Metal Energy obtains ROFR on remaining NIV interest

Executive Summary

• Metal Energy Corp. entered into a Right of First Refusal (ROFR) agreement to acquire the remaining 20% interest in the NIV and West NIV properties in British Columbia, complementing its existing option to earn an 80% interest.
• The agreement provides Metal Energy with the right to match any bona fide third-party offer for the remaining 20% interest within 45 days of receiving notice, allowing for potential 100% consolidation of ownership.
• As consideration for the ROFR, Metal Energy issued 600,000 common shares to the grantor at a deemed price of $0.47 per share, subject to TSX Venture Exchange approval and a statutory hold period.

Key Details

• Transaction Structure: Right of First Refusal (ROFR) agreement regarding the remaining 20% interest in the NIV and West NIV mineral tenures in the Toodoggone district, BC.
• Context: Complements a previously announced option agreement (dated Oct 23, 2025) allowing Metal Energy to earn an 80% interest, with drilling planned for 2026.
• ROFR Terms:
  • If the grantor receives a bona fide third-party offer, they must notify Metal Energy and provide a copy of the third-party agreement.
  • Metal Energy has 45 days to elect to acquire the remaining interest on substantially the same terms and consideration as the third-party agreement.
  • Any non-cash consideration in the third-party offer must be paid in cash by Metal Energy.
• Consideration for ROFR:
  • Metal Energy issued 600,000 common shares to the grantor.
  • Deemed price: $0.47 per share (equal to the market price on the date of the announcement).
  • Total value: $282,000 (600,000 shares * $0.47).
  • Shares are subject to TSX Venture Exchange approval.
  • Statutory hold period: Four months and one day from the date of issuance.
• Fees: No finders' fees are payable in connection with the ROFR agreement.
• Strategic Value: Chairman Stephen Stewart stated the agreement enhances long-term optionality to consolidate ownership of the "fully permitted copper-gold porphyry target."

Notable Quotes

• "We are pleased to secure this right of first refusal over the remaining 20 per cent at NIV," said Stephen Stewart, chairman of Metal Energy. "This agreement enhances our long-term optionality to consolidate ownership of a highly compelling, fully permitted copper-gold porphyry target in one of British Columbia's most prospective districts."