ExGen Resources, MTB Metals arrange merger

Executive Summary

• ExGen Resources Inc. and MTB Metals Corp. have entered into a definitive arrangement agreement to merge, creating a combined exploration and development company focused on copper, gold, and lithium assets.
• The transaction involves ExGen acquiring all outstanding securities of MTB in exchange for 0.286 ExGen shares for each MTB share, resulting in MTB shareholders holding approximately 35% of the combined entity.
• The merger consolidates key assets including ExGen’s 20% carried interest in the Empire copper-gold mine in Idaho and MTB’s Telegraph copper-gold project in British Columbia, aiming to create a well-funded entity with a strong balance sheet.

Key Details

• Transaction Structure: ExGen acquires 100% of MTB’s issued and outstanding securities.
• Exchange Ratio: 0.286 ExGen shares for each MTB share.
• Ownership Impact: Current MTB securityholders will hold approximately 35% of the combined company post-merger.
• Regulatory Approvals: Subject to approval by MTB shareholders, the court, and the TSX Venture Exchange (TSX-V).
• Timeline: MTB shareholders are expected to vote at a special meeting in early to mid-December 2025.
• No Finders' Fees: The transaction is an arm's-length deal with no finders' fees.
• ExGen Assets Acquired/Combined:
  • Empire Mine (Idaho): ExGen holds an effective 20% carried interest. A 2020 NI 43-101 resource calculation outlined an open-pit mine plan. A 2021 drill hole encountered 8.4% copper over 0.5m.
  • Dok Project (BC): ExGen holds claims representing 27% of the area of MTB's Telegraph project.
  • Spark North Lithium Project (Nevada): 2,300 acres in Elko County.
  • Buena Vista Copper Project (Nevada): Copper and gold project with historical mineralization.
  • Gordon Lake Project (NWT): High-grade gold exploration prospect.
  • Boss Project (Nevada): Past-producing gold mine with copper-gold porphyry system evidence.
  • Macrex Project (BC): 5,115-acre copper, gold, and silver project in the Alberni mining district.
• MTB Assets Acquired/Combined:
  • Telegraph Project (BC): 350-square-kilometre land package in the Golden Triangle, near major porphyry deposits (Galore, Schaft, Saddle, Red Chris). Early drilling outlined a copper-gold-bearing porphyry system over 3.3km.
  • Southmore Property (BC): 50-square-kilometre property with structurally controlled precious/base metal mineralization. Surface samples included 12.7% copper and 29.4 g/t gold.
  • Royalties: MTB holds royalties on four projects in the Golden Triangle (gold, silver, copper).
  • Equity Holding: MTB holds 480,072 shares of Dolly Varden Silver Corp., valued at over $3.2 million.
• Strategic Rationale:
  • Consolidation of Dok property with MTB's Telegraph project.
  • Exposure to Empire mine’s near-term cash flow potential.
  • Creation of a strong balance sheet to fund exploration expenditures via others.
  • Expansion of portfolio through royalties and carried interests.

Notable Quotes

• Lawrence Roulston, CEO of MTB: "This merger combines MTB's exposure to copper and gold projects with ExGen's carried interest in the development-stage Empire copper mine. The Empire interest offers a clear path to near-term cash flow."
• Jason Riley, CEO of ExGen: "Now, together with MTB, our combined companies will be ideally positioned with the right assets, the right technical and management team, and a rising metals market. The proposed transaction provides our shareholders with incredible leverage to both near-term production potential and a new porphyry discovery..."