ExGen Resources, MTB Metals sign LOI for merger
Executive Summary
- ExGen Resources Inc. and MTB Metals Corp. have signed a non‑binding LOI to merge, with ExGen acquiring all outstanding MTB securities at an exchange ratio of 0.286 ExGen share per MTB share.
- The combined entity would own a diversified portfolio of copper, gold, and lithium assets across British Columbia, Idaho, Nevada, and the Northwest Territories, creating a stronger balance sheet and expanded royalty/interest holdings.
- Transaction subject to shareholder, court, TSX‑V, and other customary approvals; definitive agreement expected within 60 days of LOI execution.
Key Details
- Exchange Ratio: 0.286 ExGen share for each MTB share; MTB shareholders become ExGen shareholders.
- Termination Window: Either party may terminate the LOI with written notice if a definitive agreement is not executed within 60 days (or other mutually agreed date).
- Exclusivity: Parties agree to deal exclusively with each other on this transaction until termination.
Proposed Combined Property Portfolio
ExGen Assets
- Empire Mine (Idaho): 20% carried interest; 2025 prefeasibility study for open‑pit mine; 2021 drill intersected 8.4 % Cu plus Au, Ag, Zn, W.
- Dok Claims (BC Golden Triangle): 27% of MTB’s Telegraph project; ExGen would retain a 40% interest post earn‑in.
- Spark North Lithium (Nevada): 2,300 acres of unpatented claims adjacent to Surge Battery Metals’ project.
- Boss Project (Nevada): Past‑producing gold mine with identified Cu‑Au porphyry potential.
- Buena Vista Copper (Nevada): Historic copper mineralization and chargeability zones.
- Gordon Lake (NWT): High‑grade gold exploration target.
MTB Assets
- Telegraph (BC Golden Triangle – 350 km²): Hosts multiple district‑scale porphyry Cu‑Au targets; early drilling shows a 3.3 km copper‑gold bearing system open in all directions.
- Southmore (BC – 50 km²): 100% owned; surface samples of 12.7 % Cu and 29.4 g/t Au; hosts massive sulfides and skarn mineralization.
- Royalties: Interests on four Golden Triangle projects, including two past‑producing mines; plus 486,072 shares of Dolly Varden Silver Corp (≈ $2.4 M).
Strategic Rationale
- Creation of a stronger balance sheet with diversified commodity exposure.
- Consolidation of MTB’s Dok interest into the larger Telegraph project, enhancing copper‑gold potential.
- Expansion of ExGen’s portfolio to include near‑term cash‑flow assets (Empire) and high‑potential exploration targets (Dok, lithium).
Regulatory & Closing Conditions
- Approval required from MTB shareholders, TSX‑V, relevant courts, and other customary closing conditions.
- No assurance that the transaction will be completed; definitive agreement pending.
Notable Quotes
Lawrence Roulston, CEO – MTB Metals: “This merger combines MTB's exposure to copper and gold projects with ExGen's carried interest in the development‑stage Empire copper mine… The combined company will have a strong balance sheet…”
Jason Riley, CEO – ExGen Resources: “We long ago recognized the enormous potential of the Dok property… This transaction marks a significant milestone for ExGen, creating a property portfolio that includes both a near‑term production asset and a new porphyry discovery.”