ExGen Resources and MTB Metals Enter into Arrangement Agreement to Merge, Creating a Well-Funded Copper, Gold And Lithium Exploration and Development Company

Executive Summary

• ExGen Resources Inc. and MTB Metals Corp. have entered into a definitive Arrangement Agreement to combine their operations, assets, and properties in an arm's length transaction.
• Under the terms, ExGen will acquire all issued and outstanding securities of MTB on a exchange ratio of 0.286 ExGen shares for each MTB share, resulting in MTB shareholders holding approximately 35% of the combined entity.
• The transaction is subject to approvals from MTB shareholders, the court, and the TSX Venture Exchange, with a special meeting anticipated for early to mid-December 2025.

Key Details

• Transaction Structure: ExGen acquires 100% of MTB’s issued and outstanding securities.
• Exchange Ratio: 0.286 ExGen shares for every 1 MTB share.
• Ownership Outcome: Current MTB securityholders will hold approximately 35% of the combined company (subject to changes from other potential transactions).
• Regulatory Status: The transaction is classified as an Arm's Length Transaction under TSX-V policies; there are no finder's fees.
• Next Steps: MTB will seek an interim court order, followed by a special meeting of shareholders (expected early to mid-December), and finally a final court order.
• NI 43-101 Work: Both companies have initiated work on NI 43-101 reports for their flagship projects.

Assets Acquired/Combined: * Empire Mine (Idaho): ExGen holds a 20% carried interest. A 2020 NI 43-101 Resource Calculation outlined an open pit mine plan. A 2021 drillhole encountered 8.4% copper over 0.5m, along with significant gold, silver, and zinc. * Dok Project (BC): ExGen holds claims representing 27% of the area of MTB's Telegraph project. MTB has an option to earn a 60% interest in the DOK claims. * Telegraph Project (BC): MTB’s 350 sq km land package in the Golden Triangle, featuring district-scale porphyry copper-gold targets. Early drilling outlined a copper-gold bearing porphyry system over 3.3 km. * Southmore (BC): 50 sq km property with structurally controlled precious/base metal mineralization. Surface samples included 12.7% copper and 29.4 g/t gold. * Spark North Lithium Project (Nevada): 2,300 acres of unpatented claims north of Surge Battery Metals’ Nevada North Lithium Project. * Buena Vista Copper Project (Nevada): Copper and gold project with extensive mineralization areas identified in 2011-2012. * Gordon Lake Project (NWT): High-grade gold exploration prospect. * Boss Project (Nevada): Past-producing gold mine; 2013 report identified an 8 km by 6 km area hosting copper-gold mineralization and porphyry system evidence. * Macrex Project (BC): 5,115 acres for copper, gold, and silver in the Alberni Mining District. * MTB Royalties: MTB holds royalties on 4 projects in the Golden Triangle (gold, silver, copper), including two past-producing mines. * Cash/Equity Asset: MTB holds 480,072 shares of Dolly Varden Silver Corp (NYSE: DVS), valued at over $3.2 million.

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. The combined company will have a strong balance sheet... We intend to continue to expand our portfolio of royalties and carried interests as well as continuing a highly selective exploration program aimed at acquiring high potential prospects with potential to quickly unlock value."
• Jason Riley, CEO of ExGen: "Over the past few years, ExGen has actively sought the right transactions to expand our portfolio as we believed the metal and resource markets were due for a rebound. 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..."