Magnum Goldcorp Inc. Announces Signing of Amalgamation Agreement with Atlantico Energy Metals

On October 28, 2025, Magnum Goldcorp announced it has signed a definitive amalgamation agreement with Atlantico Energy Metals Inc. This agreement formalizes the proposed reverse takeover (RTO) initially announced via a Letter of Intent (LOI) on June 23, 2025.

Under the terms, Magnum will acquire all outstanding shares of Atlantico in exchange for "Consideration Units," with each unit comprising one common share and one warrant. The warrants will be exercisable at $0.20 for 24 months.

The transaction is contingent upon several conditions, including shareholder and regulatory approvals, and the successful completion of a private placement by Atlantico to raise $1.38 million at $0.10 per share. Upon closing, Magnum intends to delist from the TSX Venture Exchange (TSXV) and seek a listing on the Canadian Securities Exchange (CSE).

This news is materially positive as it represents the execution of the company's previously announced and only viable strategy to survive. Before this RTO process began, Magnum Goldcorp was effectively an insolvent public shell with minimal cash ($1,165 as of Feb 28, 2025), a significant working capital deficit, and no active exploration. The company was resorting to share consolidations (two within a year), shares-for-debt settlements, and tiny private placements to maintain its listing.

The definitive agreement solidifies the pivot from a failed gold explorer to a funded lithium explorer in Brazil. It provides a clear path forward, brings in a new management team, a new project, and critically, new capital. The market reacted positively to the initial LOI in June, with the share price more than doubling before being halted at $0.13. This agreement confirms that the deal is progressing as planned.

However, the positive nature of this news must be viewed with extreme caution: - Execution Risk: The deal is not closed. It is entirely dependent on Atlantico successfully raising $1.38 million. Given the current market, this is a significant hurdle. - Project Risk: The new flagship asset, the Novo Cruzeiro lithium project, is a pure grassroots exploration play. The company's own disclosure states there is no record of modern exploration, no known mineralization, and no historical drilling. This is a high-risk venture with a low probability of success. - Dilution: Existing Magnum shareholders will be heavily diluted. The final share structure is not yet known, but between the shares issued to Atlantico's existing owners and the 13.78 million units from the financing, current shareholders will own a very small fraction of the resulting company. - Valuation Pressure: The financing is being done at $0.10 per unit. This price will likely act as a cap on the share price when it resumes trading, putting downward pressure on the last traded price of $0.13.

In essence, the company has swapped insolvency risk for extreme exploration risk. While this is a positive step away from certain failure, the new path is fraught with its own significant challenges.

Magnum Goldcorp was a junior mineral exploration company whose primary asset was the LH Property, a gold project in British Columbia. The company has been inactive on the project and, based on its financial state, has effectively been a public shell company.

Through the RTO with Atlantico Energy Metals, the company is changing its business entirely. The new flagship project will be the 100%-optioned Novo Cruzeiro lithium project in Minas Gerais, Brazil. This is an early-stage, grassroots project with 15 exploration permits covering ~24,427 hectares. The project is located in the eastern Brazilian pegmatite belt but has no history of modern exploration or known resources. Atlantico has an option to acquire the project by making cash payments totaling $350,000 ($100,000 paid) and issuing 15 million shares to the vendor.