EV Minerals Moves Forward with Strategic Amalgamation; Future Operations to Be Lead as Three Points Copper

Executive Summary

• EV Minerals Corporation (CSE: EVM) has entered into an amalgamation agreement to acquire 15007887 Canada Inc. (the "Target"), which owns the Santa Monica Copper Project in Chile. Upon completion, the company will change its name to "Three Points Copper Inc." and the Target's shareholders will hold approximately 70% of the resulting issuer.
• Concurrent with the amalgamation, the company intends to complete a non-brokered private placement (the "Offering") for gross proceeds of up to $6,000,000. The offering involves the issuance of up to 30,000,000 subscription receipts at $0.20 each, which will convert into units comprising common shares and warrants.
• The transaction involves a 1-for-6 share consolidation of EV Minerals' existing common shares. Post-transaction capitalization will see former Target shareholders holding ~70% and original EV Minerals shareholders holding ~30% (excluding offering proceeds), with a new board of directors appointed.

Key Details

• Transaction Structure: Three-cornered amalgamation under the Canada Business Corporations Act. Canada Co (wholly owned subsidiary of EV Minerals) merges with and into the Target.
• Target Asset: Santa Monica Copper Project, a 3,490-hectare land package in Chile's Tres Puntas Mining District.
  • Includes three past-producing small-scale copper mines (Santa Monica, Condor, Katherine).
  • Supported by a 5,000 tonne per month Small Miner's Permit for near-term production.
  • Proximity to ENAMI oxide plant (<10 km) and existing permitted sulphide flotation plant and tailings site.
  • Located 170 km north of Antofagasta, 12 km from Tocopilla port.
• Share Consolidation: EV Minerals common shares will consolidate on a 1-for-6 basis (1 post-consolidation share for every 6 outstanding).
• Name Change: Company to be renamed "Three Points Copper Inc."
• Financing (Offering):
  • Type: Non-brokered private placement.
  • Instrument: Up to 30,000,000 Subscription Receipts.
  • Price: $0.20 per Subscription Receipt.
  • Gross Proceeds: Up to $6,000,000.
  • Conversion: Each Subscription Receipt converts into one Unit upon escrow release.
  • Unit Composition: One post-consolidation Common Share + one-half of one whole Common Share purchase warrant.
  • Warrant Terms: Exercisable to acquire one additional post-consolidation Common Share at $0.35 per share.
  • Warrant Expiry: Two years from the date of issuance.
• Post-Transaction Capitalization (Excluding Offering):
  • Total Common Shares: 58,678,212.
  • Target Shareholders: 39,898,726 shares (~70%).
  • Original EV Minerals Shareholders: 18,799,486 shares (~30%).
• Management Changes:
  • CEO: Nicholas Konkin (retained).
  • Board of Directors (5 members): Nicholas Konkin, Dino Titaro, Scott Jobin Bevans, Chris Irwin, and one additional nominee.
• Conditions Precedent: Approval of securityholders of both companies, completion of the Offering, completion of the Consolidation and Name Change.

Notable Quotes

• No direct quotes from the CEO or President were included in the text of this release.