ExGen Resources and MTB Metals agree to merge operations

ExGen Resources Inc. (OTC: BXXRF) and MTB Metals Corp. (TSXV: MTB) entered into an arrangement agreement dated October 16, 2025, to combine their operations, business, assets and properties.

Under the proposed transaction, ExGen would acquire all issued and outstanding securities of MTB on the basis of 0.286 of an ExGen share for each MTB share. Current MTB securityholders would hold approximately 35% of the combined company.

The transaction requires approval from MTB shareholders, the court, and the TSX Venture Exchange, along with other customary closing conditions. MTB plans to hold a special meeting of shareholders in early to mid-December.

ExGen's assets include a 20% carried interest in the Empire copper-gold development-stage mine in Idaho, the Dok Project in British Columbia, and several lithium and copper projects in Nevada and other locations. A 2020 NI 43-101 Resource Calculation outlined an open pit mine plan for the Empire Mine.

MTB's portfolio includes the Telegraph project, a 350 square kilometer land package in British Columbia's Golden Triangle near four porphyry deposits being advanced by major mining companies. The company also holds the Southmore property, royalties on four Golden Triangle projects, and 480,072 shares of Dolly Varden Silver Corp valued at over $3.2 million.

The arrangement agreement advances from a letter of intent announced August 13, 2025. Both companies have initiated work on National Instrument 43-101 reports on their flagship projects.

Lawrence Roulston, CEO of MTB, stated the merger combines exposure to copper and gold projects with ExGen's carried interest in the development-stage Empire copper mine, which "offers a clear path to near-term cash flow."

Jason Riley, CEO of ExGen, said the combined companies would be positioned with assets, management team and technical expertise during what he characterized as a rising metals market.

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