ExGen Resources completes acquisition of MTB Metals

Executive Summary

• ExGen Resources Inc. has completed the acquisition of MTB Metals Corp. via a court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• The transaction involves an exchange ratio of 0.286 ExGen common shares for each MTB common share, resulting in a post-transaction share count of 109,149,808 for ExGen.
• MTB shares are expected to be delisted from the TSX Venture Exchange, and ExGen intends to terminate MTB’s public reporting obligations.

Key Details

• Transaction Structure: ExGen acquired 100% of the issued and outstanding common shares of MTB Metals Corp.
• Exchange Ratio: Shareholders of MTB received 0.286 common shares of ExGen for each MTB share held.
• Post-Transaction Share Count: ExGen has 109,149,808 issued and outstanding shares following the completion.
• Option and Warrant Treatment:
  • Outstanding MTB stock options were exchanged for replacement ExGen options with adjusted amounts and exercise prices based on the 0.286 exchange ratio.
  • Outstanding MTB warrants entitle holders to receive 0.286 of an ExGen share upon exercise, with the exercise price adjusted according to the exchange ratio.
• Regulatory Approvals:
  • Approved by MTB securityholders at a special meeting on December 11, 2025.
  • Final court order issued by the Supreme Court of British Columbia on December 16, 2025.
• Delisting and Reporting Status:
  • MTB shares delisting from TSX Venture Exchange effective close of business on or about December 23, 2025.
  • ExGen will apply to securities regulators to have MTB cease to be a reporting issuer and terminate public reporting obligations.
• Board Changes: Mark T. Brown, formerly a director of MTB, has been appointed as a director of ExGen.
• Early Warning Report: ExGen filed an early warning report pursuant to National Instrument 62-103 due to the acquisition of all MTB shares.
• MTB Asset Portfolio:
  • Telegraph Project: 350-square-kilometre property in the Golden Triangle, Northern British Columbia, near four notable porphyry deposits.
  • Southmore Project: 50-square-kilometre property with significant copper and gold occurrences (surface samples included 12.7% Cu and 29.4 g/t Au).
  • Royalties: MTB holds royalties on four projects in the Golden Triangle, including two past-producing mines.

Notable Quotes

• Jason Riley, CEO of ExGen: "ExGen is pleased to welcome the MTB team and shareholders to our company. The integration of MTB marks a pivotal milestone for ExGen. This partnership isn't just about scale; it's about combining our shared vision to capture an incredible time in the market that we believe has only just begun. Together, we possess the critical mass and agility needed to build momentum on future partnerships and acquisitions to establish ExGen as an emerging royalty company."