ExGen Assets and MTB Metals Enter into Association Settlement to Merge, Making a Effectively-Funded Copper, Gold And Lithium Exploration and Improvement Firm

ExGen Assets Inc. (TSXV: EXG) (OTC Pink: BXXRF) (“ExGen”, the “Firm”) and MTB Metals Corp. (TSXV: MTB,OTC:MBYMF) (OTCQB: MBYMF) (FSE: E8H) (“MTB”): ExGen and MTB are happy to announce that they’ve entered into an Association Settlement dated October 16, 2025 (the “Association”). The Association units phrases and situations between ExGen and MTB pursuant to which ExGen and MTB will mix their operations, enterprise, property and properties (the “Proposed Transaction”). The Proposed Transaction will probably be topic to approval by MTB shareholders, the courtroom, and the TSX Enterprise Alternate (the “TSX-V”), and different closing situations customary in transactions of this nature. The Proposed Transaction will probably be an Arm’s Size Transaction for each corporations beneath the insurance policies of the TSX-V. There are not any finders charges.

TERMS OF THE PROPOSED TRANSACTION

Below the Proposed Transaction, ExGen would purchase all of the issued and excellent securities of MTB, on the premise of 0.286 of an ExGen share for every MTB share, with the end result that the present securityholders of MTB will change into securityholders of ExGen and can maintain roughly 35% of the mixed firm (topic to potential modifications ensuing from different potential transactions).

Signing of the Association Settlement advances the proposed transaction from the Letter of Intent that was introduced on August 13, 2025. Along with setting definitive phrases and situations, each corporations have now initiated work on Nationwide Instrument 43-101 (“NI 43-101”) experiences on their flagship tasks.

BENEFITS OF THE PROPOSED TRANSACTION

• The Proposed Transaction would create a well-funded exploration and improvement firm with a powerful steadiness sheet, a stronger mixed administration and technical group and property in a number of favorable jurisdictions.
• Consolidation of the DOK property curiosity with the steadiness of MTB’s Telegraph copper-gold mission within the fertile Golden Triangle of British Columbia.
• Publicity for MTB’s shareholders to ExGen’s 20% carried curiosity within the Empire copper-gold development-stage mine in Idaho in addition to to ExGen’s different copper and lithium tasks.

Lawrence Roulston, CEO of MTB, commented, “This merger combines MTB’s publicity to copper and gold tasks with ExGen’s carried curiosity within the development-stage Empire copper mine. The Empire curiosity gives a transparent path to near-term money circulate. The mixed firm may have a powerful steadiness sheet, offering a stable foundation for an evolving marketing strategy through which exploration expenditures will probably be funded by others. We intend to proceed to develop our portfolio of royalties and carried pursuits in addition to persevering with a extremely selective exploration program geared toward buying excessive potential prospects with potential to shortly unlock worth.”

Jason Riley, CEO of ExGen, commented, “Over the previous few years, ExGen has actively sought the best transactions to develop our portfolio as we believed the steel and useful resource markets have been due for a rebound. Now, along with MTB, our mixed corporations’ will probably be ideally positioned with the best property, the best technical and administration group, and a rising metals market. The Proposed Transaction supplies our shareholders with unimaginable leverage to each near-term manufacturing potential and a brand new porphyry discovery, and in a time of rising copper and gold costs. We sit up for offering additional updates on plenty of potential catalysts throughout our portfolio all through the remainder of this yr.”

ASSETS OF EXGEN

Empire Mine: ExGen holds an efficient 20% carried curiosity within the Empire Mine mission in Idaho. A 2020 NI 43-101 Useful resource Calculation outlined an open pit mine plan⁽¹⁾. Sulphide veins underlying the open pit space have been traditionally mined from underground. A 2021 drillhole encountered 8.4% copper together with vital values of gold, silver, and zinc over 0.5m, for additional info see ExGen information launch dated December 10, 2021. The sulphide vein zone represents appreciable upside potential for the mission.

Dok Undertaking, BC: ExGen holds the Dok claims, representing 27% of the world of MTB’s Telegraph mission in British Columbia’s Golden Triangle.

Spark North Lithium Undertaking, Nevada: 2300 acres of unpatented claims in Elko County, Nevada, immediately north of Surge Battery Metals Inc’s (TSXV: NILI) Nevada North Lithium Undertaking.

Buena Vista Copper Undertaking, Nevada: a copper and gold mission with discipline work in 2011 and 2012 figuring out intensive areas of copper mineralization and two giant areas of chargeability ⁽²⁾.

Gordon Lake Undertaking, NWT: A high-grade gold exploration prospect within the NWT.

Boss Undertaking, Nevada: a past-producing gold mine in Nevada. A 2013 43-101 Technical Report recognized an 8 km by 6 km space that hosts copper gold mineralization and proof of a copper-gold porphyry system ⁽³⁾.

