White Cliff Minerals (ASX: WCN) sharpens focus on Rae following A$5.8m Great Bear Sale

White Cliff Minerals has repositioned its capital strategy following the conditional A$5.8m sale of the Great Bear Project, narrowing its operational focus to the Rae Cu Ag project in Canada.

Managing Director Troy Whittaker spoke with MarketOpen to answer key investor questions in relation to the transaction structure, balance sheet impact, execution sequencing and recent board changes. The discussion centred on capital allocation, funding discipline and governance alignment.

With A$1.2m in cash consideration, 230,000,000 shares in Hydrocarbon Dynamics Ltd at a deemed price of $0.02, and a proposed in specie distribution that would leave White Cliff with 9.9% voting power, the transaction represents a defined strategic pivot.

The emphasis now shifts to execution at Rae and the sequencing of the next drilling phase.

What has changed in White Cliff’s capital allocation strategy by divesting Great Bear for A$5.8m and concentrating funding on the Rae Cu Ag project?

By divesting Great Bear, we have simplified the portfolio and concentrated our financial and management resources on Rae. Rather than allocating capital across separate assets, we are directing funding into a single project with a defined exploration and development pathway.

The transaction delivers A$1.2m in cash, which strengthens our balance sheet and is intended to fund the next phase of exploration and development at Rae, including upcoming drilling designed to test its potential and scale.

The proposed in specie distribution enables shareholders to retain exposure to Great Bear, while we maintain a 9.9% holding. That structure allows us to preserve participation without committing additional capital.

With completion conditional on HCD shareholder approval, ASX re admission and a minimum $5.5m raising, what are the key execution risks and timing sensitivities?

Completion remains subject to several conditions precedent, including HCD shareholder approval, ASX conditional approval for re admission to the official list, WCN obtaining necessary shareholder approvals and HCD completing a public offering to raise a minimum of $5.5m before costs.

The sequencing of these approvals and the capital raising process determines timing. Until those conditions are satisfied, the transaction cannot complete and proceeds are not received. The proposed public offering underpins HCD’s re compliance requirements and capital structure following its intended 1:10 consolidation.

These steps are clearly defined within the transaction framework. They represent validation points in the process rather than open ended uncertainty, but they do mean that finalisation is contingent on regulatory and shareholder approval and market support for the raising.

How do the board changes and director transitions strengthen execution at Rae, and what near term milestones will demonstrate delivery?

We have aligned our Board with the next stage of the Company. Mr Gavin Rezos has been appointed Non Executive Chairperson and Ms Sara Kelly has been appointed Non Executive Director, effective 1 March 2026, while Mr Roderick McIllree will retire from our Board on 28 February 2026 to pursue his role as Executive Director of Great Bear Exploration Ltd.

This change separates oversight of the divested asset from our core focus and aligns governance with Rae. As outlined in the announcement, the additions bring technical, capital markets and project development expertise required to execute our drilling program.

The immediate milestone is the next phase of exploration and development at Rae, with upcoming drilling designed to test its potential and scale. Delivery will be assessed on disciplined execution of that program and progression through clearly defined stages. It does not pre determine outcomes, but it does provide a structured pathway forward.

Capital aligned for Rae execution

The divestment of Great Bear marks a deliberate narrowing of focus for White Cliff Minerals and a reallocation of capital toward a single flagship project, with the transaction structure strengthening liquidity, preserving minority exposure to the divested asset and aligning governance with execution at Rae.

Near term progress will depend on completion of the transaction conditions and commencement of the next drilling phase, with our strategy centred on deploying capital into defined programs, advancing Rae in sequence and allowing results to inform the next allocation decision.

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