Mr. Jason Riley of ExGen reports

EXGEN RESOURCES COMPLETES ACQUISITION OF MTB METALS

ExGen Resources Inc. and MTB Metals Corp. have completed the previously disclosed plan of arrangement, pursuant to which ExGen acquired all of the issued and outstanding securities of MTB by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia).

Commenting on the acquisition, ExGen chief executive officer Jason Riley said: "ExGen is pleased to welcome the MTB team and shareholders to our company. The integration of MTB marks a pivotal milestone for ExGen. This partnership isn't just about scale; it's about combining our shared vision to capture an incredible time in the market that we believe has only just begun. Together, we possess the critical mass and agility needed to build momentum on future partnerships and acquisitions to establish ExGen as an emerging royalty company."

Transaction details

Pursuant to the terms of the arrangement, among other things, ExGen acquired 100 per cent of the issued and outstanding common shares in the capital of MTB in exchange for the issuance of 0.286 common share in the capital of ExGen to shareholders of MTB in exchange for each MTB share. Following the completion of the arrangement, there are 109,149,808 issued and outstanding ExGen shares.

Each eligible outstanding stock option to acquire MTB shares was exchanged for a replacement stock option to acquire ExGen shares, in amounts and at exercise prices adjusted in accordance with the exchange ratio. Any document previously evidencing MTB options now evidences and shall be deemed to evidence such replacement stock options. Further, each outstanding warrant to acquire MTB shares will entitle the holder thereof to receive, upon the exercise thereof, 0.286 of an ExGen share at a price adjusted in accordance with the exchange ratio and otherwise on the same terms and conditions as the original MTB warrant.

The arrangement received the requisite approval of MTB's securityholders at a special meeting of securityholders held on Dec. 11, 2025. On Dec. 16, 2025, the Supreme Court of British Columbia issued the final order to approve the arrangement.

For additional details regarding the above and the arrangement, please see MTB's management information circular dated Nov. 5, 2025, a copy of which can be found under MTB's profile on SEDAR+.

The MTB shares are expected to be delisted from the TSX Venture Exchange effective as of the close of business on or about Dec. 23, 2025. ExGen also intends to submit an application to the applicable securities regulators to have MTB cease to be a reporting issuer and terminate its public reporting obligations.

Action required by MTB shareholders

Registered shareholders of MTB are reminded to submit their duly completed letters of transmittal and, as applicable, the certificates and/or DRS advices representing their MTB shares to Endeavor Trust Corp. If any shareholder of MTB has questions or requires further information about the procedures to complete the letter of transmittal, please contact Endeavor Trust at 604-559-8880 or by e-mail at admin@endeavortrust.com. Shareholders whose MTB shares are registered in the name of a broker, dealer, bank, trust company or other nominee should contact their nominees.

Change of ExGen board and management

On completion of the arrangement, Mark T. Brown, a director of MTB, has been appointed as a director of ExGen.

Early warning reporting

By virtue of its acquisition of all the issued and outstanding MTB shares pursuant to the arrangement, ExGen is required to file an early warning report pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed by ExGen against MTB on SEDAR+.

About ExGen Resources Inc.

ExGen is a project accelerator that seeks to finance exploration and development of its projects through joint ventures and partnership agreements. This approach significantly reduces the technical and financial risks for ExGen while maintaining the upside exposure to new discoveries and potential cash flow. ExGen intends to build a diverse portfolio of projects across exploration stages and various commodity groups. ExGen currently has seven projects in Canada and the United States.

About MTB Metals Corp.

MTB is advancing two copper-gold projects in the prolific Golden Triangle of Northern British Columbia:

• Telegraph: a 350-square-kilometre property located in the vicinity of four notable porphyry deposits, all being explored or mined by major mining companies; fieldwork by MTB, together with earlier results, provides compelling evidence for the presence of one or more porphyries similar to the others in the area;
• Southmore: a 50-square-kilometre property hosting several significant copper and gold occurrences; surface samples include a sample with 12.7-per-cent copper and another with 29.4 grams per tonne gold.

MTB also holds royalties on four projects in the Golden Triangle, including two past-producing mines.

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