MTB Metals Announces Securityholder and Court Approval for Plan of Arrangement With ExGen Resources

Executive Summary

• ExGen Resources Inc. and MTB Metals Corp. announced that MTB shareholders approved the previously disclosed plan of arrangement, with >94% support from both shareholders and option‑holders.
• The Supreme Court of British Columbia issued a final order approving the arrangement, clearing the regulatory path for completion.
• Subject to customary closing conditions (including TSX Venture Exchange approval), the transaction is expected to close on December 19 2025, after which MTB’s shares will be delisted from the TSXV and exchanged at a ratio of 0.286 ExGen common share per MTB share.

Key Details

• Shareholder Approval:
• 94.31% of votes cast by shareholders present in person or by proxy approved the arrangement.

• 94.52% of votes cast by security‑holders (shareholders + option‑holders) approved the arrangement.

• Court Order:

• Final order from the Supreme Court of British Columbia received on December 16, 2025, formally approving the arrangement.

• Transaction Structure:

• ExGen will acquire all issued and outstanding securities of MTB.

• Exchange ratio: each MTB share = 0.286 common share of ExGen.

• Closing Conditions & Timeline:

• Completion subject to customary closing conditions for a transaction of this nature, including receipt (or waiver) of TSX Venture Exchange approval.

• Expected completion date: December 19, 2025.

• Post‑Completion Effects:

• MTB shares are expected to be delisted from the TSXV following completion.

• Project Portfolio Highlights (MTB):

• Two copper‑gold projects in BC’s Golden Triangle – Telegraph (350 km²) with multiple nearby porphyry deposits, and Southmore (50 km²) with surface samples of 12.7% Cu and 29.4 g/t Au.

• MTB also holds royalties on four additional Golden Triangle projects, including two former producing mines.

• Company Overviews:

• ExGen: Project accelerator with a portfolio of seven exploration‑stage projects across Canada and the U.S., focusing on joint‑venture funding to reduce technical/financial risk while retaining upside.

Notable Quotes

(No direct quotes were provided in the release.)