Mr. Craig Taylor reports
REX RESOURCES ANNOUNCES LETTER OF INTENT FOR PROPOSED TRANSACTION WITH BATHURST METALLIC CORP.
Rex Resources Corp. has entered into an arm's-length non-binding
letter of intent dated Sept. 8, 2025, with Bathurst Holdings Inc., in respect of a proposed
business combination, whereby the company proposes to acquire all of the
issued and outstanding securities of Bathurst Holdings Inc.'s wholly owned subsidiary, Bathurst Metallic
Corp., in exchange for the issuance of securities of the company, which will result
in Bathurst Metallic becoming a wholly owned subsidiary of the company. It is anticipated that the proposed transaction will constitute a reverse takeover of the company in accordance with Policy 5.2
(Changes of Business and Reverse Takeovers) of the TSX Venture Exchange where the existing shareholders of Bathurst Holdings or Bathurst Metallic will own a
majority of the outstanding common shares of the company and the company is expected be renamed to
such name as the company and Bathurst Metallic may determine. Upon
completion of the proposed transaction, it is anticipated that the resulting issuer will be listed as a Tier 2
mining issuer on the exchange.
About Bathurst Metallic Corp.
Bathurst Metallic is a New Brunswick-based private company led by an experienced mining and
exploration team, with a robust road map to restart and advance multiple projects. The company has strong
roots in New Brunswick with a focus on sustainability and stakeholder relations. The company is led by a
team of mineral sector professionals with a record of creating significant value advancing and
devoting assets toward production scenarios. Bathurst Metallic is in the process of acquiring the
Stratmat and Halfmile projects with signed agreements with a receiver and the government of New
Brunswick.
The Halfmile mine is an underground polymetallic mine located in northern New Brunswick, Canada. The
project covers an area of 1,104 hectares and has 73 claims. It contains lead, zinc, gold, silver and
copper. Infrastructure at the site includes water and power utilities, a mill feed storage pad, office space,
dry shops and access roads.
The Stratmat deposit is a significant polymetallic massive sulphide deposit containing zinc-lead-silver-copper-gold located in the Bathurst mining camp of New Brunswick, Canada.
Terms of the proposed transaction
Pursuant to the terms and conditions of the LOI, the company and Bathurst Holdings will negotiate
and enter into a definitive agreement incorporating the principal terms of the proposed transaction as described in the LOI and this news release. There is no assurance that a definitive
agreement will be negotiated or entered into. The LOI is expected to be superseded by the
definitive agreement to be negotiated between the parties. The proposed transaction will be structured as
a share exchange, plan of arrangement, amalgamation or other form of business combination based on the
advice of the parties' respective advisers and taking into account various securities, tax, operating and other
considerations.
If, and when, a definitive agreement is executed in connection with the proposed transaction, the company will issue a more comprehensive news release in accordance with Policy 5.2 of the exchange
disclosing further details of the proposed transaction, including, among other things, financial information
respecting Bathurst Metallic, capitalization, structure of the proposed transaction, concurrent financing
terms, shareholder approval (if required), and details of insiders and proposed directors and officers of the
resulting issuer.
Trading halt
Trading will remain halted pending receipt and review of acceptable documentation pursuant to Section 2.2
of exchange Policy 5.2 regarding a reverse takeover transaction.
Additional information
The proposed transaction is an arm's-length transaction pursuant to the policies of the exchange.
The proposed transaction is not a related-party transaction as such term is defined by Multilateral
Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and is not subject to
Policy 5.9 of the exchange.
Additional information concerning the proposed transaction, the company, Bathurst Metallic and the
resulting issuer will be provided once determined in a subsequent news release and in the filing statement
to be filed by the company in connection with the proposed transaction, which will be available under
the company's SEDAR+ profile.
Qualified person
The scientific and technical information contained in this news release has been reviewed and approved by
Kristopher J. Raffle, PGeo (British Columbia), principal and consultant of Apex Geoscience of Edmonton,
Alta., who is a director of the company and a qualified person as defined in National Instrument 43-101.
About Rex Resources Corp.
Rex is a mineral exploration company focused on the acquisition, exploration and development of mineral
resource properties.
We seek Safe Harbor.
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