Macrex Undertaking, BC: a 5,115 acres copper, gold, and silver mission situated within the Alberni Mining District of British Columbia, roughly 20 km from Port Alberni.

1. Nationwide Instrument 43-101 Technical Report: Up to date Mineral Useful resource Estimate for the Empire Mine Undertaking Custer County, Idaho USA, ready by Exhausting Rock Consulting LLC., authors: Jeff Choquette, P.E., State of Montana, J. J. Brown, P.G., SME-RM, and Richard A. Schwering, P.G., SME-RM. Report dated November 25, 2020.
2. GEOLOGICAL ASSESSMENT and EXPLORATION PROPOSAL (2013/14) for the BUENA VISTA PROJECT Copper Kettle Mining District Lovelock Space, ready by Phil Van Angeren P.Geol. Report dated April 25, 2013.
3. Geological Evaluation and Exploration Proposal (2013/2014) for the Boss Undertaking, Goodsprings Mining District” dated September 26, 2013 was ready by Mr. P Van Angren, P.Geol. Report dated September 26, 2013.

ASSETS OF MTB

Telegraph: 350 sq. kilometer consolidated land package deal within the neighborhood of 4 notable porphyry deposits being superior by main mining corporations: Galore (Teck/Newmont), Schaft (Teck), Saddle (Newmont) and the working Pink Chris copper-gold mine (Newmont). The property hosts a number of district-scale porphyry copper-gold targets with compelling proof of fertile copper-gold porphyry methods. Early drilling successes on the Dok development have outlined a copper-gold bearing porphyry system over 3.3 km and the zone stays open in all instructions. MTB has an choice with ExGen to earn a 60% curiosity within the DOK claims, an choice to earn a 100% curiosity within the Dok-X/Yeti claims and a 100% curiosity in 191 sq. kilometers of staked claims.

Southmore: 50 sq. kilometers, 100% owned. The property hosts structurally managed valuable and base steel mineralization; bedded huge sulphides of copper/lead/zinc and skarn mineralization with copper peripheral to intrusions and proof of underlying porphyry mineralization. Floor samples embody a pattern with 12.7% copper and one other with 29.4 g/t gold.

Royalties: MTB has royalties on 4 tasks within the Golden Triangle, encompassing gold, silver and copper, together with two past-producing mines.

MTB additionally holds 480,072 shares of Dolly Varden Silver Corp (NYSE: DVS), presently valued at over $3.2 million.

FURTHER DETAILS AND NEXT STEPS

MTB will now search an interim courtroom order relating to the association and can then maintain a particular assembly of MTB shareholders, following which MTB will search a closing courtroom order to approve the plan of association. It’s anticipated that the particular assembly of MTB shareholders will probably be held in early to mid December.

QUALIFIED PERSONS

Mr. Andrew Wilkins, PGeo. is the Accountable Officer for Lithos Geological Inc. and is the Certified Individual (QP) as outlined by Nationwide Instrument 43-101 accountable for the accuracy of technical info contained on this information launch in as far as it pertains to MTB. Mr. Wilkins is a geological marketing consultant with Lithos Geological Inc. He has been QP for MTB and managing MTB’s exploration packages since 2018. Lithos Geological Inc. has a allow to observe #1004267 with the Affiliation of Skilled Engineers and Geoscientists of British Columbia.

Kieran Downes, Ph.D., P. Geo., a Certified Individual as outlined by Nationwide Instrument 43-101, and a director of ExGen, has reviewed and verified the technical info supplied on this launch, in as far as they relate to ExGen.

OTHER INFORMATION

Completion of the Proposed Transaction is topic to plenty of situations and contingencies being glad, waived or eliminated by one or each of ExGen and MTB, together with the approval of MTB’s shareholders along with any requisite disinterested shareholder approvals, courtroom approval and acceptance of the TSXV. There will be no assurance that the Proposed Transaction will probably be accomplished as proposed or in any respect.

Traders are cautioned that, besides as disclosed within the MTB administration info round to be ready in reference to the Proposed Transaction, any info launched or acquired with respect to the Proposed Transaction is probably not correct or full and shouldn’t be relied upon. Buying and selling within the securities of MTB and ExGen needs to be thought-about extremely speculative.

The TSX Enterprise Alternate Inc. has by no means handed upon the deserves of the Proposed Transaction and has neither authorised nor disapproved the contents of this information launch.

ABOUT MTB Metals Corp.

