Exgen Resources and MTB Metals Enter Into Arrangement Agreement to Merge, Creating a Well Funded Copper, Gold and Lithium Exploration and Development Company

Core Viewpoint - ExGen Resources Inc. and MTB Metals Corp. have entered into an Arrangement Agreement to combine their operations, assets, and properties, subject to shareholder and regulatory approvals, creating a stronger exploration and development company in the copper and gold sectors [1][2][18]. Proposed Transaction Details - ExGen will acquire all issued and outstanding securities of MTB at a ratio of 0.286 ExGen shares for each MTB share, resulting in MTB securityholders owning approximately 35% of the combined company [2]. - The transaction follows a Letter of Intent announced on August 13, 2025, and both companies are working on National Instrument 43-101 reports for their flagship projects [3]. Benefits of the Proposed Transaction - The merger combines MTB's copper and gold project exposure with ExGen's interest in the Empire copper mine, providing a clear path to near-term cash flow [5]. - The combined entity will have a strong balance sheet and aims to expand its portfolio of royalties and carried interests while pursuing selective exploration programs [5]. - The transaction positions the companies favorably in a rising metals market, enhancing leverage to production potential and new discoveries [5]. Assets Overview - ExGen holds a 20% carried interest in the Empire Mine project in Idaho, with significant historical drilling results indicating high copper and gold values [6]. - ExGen's other assets include the Dok Project in British Columbia and the Spark North Lithium Project in Nevada, enhancing its portfolio in favorable jurisdictions [7]. - MTB's assets include the Telegraph project, which has multiple porphyry copper-gold targets, and the Southmore property, which hosts significant mineralization [11][12]. Next Steps - MTB will seek an interim court order for the arrangement and hold a special meeting of shareholders, anticipated in early to mid-December [14]. - The completion of the Proposed Transaction is contingent upon shareholder approvals, court approval, and acceptance by the TSX Venture Exchange [18].