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M&A and Subsidiary Changes1515Nittetsu Mining Co.,Ltd.Energy Resources

Notice Regarding a Change in a Specified Subsidiary in the United States

Nittetsu Mining Co., Ltd. has decided to provide a capital increase of US$3.5 million to its U.S. subsidiary, Nittetsu Mining USA, and acquire an 80% interest in U.S. copper mine development company Wedgetail Operations through Nittetsu Mining USA, making Wedgetail Operations a subsidiary. The capital contribution is scheduled for around the end of April 2026.

Worth reading
62In focus
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Direction
Mixed performance
Direction inferred from the company’s description.
Scale
3500000
US dollars
Wording
Conditional
How definitive the wording is.

This transaction

Acquisition of an Interest in Wedgetail Operations LLC and Making It a Subsidiary
CounterpartyEagle Mountain Mining, Wedgetail Holdings LLC
Disclosing companyNittetsu Mining Co.,Ltd.
Wedgetail Operations LLCVoting rights ownership percentage

The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.

TimelineThe spacing between the points is proportional to the actual number of days.
Target company

Copper mine development

Location Arizona, U.S.Share capital US$5,625,100 (before the capital increase) / US$9,125,100 (estimated amount after the capital increase, based on the Company's estimate)Date of incorporation 18 July 2019
Net SalesUS$17,389 (fiscal year ended June 2025)
Operating profit−US$8,980,245 (fiscal year ended June 2025)
Net income for the current fiscal year−US$8,980,245 (fiscal year ended June 2025)
Net assets−US$42,896,084 (fiscal year ended June 2025)
Consideration and expenses
Acquisition priceUS$3,500,000 (capital increase amount to be used to acquire the 80% interest)
Type of ConsiderationCash (payment for a US$3,500,000 capital increase)
Impact on Business Performance

The impact of this transaction on the Company's results is expected to be immaterial for the time being. The Company will promptly disclose any matters that arise requiring disclosure in the future.

This transaction
ItemDetails
Transaction nameAcquisition of an Interest in Wedgetail Operations LLC and Making It a Subsidiary
Counterparty nameEagle Mountain Mining, Wedgetail Holdings LLC
Name of the Subject CompanyWedgetail Operations LLC
Business Description of the Subject CompanyCopper mine development
Location of the Subject CompanyArizona, U.S.
Capital Stock of the Subject CompanyUS$5,625,100 (before the capital increase) / US$9,125,100 (estimated amount after the capital increase, based on the Company's estimate)
Date of Establishment of the Subject Company18 July 2019
Net Sales of the Subject CompanyUS$17,389 (fiscal year ended June 2025)
Operating Profit of the Subject Company−US$8,980,245 (fiscal year ended June 2025)
Net Income of the Subject Company−US$8,980,245 (fiscal year ended June 2025)
Net Assets of the Subject Company−US$42,896,084 (fiscal year ended June 2025)
Acquisition priceUS$3,500,000 (capital increase amount to be used to acquire the 80% interest)
Type of ConsiderationCash (payment for a US$3,500,000 capital increase)
Voting rights ownership percentageAfter 80% (ownership interest in Wedgetail Operations following the capital increase) (before not disclosed)
Impact on Business PerformanceThe impact of this transaction on the Company's results is expected to be immaterial for the time being. The Company will promptly disclose any matters that arise requiring disclosure in the future.
Date of board resolution20 April 2026
Contract Date20 April 2026 (agreement with Eagle Mountain Mining to enter into the project)
Execution Date / Effective DateAround the end of April 2026 (scheduled)
Items this document does not state (14)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to ExecutionManagement structure after acquisition

These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.

The reasons the company gives

The company's own explanation, not something inferred from the numbers.

To acquire an interest in Wedgetail Operations, which operates the Oracle Ridge Project, a copper exploration project in Arizona, U.S., pursuant to an agreement to enter into the project.

How to read this page

This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.
Notice Regarding a Change in a Specified Subsidiary in the United States | Nittetsu Mining Co.,Ltd. (1515) timely disclosure | Komori