MTB is advancing two copper-gold tasks within the prolific Golden Triangle of northern British Columbia.
Telegraph: 350 sq. kilometre property situated within the neighborhood of 4 notable porphyry deposits all being explored or mined by main mining corporations. Area work by MTB, along with earlier outcomes, supplies compelling proof for the presence of a number of porphyries just like the others within the space.
Southmore: 50 sq. kilometer property hosts a number of vital copper and gold occurrences. Floor samples embody a pattern with 12.7% copper and one other with 29.4 g/t gold.
MTB additionally holds royalties on 4 tasks within the Golden Triangle, together with two previous producing mines and it holds 480,072 shares of Dolly Varden Silver.

Neither the TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this launch.

Ahead-Wanting Data: This information launch comprises sure forward-looking info. All statements included herein, aside from statements of historic truth, are forward-looking info and such info entails numerous dangers and uncertainties. There will be no assurance that such info will show to be correct, and precise outcomes and future occasions may differ materially from these anticipated in such info. Particularly, this information launch comprises forward-looking info in relation to: the Proposed Transaction and the potential completion of the Proposed Transaction, the potential enterprise upon the completion of the Proposed Transaction being a copper, gold and lithium exploration and improvement firm, the potential advantages of the Proposed Transaction to ExGen and MTB shareholders, together with the potential creation of a effectively funded exploration and improvement firm, the potential situations and satisfaction of these situations for the completion of the Proposed Transaction, and the potential advantages of the Proposed Transaction to ExGen and MTB shareholders, the potential for close to time period money circulate from the Empire mission, the potential funding of the ensuing issuer’s high-risk exploration expenditures by others, the potential growth of the ensuing issuer’s mission portfolio of royalties and carried pursuits, the potential identification of excessive potential tasks, the potential of the DOK property, the potential improvement of the Golden Triangle, the stronger mixed administration and technical group, the idea that the steel and sources markets are due for a rebound and that the metals markets are rising, the potential of the ensuing issuer to create a near-term manufacturing asset and a brand new porphyry discovery, the potential of the ensuing issuer’s mixed tasks and the availability by ExGen of additional updates on plenty of potential catalysts throughout ExGen’s portfolio all through the remainder of this yr. There will be no assurance that such info will show to be correct, and precise outcomes and future occasions may differ materially from these anticipated in such info. Within the ahead wanting info contained on this information launch, ExGen and MTB have made quite a few assumptions, primarily based upon practices and methodologies that are according to the mineral business. As well as, ExGen and MTB have assumed: the satisfaction of any situations to the Proposed Transaction set within the Association Settlement, together with, with out limitation, the acceptance of the Proposed Transaction by the TSX-V and typical closing situations; the receipt of all required approvals for the Proposed Transaction, together with TSX-V acceptance, courtroom and any board approvals or third occasion consents; and market acceptance of the Proposed Transaction. Whereas ExGen and MTB contemplate these assumptions to be cheap, these assumptions are inherently topic to vital uncertainties and contingencies. Moreover, there are identified and unknown threat elements which may trigger ExGen’s and MTB’s observations, precise outcomes, efficiency or achievements to be materially totally different from any future outcomes, efficiency or achievements expressed or implied by the forward-looking info contained herein. Recognized threat elements embody, amongst others: basic enterprise, financial, aggressive, political and social uncertainties; basic capital market situations and market costs for securities; volatility of commodity costs; competitors; accidents and different dangers inherent within the mining business; delay or failure to obtain board of administrators, third occasion or regulatory approvals; competitors; modifications in laws, together with environmental laws, affecting ExGen or MTB; the early stage improvement of ExGen and MTB and their tasks; the timing and availability of exterior financing on acceptable phrases; conclusions of financial evaluations and value determinations; the likelihood that the analytical outcomes from future core sampling doesn’t return vital grades of mineralization; uncertainties regarding interpretation of drill outcomes and the geology; continuity and grade of mineralization; there isn’t a certainty that any work packages will end in vital or profitable exploration of ExGen’s and MTB’s tasks or improvement of such tasks right into a producing mine; uncertainty as to the precise outcomes of exploration and improvement or operational actions; uncertainty as to the supply and phrases of future financing; uncertainty as to well timed availability of permits and different governmental approvals; ExGen and MTB might not be capable to adjust to their ongoing obligations relating to their properties and tasks; lack of insurance coverage; forex fluctuations; modifications in mission parameters as plans proceed to be refined; and lack of certified, expert labour or lack of key people. An outline of extra threat elements which will trigger precise outcomes to vary materially from forward-looking info will be present in ExGen’s and MTB’s disclosure paperwork on the SEDAR+ web site at www.sedarplus.ca. Though ExGen and MTB have tried to determine essential elements that might trigger precise outcomes to vary materially from these contained in forward-looking info, there could also be different elements that trigger outcomes to not be as anticipated, estimated or meant. Accordingly, readers mustn’t place undue reliance on forward-looking info. ExGen and MTB don’t undertake to replace any forward-looking info besides in accordance with relevant securities legal guidelines.

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