In addition, MTB today received a final order from the Supreme Court of British Columbia approving the settlement.
Under the arrangement, ExGen will acquire all of MTB’s issued and outstanding securities. In return, each MTB share will therefore be exchanged for 0.286 of one ordinary share in the capital of ExGen.
At the Meeting, the special resolution approving the Scheme was overwhelmingly approved by: (i) 94.31% of the votes cast by Shareholders present in person or represented by proxy at the Meeting, and (ii) 94.52% of the votes cast by Securityholders present in person or represented by proxy at the Meeting.
Completion of the agreement is subject to satisfaction of customary closing conditions for a transaction of this nature, including receipt of approval from the TSX Venture Exchange (the “TSXV“). Subject to the satisfaction (or waiver) of the closing conditions, the settlement is expected to be completed on December 19, 2025. In connection with the completion of the settlement, MTB shares are expected to be delisted from the TSXV.
ABOUT MTB Metals Corp.
MTB is advancing two copper-gold projects in northern British Columbia’s fertile Golden Triangle.
Telegraph: A 350 square kilometer estate located near four notable porphyry deposits, all of which are being explored or mined by major mining companies. Fieldwork by MTB, together with previous results, provides compelling evidence for the presence of one or more porphyry species similar to the others in the area.
Southmore: A 50 square kilometer estate is home to several important copper and gold occurrences. Surface samples included one sample containing 12.7% copper and another containing 29.4 g/t gold.
MTB also has royalties on four projects in the Golden Triangle, including two past producing mines.
On behalf of the MTB Board of Directors:
Lawrence Roulston
Chairman & CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking information: This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement that involves discussions regarding predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not always, using expressions such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “predicts”, “estimates”, “believes” or “intends” or variations of such words and phrases, or states that certain actions, events or results “may” or “would”, “could”, “could” or “will” be believed to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
In this press release, forward-looking statements include, among other things, statements regarding: the Scheme; the receipt of final TSXV approval for the arrangement; the expected timetable for completion of the scheme; the delisting of MTB’s shares from the TSXV upon completion of the settlement; and the conditions under which the Agreement may be completed. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from the potential results discussed in the forward-looking statements.
In connection with the forward-looking statements relating to the Arrangement, ExGen and MTB have each relied on certain assumptions that they currently believe reasonable, including assumptions regarding the ability of the parties to receive necessary approvals from regulators, stock exchanges and other third parties on a timely basis and on satisfactory terms, and the ability of the parties to satisfy the other conditions to the completion of the Arrangement on a timely basis. The timeline of the Arrangement may change for a number of reasons, including the inability to obtain necessary regulatory, stock exchange or other third party approvals in the assumed timeframe or the need for additional time to meet the other conditions for the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release regarding timing.
Risks and uncertainties that could cause such differences include, but are not limited to: the risk that the Scheme will not be completed or will not be completed on a timely basis; the conditions for completion of the Scheme may not have been met; the risk that the Scheme will result in unexpected costs, liabilities or delays; the possible occurrence of an event, change or other circumstance that could lead to termination of the Agreement; and other risk factors, as detailed from time to time, and additional risks identified in ExGen and MTB’s filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca). Failure to obtain required approvals, or the inability of the parties to otherwise comply with or complete the terms of the Agreement, may result in the Agreement not being completed on its proposed terms or at all.
ExGen and MTB expressly disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/278290
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