ExGen Resources, MTB Metals sign LOI for merger

Executive Summary

• ExGen Resources Inc. and MTB Metals Corp. have signed a non‑binding LOI to combine, creating a copper‑gold‑lithium exploration & development company.
• The proposed exchange ratio is 0.286 ExGen share for each MTB share; the transaction requires shareholder, court and TSX‑V approvals and must be finalized within 60 days (or as otherwise agreed).
• The combined entity would consolidate MTB’s Telegraph copper‑gold project with ExGen’s Empire copper‑gold interest, Dok claims, and multiple lithium and gold assets, providing a strong balance sheet and diversified commodity exposure.

Key Details

• Transaction Structure: ExGen to acquire 100 % of MTB’s issued & outstanding securities; MTB shareholders receive 0.286 ExGen share per MTB share.
• Timing / Termination: LOI expires 60 days after signing unless extended by mutual agreement; either party may terminate with written notice thereafter.
• Exclusivity: Both parties agree to deal exclusively with each other on the contemplated transaction until termination.
• Approvals Required: MTB shareholder approval, court sanction, TSX‑V clearance and customary closing conditions.
• Benefits Highlighted:
• Creation of a company with a strong balance sheet and assets across favorable jurisdictions.
• Consolidation of the Dok claim (part of MTB’s Telegraph project) in BC’s Golden Triangle.
• Exposure for MTB shareholders to ExGen’s 20 % carried interest in Idaho’s Empire copper‑gold project plus other copper & lithium projects.
• Property Portfolio – ExGen:
• Empire Mine (Idaho): 20 % carried interest; 2025 prefeasibility study outlines open‑pit plan; 2021 drill hole intersected 8.4 % Cu with Au, Ag, Zn, W.
• Dok Claims (BC): Represent 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 north of Surge Battery Metals’ project.
• Boss Project (NV): Past‑producing gold mine with identified Cu‑Au porphyry potential.
• Buena Vista Copper (NV): Extensive Cu mineralization and chargeability zones identified in 2011‑12 fieldwork.
• Gordon Lake (NT): High‑grade Au exploration prospect.
• Property Portfolio – MTB:
• Telegraph (BC): 350 km² land package adjacent to major porphyry deposits; early drilling shows a 3.3 km Cu‑Au bearing system, open in all directions.
• Southmore (BC): 50 km² owned; surface samples include 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; holds ~480k shares of Dolly Varden Silver Corp (≈ $2.4 M).
• Qualified Persons: Andrew Wilkins, P.Geo. (MTB) and Kiernan Downs, P.Geo. (ExGen) have reviewed the technical content per NI 43‑101.
• Cautionary Statements: Completion subject to multiple conditions; no assurance that transaction will close; securities of both companies remain highly speculative until definitive agreement is executed.

Notable Quotes

• Lawrence Roulston, CEO – MTB Metals Corp.: “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, providing a solid basis for an evolving business plan.”
• Jason Riley, CEO – ExGen Resources Inc.: “The combined company will hold a 100 % interest in the Telegraph project and will be well positioned to advance the existing business plan as we evolve into a leading royalty and carried interest company.”