareholders.
• A concurrent best‑efforts financing of up to 13,333,334 units at $0.15 per unit (≈ $2 million gross) is planned; each unit contains one common share and a warrant to purchase an additional share at $0.25 for two years.

Key Details

• Transaction Structure:
• Acquisition of all issued and outstanding Luna Energy shares; Luna will become a wholly‑owned subsidiary of GEMC.
• Prior to closing, GEMC will consolidate its capital structure to 16,893,031 common shares, 881,250 options and 5,412,500 warrants.

• Luna shareholders will receive 7,239,870 GEMC common shares (post‑consolidation).

• Board Composition:

• Post‑closing board of GEMC will retain existing directors.

• At the next AGM, Luna will have the right to nominate two directors; GEMC will remove two of its current directors from re‑election.

• Financing Terms:

• Up to 13,333,334 units at $0.15 per unit (post‑consolidation), for gross proceeds up to $2 million.
• Each unit = 1 GEMC common share + 1 warrant; warrants allow purchase of an additional share at $0.25 for two years.

• Proceeds earmarked for exploration of existing GEMC projects, advancement of Luna’s uranium assets, and general working capital.

• Post‑Transaction Share Count:

• Approximately 37,466,235 common shares outstanding on a post‑consolidation basis.

• Ownership split: ~81 % held by current GEMC shareholders and financing investors; ~19 % retained by Luna shareholders.

• Project Portfolio Highlights (Luna Energy):

• Focus on uranium potential in the western Paran sedimentary basin, Paraguay – one of the largest underexplored uranium land positions in South America.

• Flagship Cabayu uranium project and additional prospective lithium/critical mineral assets covering ~312,000 ha across 14 prospection permits.

• Conditions & Risks:

• Letter of Intent is non‑binding; closing subject to shareholder approvals, financing completion, and other customary conditions precedent.
• Financing is a condition to the transaction’s closing.

Notable Quotes

“GEMC is pleased to collaborate with Luna Energy in a way that is mutually beneficial and enhances our exposure to potential discoveries of uranium deposits at a pivotal time when global uranium demand… is projected to rise significantly over the next decade.” – Mitchell Smith, President & CEO, Global Energy Metals Corp.

Materiality Assessment: Material – Positive (significant acquisition expanding GEMC’s uranium exposure and concurrent financing that will fund exploration activities).