Metal Energy enters option deal to acquire NIV project

Executive Summary

• Metal Energy Corp. has entered into an assignment agreement to acquire an option to earn an 80% interest in the NIV copper-gold porphyry project in British Columbia’s Toodoggone district from Standard Ore Corp.
• The transaction involves a total earn-in structure requiring up to $1.5 million in cash/share payments and $20 million in exploration expenditures over five years to fully earn the interest.
• Concurrent with the acquisition, Charlie Greig has been appointed CEO, and Alex Walcott and Dr. Roy Greig have been appointed as technical advisers, leveraging their prior private financing and exploration work on the property.

Key Details

• Transaction Structure: Metal Energy acquires the rights to an option agreement dated Sept. 24, 2025, between Standard Ore Corp. and an arm's-length party. Standard Ore retains no interests, royalties, or margins in the transaction.
• Earn-In Payments (Cash/Shares):
  • Initial Payment: $300,000 total.
    • $100,000 cash upon TSX-V acceptance.
    • $200,000 cash within 60 days of TSX acceptance.
  • First Earn-In (by Dec. 31, 2025): Issue shares valued at $300,000 (based on VWAP).
  • Second Earn-In (by Dec. 31, 2027): Optionor may elect $300,000 cash OR shares valued at $400,000.
  • Third Earn-In (by Dec. 31, 2030): Optionor may elect $900,000 cash OR shares valued at $1,100,000.
• Exploration Expenditures: Metal Energy must incur at least $20 million in exploration expenditures:
  • $2.5 million by Dec. 31, 2026.
  • $2.5 million by Dec. 31, 2027.
  • $2.5 million by Dec. 31, 2028.
  • $2.5 million by Dec. 31, 2029.
  • $10 million by Dec. 31, 2030.
• Property Details:
  • Location: Toodoggone district, British Columbia, ~32 km south of Centerra Gold's Kemess mine.
  • Size: 12,500 hectares total (NIV: 1,048 ha; West NIV: 11,500 ha).
  • Status: Fully permitted, targets defined, ready for drilling.
  • Geology: Porphyry copper-gold-molybdenum target with extensive soil geochemical (Cu >300 ppm, Au >200 ppb, Mo >12 ppm), IP, and magnetic anomalies over a 3.7 km strike length.
• Regional Context: Shares geology with Aurora (Amarc), Aurora West (TDG Gold), and Northwest Copper’s East NIV project (which reported 0.56% CuEq over 81.6m in 2021).
• Leadership Changes:
  • CEO: Charlie Greig (ex-GT Gold, Pretium Resources, American Eagle Gold).
  • Technical Advisers: Alex Walcott (25+ years experience, previously financed/advanced NIV) and Dr. Roy Greig (ex-Amarc VP Exploration).
• Regulatory/Related Party Status:
  • The assignment involves non-arm's-length parties (Director of Metal Energy is a shareholder of Standard Ore).
  • Constitutes a reviewable acquisition and related party transaction under TSX-V Policy 5.9 and MI 61-101.
  • Exemptions from formal valuation and minority shareholder approval were relied upon as the fair market value did not exceed 25% of market cap.
  • Subject to TSX-V acceptance.

Notable Quotes

• "NIV combines everything one looks for in a copper-gold porphyry property: the right geology with extensive alteration, multiple coincident geochemical and geophysical anomalies, and close proximity to infrastructure. We are fully permitted, have high-priority defined targets and couldn't be more excited to begin drilling." — Charlie Greig, CEO
• "Metal Energy is excited to partner with Charlie, Roy and Alex to explore this remarkable and untested target. Combining NIV with a proven technical team that has extensive regional experience and in-depth knowledge of the property provides a strong foundation for something truly special." — Stephen Stewart, Chairman