Meed Growth and Athos Metals Enter into Definitive Merger Agreement with Respect to Qualifying Transaction

The most recent release (May 28, 2026) announces that Meed Growth Corp. and Athos Metals Corp. have signed a binding merger agreement to complete Meed’s qualifying transaction under the TSXV CPC policy. The deal will be effected via a three-cornered amalgamation, resulting in the listing of Athos’s business as “Athos Metals Corp.” Concurrently, Athos is raising a minimum of $2 million through subscription receipts ($0.10) and flow-through subscription receipts ($0.12). The release also discloses that Athos acquired the Empire District Property and Silverback Project from VR Resources for $400 000 cash plus shares that will give VR Resources a 9.9% post-closing stake. The merged entity is expected to have 105.8 million diluted shares, with existing Athos shareholders holding 62.45%, subscription receipt purchasers 18.24%, VR 9.90%, and existing Meed shareholders 9.40%. Meed’s option pool is being adjusted on the same consolidation ratio that ascribes a deemed value of $0.07 per pre‑consolidation Meed share. Trading in Meed remains halted.

The earlier release (April 29, 2026) disclosed a non‑binding letter of intent for the same combination, specifying a one‑for‑one share exchange after a Meed consolidation and a minimum $2 million private placement by Athos. The exclusivity period was set to expire May 22, 2026.

The definitive agreement materially advances the qualifying transaction but is entirely consistent with the LOI announced a month earlier. No element of the May 28 release constitutes a surprise to the market: - The structure (three‑cornered amalgamation, 1:1 exchange, Meed consolidation) mirrors the LOI framework. - The $2 million financing target and receipt‑based structure were already flagged. - The board composition and management succession were expected. - The VR Resources equity stake simply formalizes the previously disclosed asset acquisition. Because the market had already priced in the combination after the April 29 LOI, the definitive agreement is a routine – albeit positive – confirmation that the transaction is proceeding on schedule. The presence of modest historical drilling (1 186 m at Empire, 314 m at Silverback) and early‑stage grab samples does not alter the fact that this is a project‑generator story at a very early juncture.

Meed Growth Corp. is a capital pool company (CPC) listed on the TSX Venture Exchange, currently without active operations. Through the qualifying transaction it will acquire Athos Metals Corp., which holds the 15 150‑hectare Empire District Property (Cu‑Ni‑PGE‑Au) and the Silverback Project in northwestern Ontario. The flagship Empire District Property has seen only 1 186 m of historical drilling in five holes. The Silverback Project returned 109 m of anomalous gold in a maiden 314 m program and grab samples up to 9.5 g/t Au and 5.6% Cu. Both assets are early‑stage exploration plays with no defined resources.