ExGen Resources Inc. (TSX-V: EXG) (OTC: BXXRF) and MTB Metals Corp. (TSX-V: MTB) (OTCQB: MBYMF) (Frankfurt: M9U) are pleased to announce that they have entered into an non-binding letter of intent dated August 12, 2025. The LOI contemplates terms and conditions subject to: (i) the negotiation and finalization of the definitive agreement  between the ExGen and MTB; and (ii) the terms of a potential business combination pursuant to which ExGen and MTB will combine their operations, business, assets and properties. The Proposed Transaction will be subject to approval by MTB shareholders, court, and TSX Venture Exchange approvals, among others, and other closing conditions customary in transactions of this nature. The Proposed Transaction will be an Arm’s Length Transaction for both companies under the policies of the TSX-V.

Terms of the LOI

Under the Proposed Transaction, ExGen would acquire all the issued and outstanding securities of MTB, on the basis of 0.286 ExGen share for each MTB share, with the result that the current securityholders of MTB would become securityholders of ExGen. If a Definitive Agreement is not entered into by the parties on or prior to the date that is 60 days from the date that the LOI is signed by both parties, or at such earlier or later date as the parties may agree, then either party may terminate the LOI on written notice to the other party. Pursuant to the LOI, ExGen and MTB have agreed to deal exclusively with each other regarding the transactions contemplated in the LOI and will not initiate or continue discussions with third parties regarding such transactions until the Termination Date.

Benefits of the Proposed Transaction:

• The Proposed Transaction would create an exploration and development company with a strong balance sheet and assets in multiple favorable jurisdictions.
• Consolidation of the DOK property interest, part of MTB’s Telegraph copper-gold project in the fertile Golden Triangle of British Columbia.
• Exposure for MTB’s shareholders to ExGen’s 20% carried interest in the Empire copper-gold project in Idaho as well as to ExGen’s other copper and lithium projects.

Lawrence Roulston, CEO of MTB, commented, “This merger combines MTB’s exposure to copper and gold projects with ExGen’s carried interest in the development-stage Empire copper mine. The Empire interest offers a clear path to near-term cash flow. The combined company will have a strong balance sheet, providing a solid basis for an evolving business plan in which high-risk exploration expenditures will be funded by others. We intend to continue to expand our portfolio of royalties and carried interests as well as continuing a highly selective exploration program aimed at identifying high potential prospects.”

Jason Riley, CEO of ExGen, commented, “We long ago recognized the enormous potential of the Dok property and are pleased that our interest in Dok will be integrated with the much larger Telegraph project in which the combined company will hold a 100% interest. The Golden Triangle is on the brink of a new era of development and we will have one of the leading exploration projects. The combined management and technical team will continue to seek value accretive opportunities with an emphasis on copper, gold and lithium.

This transaction marks a significant milestone for ExGen, creating a property portfolio that includes both a near-term production asset and a new porphyry discovery. The combined company will be well positioned to advance the existing business plan as we evolve into a leading royalty and carried interest company.”

Property Portfolio of ExGen

Empire Mine: ExGen holds an effective 20% carried interest in the Empire Mine project in Idaho. A 2025 pre-feasibility study outlined an open pit mine plan. Sulphide veins underlying the open pit area were historically mined from underground. A 2021 drillhole encountered 8.4% copper along with significant values of gold, silver, zinc and tungsten. The sulphide vein zone represents considerable upside potential for the project.

DOK Claims: ExGen holds the DOK claims, representing 27% of MTB’s Telegraph project in British Columbia’s Golden Triangle. ExGen would retain a 40% interest after the earn-in by MTB.

Spark North Lithium: 2300 acres of unpatented claims in Elko County, Nevada, directly north of Surge Battery Metals North Nevada Lithium Project.

Boss Project, Nevada: a past-producing gold mine in Nevada. A 2013 43-101 Technical Report identified an 8 km by 6 km area that hosts copper gold mineralization and evidence of a copper-gold porphyry system.

Buena Vista Copper Project, Nevada: Field work in 2011 and 2012 identified extensive areas of copper mineralization and two large areas of chargeability.

Gordon Lake: A high-grade gold exploration prospect in the NWT.

Property Portfolio of MTB

Telegraph: 350 square kilometer consolidated land package in the vicinity of 4 notable porphyry deposits being advanced by major mining companies: Galore (Teck/Newmont), Schaft (Teck), Saddle (Newmont) and the operating Red Chris copper-gold mine (Newmont). The property hosts multiple district-scale porphyry copper-gold targets with compelling evidence of fertile copper-gold porphyry systems. Early drilling successes on the Dok trend have outlined a copper-gold bearing porphyry system over 3.3 km and the zone remains open in all directions. MTB has an option with ExGen to earn a 60% interest in the DOK claims, an option to earn a 100% interest in the Dok-X/Yeti claims and a 100% interest in 191 square kilometers of staked claims.

Southmore: 50 square kilometers, 100% owned. The property hosts structurally controlled precious and base metal mineralization; bedded massive sulphides of copper/lead/zinc and skarn mineralization with copper peripheral to intrusions and evidence of underlying porphyry mineralization. Surface samples include a sample with 12.7% copper and another with 29.4 g/t gold.

Royalties: MTB has royalties on 4 projects in the Golden Triangle, encompassing gold, silver and copper, including two past-producing mines.

MTB also holds 486,072 shares of Dolly Varden Silver Corp, presently valued at $2.4 million.

Qualified Persons

Andrew Wilkins, P. Geo. is a qualified person within the context of National Instrument 43-101 and has read and takes responsibility for the technical aspects of this release in so far as they relate to MTB. Kiernan Downs, P. Geo. is a qualified person within the context of National Instrument 43-101 and has read and takes responsibility for the technical aspects of this release in so far as they relate to ExGen.

Other Information

Completion of the Proposed Transaction is subject to a number of conditions and contingencies being satisfied, waived or removed by one or both of ExGen and MTB, including the execution of a Definitive Agreement, approval of MTB’s shareholders together with any requisite disinterested shareholder approvals, court approval and acceptance of the TSXV. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular, if any, to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of MTB and ExGen should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

If and when a Definitive Agreement is executed, ExGen and MTB will issue a subsequent news release in accordance with the policies of the TSX-V containing details of the Definitive Agreement and additional terms and conditions of the Proposed Transaction, including summary financial information and other information in respect of the Proposed Transaction.

ABOUT MTB METALS CORP.

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

Telegraph: 350 square kilometre property located in the vicinity of 4 notable porphyry deposits all being explored or mined by major mining companies. Field work 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: 50 square kilometer property hosts several significant copper and gold occurrences. Surface samples include a sample with 12.7% copper and another with 29.4 g/t gold.

MTB also holds royalties on four projects in the Golden Triangle, including two past producing mines and it holds 480,072 shares of Dolly Varden Silver.

ABOUT EXGEN RESOURCES INC.

ExGen is a project accelerator that seeks to fund exploration and development of our 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 7 projects in Canada and the US.