Rex Resources enters LOI to acquire Bathurst Metallic

Executive Summary

• Rex Resources Corp. entered a non‑binding LOI to acquire Bathurst Metallic Corp., a wholly‑owned subsidiary of Bathurst Holdings Inc., via a share exchange that would constitute a reverse takeover.
• Upon completion, Bathurst Metallic would become a wholly‑owned subsidiary and the combined entity is expected to be listed as a Tier 2 mining issuer on the TSX Venture Exchange, with existing Bathurst shareholders likely holding a majority of the post‑transaction common shares.
• Trading in Rex Resources’ securities has been halted pending review of required documentation under exchange policy for reverse takeovers.

Key Details

• LOI Date: September 8, 2025; arm’s‑length and non‑binding.
• Target: Bathurst Metallic Corp., a New Brunswick private company with the Stratmat and Halfmile projects (polymetallic deposits containing Zn, Pb, Ag, Cu, Au).
• Proposed Structure: Share exchange, plan of arrangement, amalgamation or other business combination form; exact structure to be determined by advisers.
• Ownership Outcome: Existing shareholders of Bathurst Holdings/Bathurst Metallic expected to own a majority of the combined company’s common shares after the transaction.
• Post‑Transaction Name: To be decided jointly by Rex Resources and Bathurst Metallic.
• Listing Goal: Resulting issuer to be listed as a Tier 2 mining issuer on the TSX Venture Exchange.
• Definitive Agreement: Not guaranteed; parties will negotiate a definitive agreement incorporating LOI terms. A more detailed release will follow if/when such an agreement is executed, covering financials, capitalization, financing, shareholder approvals, and proposed directors/officers.
• Trading Halt: Effective immediately; remains in place pending receipt and review of acceptable documentation per TSX Venture Exchange Policy 5.2 (reverse takeover).
• Regulatory Notes: Transaction is arm’s‑length, not a related‑party transaction under MI 61‑101, and therefore not subject to Policy 5.9.

Notable Quotes

(No direct quotes were provided in the release.)