MTB Metals Announces Filing of Special Meeting Materials in Connection with Proposed Arrangement with ExGen Resources Inc. and Filing of Technical Report for Telegraph Property

MTB Metals Corp. announced the filing of its management information circular for a special meeting of securityholders and the NI 43-101 technical report for its Telegraph Property. The special meeting, scheduled for December 11, 2025, at 10:00 AM (Pacific Time), will allow securityholders to vote on the proposed plan of arrangement with ExGen Resources Inc. This arrangement, initially announced on August 13, 2025 (LOI) and further detailed on October 17, 2025 (definitive agreement), involves ExGen acquiring all outstanding securities of MTB. MTB shareholders are expected to hold approximately 36.88% of the combined company. The arrangement is subject to securityholder approval, court approval, and regulatory approvals. The technical report for the Telegraph Property was filed in connection with this proposed arrangement.

This news release is a procedural update regarding the previously announced plan of arrangement with ExGen Resources Inc. The filing of the management information circular and the NI 43-101 technical report are necessary steps to move the proposed merger forward, leading up to the securityholder vote.

The initial announcement of the Letter of Intent (LOI) on August 13, 2025, and the definitive arrangement agreement on October 17, 2025, were the materially impactful events, establishing the intent to merge and detailing the terms. The merger, if approved, is considered a positive development as it aims to create a better-funded entity with a diversified portfolio (including exposure to ExGen's development-stage Empire copper mine with near-term cash flow potential) and consolidate MTB's Telegraph project.

This current news, while crucial for the transaction's completion, does not introduce new material information or change the fundamental prospects of the combined entity beyond what was disclosed in the definitive agreement. It confirms that the process is on track for the securityholder vote. Therefore, its impact is neutral in terms of new material information, as it simply details the next administrative steps.

MTB Metals Corp. is a mineral exploration company primarily focused on copper and gold projects in British Columbia's Golden Triangle. * Flagship Project: The Telegraph Property (350 sq km) in the Golden Triangle, British Columbia, is the company's primary focus. It hosts multiple district-scale porphyry copper-gold targets, including the Dok zone where early drilling indicated a mineralized system spanning at least 3.3 kilometers. MTB currently has an option to earn a 60% interest in a 27% portion of the property and controls 100% of the balance. The proposed merger with ExGen is expected to consolidate a 100% interest in the Dok claims, integrating it into the larger Telegraph project. * Other Key Project: The Southmore Project (50 sq km), also in the Golden Triangle, is 100% owned and shows significant copper and gold occurrences, with surface samples yielding high-grade results. * Strategy: Following the sale of "non-core" assets to Dolly Varden Silver Corp. in June 2025 and the proposed merger with ExGen, MTB aims to strengthen its balance sheet, focus on the Telegraph project, and expand its portfolio of royalties and carried interests. The goal is to fund future exploration work through partnerships or by leveraging assets with near-term cash flow potential from ExGen's side.