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ExGen Sources Inc. (TSXV: EXG) (OTC Pink: BXXRF) (“ExGen”) and MTB Metals Corp. (TSXV: MTB,OTC:MBYMF) (OTCQB: MBYMF) (FSE: E8H) (“MTB”) are happy to announce completion of the beforehand disclosed plan of association (the “Association”), pursuant to which ExGen acquired the entire issued and excellent securities of MTB by means of a court-approved plan of association beneath the Enterprise Firms Act (British Columbia).
Commenting on the acquisition, ExGen CEO Jason Riley stated: “ExGen is happy to welcome the MTB workforce and shareholders to our firm. The combination of MTB marks a pivotal milestone for ExGen. This partnership is not nearly scale; it is about combining our shared imaginative and prescient to seize an unimaginable time available in the market that we consider has solely simply begun. Collectively, we possess the vital mass and agility wanted to construct momentum on future partnerships and acquisitions to ascertain ExGen as an rising royalty firm.”
TRANSACTION DETAILS
Pursuant to the phrases of the Association, amongst different issues, ExGen acquired 100% of the issued and excellent frequent shares within the capital of MTB (the “MTB Shares“) in alternate for the issuance of 0.286 frequent shares within the capital of ExGen (every complete frequent share, an “ExGen Share“) to shareholders of MTB in alternate for every MTB Share (the “Alternate Ratio“). Following the completion of the Association, there are 109,149,808 issued and excellent ExGen Shares.
Every eligible excellent inventory choice to accumulate MTB Shares (the “MTB Choices“) was exchanged for a substitute inventory choice to accumulate ExGen Shares, in quantities and at train costs adjusted in accordance with the Alternate Ratio. Any doc beforehand evidencing MTB Choices now evidences and shall be deemed to proof such substitute inventory choices. Additional, every excellent warrant to accumulate MTB Shares (the “MTB Warrants“) will entitle the holder thereof to obtain, upon the train thereof, 0.286 of an ExGen Share at a worth adjusted in accordance with the Alternate Ratio, and in any other case on the identical phrases and situations as the unique MTB Warrant.
The Association obtained the requisite approval of MTB’s securityholders at a particular assembly of securityholders held on December 11, 2025. On December 16, 2025, the Supreme Court docket of British Columbia issued the ultimate order to approve the Association.
For extra particulars relating to the above and the Association, please see MTB’s administration info round dated November 5, 2025, a replica of which will be discovered beneath MTB’s profile on SEDAR+ at www.sedarplus.ca.
The MTB Shares are anticipated to be delisted from the TSX Enterprise Alternate (the “TSXV“) efficient as of the shut of enterprise on or about December 23, 2025. ExGen additionally intends to submit an software to the relevant securities regulators to have MTB stop to be a reporting issuer and terminate its public reporting obligations.
ACTION REQUIRED BY MTB SHAREHOLDERS
Registered shareholders of MTB are reminded to submit their duly accomplished letters of transmittal and, as relevant, the certificates and/or DRS advices representing their MTB Shares to Endeavor Belief Company. If any shareholder of MTB has questions or requires additional details about the procedures to finish the letter of transmittal, please contact Endeavor Belief Company at 604-559-8880 or by e-mail at admin@endeavortrust.com. Shareholders whose MTB Shares are registered within the title of a dealer, vendor, financial institution, belief firm or different nominee ought to contact their nominee.
CHANGE OF EXGEN BOARD AND MANAGEMENT
On completion of the Association, Mark T. Brown, a director of MTB, has been appointed as a director of ExGen.
EARLY WARNING REPORTING
By advantage of its acquisition of all of the issued and excellent MTB Shares pursuant to the Association, ExGen is required to file an early warning report pursuant to Nationwide Instrument 62-103 – The Early Warning System and Associated Take-Over Bid and Insider Reporting Points. A duplicate of the early warning report will probably be filed by ExGen in opposition to MTB on SEDAR+ at www.sedarplus.ca.
ABOUT EXGEN RESOURCES INC.
ExGen is a venture accelerator that seeks to fund exploration and improvement of our initiatives via joint ventures and partnership agreements. This method considerably reduces the technical and monetary dangers for ExGen, whereas sustaining the upside publicity to new discoveries and potential money movement. ExGen intends to construct a various portfolio of initiatives throughout exploration phases and varied commodity teams. ExGen at the moment has 7 initiatives in Canada and the US.
Neither the TSX Enterprise Alternate nor its Regulation Companies Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts accountability for the adequacy or accuracy of this launch.
Ahead-Wanting Info: This information launch incorporates sure forward-looking info. All statements included herein, aside from statements of historic truth, are forward-looking info and such info entails varied dangers and uncertainties. There will be no assurance that such info will show to be correct, and precise outcomes and future occasions might differ materially from these anticipated in such info. Specifically, this information launch incorporates forward-looking info in relation to: the anticipated timing by which the MTB Shares will probably be delisted from the TSXV (the “Delisting“), the potential securities regulators’ approval to have MTB stop to be a reporting issuer (the “Stop Reporting“) and conversion of MTB’s securities post-Association. There will be no assurance that such info will show to be correct, and precise outcomes and future occasions might 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, based mostly upon practices and methodologies that are in line with the mineral business. As well as, ExGen and MTB have assumed: the satisfaction of any situations put up Association, together with, with out limitation, the receipt of TSXV’s acceptance of the Delisting, securities regulators’ acceptance of the Stop Reporting and all required board approvals and regulatory acceptance in reference to put up Association issues and filings. Whereas ExGen and MTB take into account these assumptions to be cheap, these assumptions are inherently topic to important uncertainties and contingencies. Moreover, there are recognized and unknown danger elements which might 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 danger elements embrace, 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 initiatives; 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 important grades of mineralization; uncertainties referring to interpretation of drill outcomes and the geology; continuity and grade of mineralization; there is no such thing as a certainty that any work applications will lead to important or profitable exploration of ExGen’s and MTB’s initiatives or improvement of such initiatives right into a producing mine; uncertainty as to the precise outcomes of exploration and improvement or operational actions; uncertainty as to the provision and phrases of future financing; uncertainty as to well timed availability of permits and different governmental approvals; ExGen and MTB could not have the ability to adjust to their ongoing obligations relating to their properties and initiatives; lack of insurance coverage; foreign money fluctuations; modifications in venture parameters as plans proceed to be refined; and lack of certified, expert labour or lack of key people. An outline of extra danger 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 establish necessary 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.
To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/278749
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