Mr. Matthew Gustavson reports

MEED GROWTH CORP. ENTERS INTO LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH ATHOS METALS CORP

Meed Growth Corp. has entered into a non-binding letter of intent (LOI) dated April 29, 2026, with Athos Metals Corp., which outlines the general terms and conditions of a proposed business combination that is intended to constitute Meed's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

Athos is a Canadian mineral exploration company identifying and advancing critical minerals prospects in Canada. Athos's initial focus is the 15,150-hectare Empire district project, a district-scale Cu-Ni-PGE-Au (copper, nickel, platinum group element and gold) exploration opportunity in Northwestern Ontario with demonstrated mineralization and significant discovery potential.

Meed is a capital pool company (CPC) that completed its initial public offering in July, 2021. The common shares of Meed are listed for trading on the TSX-V under the stock symbol MEED.P. Meed has not commenced commercial operations and has no assets other than cash and cash equivalents. It is intended that the transaction, when completed, will constitute the qualifying transaction of Meed pursuant to the CPC policy.

Transaction overview

The transaction is expected to be structured as a share exchange, merger, amalgamation, arrangement, takeover bid or other similar form of transaction resulting in Athos becoming a wholly owned subsidiary of Meed or otherwise combining its corporate existence with that of Meed. Upon completion of the transaction, the resulting issuer will carry on the business of Athos and is expected to be listed on the TSX-V.

Pursuant to the terms and conditions of the LOI, Meed and Athos will negotiate and enter into a definitive agreement incorporating the principal terms of the transaction as described in the LOI and this news release. There is no assurance that a definitive agreement will be successfully negotiated or entered into.

The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on the parties and the LOI is expected to be superseded by the definitive agreement to be negotiated between the parties.

Pursuant to the LOI, Meed is expected to acquire all of the issued and outstanding securities of Athos in exchange for Meed shares on a one-for-one basis following the share consolidation, subject to customary adjustments.

Consolidation

Prior to closing of the transaction, it is intended that Meed will consolidate its issued and outstanding Meed shares on the basis of each preconsolidation Meed share having a deemed value of seven cents. The final ratio of the consolidation will be based upon the pricing of the private placement (as defined below) but ascribing a value per preconsolidation Meed share of seven cents.

Private placement

The parties currently contemplate that Athos will complete a private placement of securities, the type and price of such securities to be determined in accordance with the TSX-V requirements and in the context of the market, having regard to an assessment of general market conditions and investor sentiment. The gross proceeds from the private placement are anticipated to be a minimum of $2-million or such other amount as the parties may determine.

Management of the resulting issuer

As a result of the transaction, the resulting issuer will indirectly carry on the business of Athos and will change the resulting issuer's name to a name as determined by Athos, and as approved by the TSX-V and any other relevant regulatory authorities.

If the transaction is completed, it is expected that, on closing, the board of directors of the resulting issuer will consist of five directors, at least four of whom will be nominees of Athos. Upon closing of the transaction, the current directors of Meed are expected to resign and be replaced by the Athos nominees, in accordance with applicable corporate law and subject to TSX-V acceptance.

Conditions to completion

Completion of the transaction is subject to a number of conditions, including, but not limited to:

• Satisfactory completion of due diligence;
• Execution of the definitive agreement;
• Completion of the private placement;
• Receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSX-V;
• Preparation and filing of a management information circular or filing statement outlining the definitive terms of the transaction and describing the business to be conducted by the resulting issuer following completion of the transaction, in accordance with the policies of the TSX-V.

There can be no assurance that the transaction will be completed as proposed or at all.

Exclusivity

The parties have agreed to an exclusivity period expiring May 22, 2026, during which they will negotiate in good faith toward a definitive agreement.

Trading halt

Trading in the Meed shares has been halted and is not expected to resume trading until completion of the transaction or until the TSX-V receives the requisite documentation to resume trading.

Additional information

Meed will provide further details of the transaction by way of news release in accordance with the CPC policy and will provide the TSX-V with all required information, including financial information, with additional disclosure to be disseminated in due course.

All information contained in this news release with respect to Meed and Athos was supplied by the parties, respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

We seek Safe Harbor.