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ELECTRUM DISCOVERY CORP — M&A Activity 2026
Apr 13, 2026
44108_rns_2026-04-13_d718ae0a-8589-4e3a-ba41-5c41591d3eab.pdf
M&A Activity
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ELECTRUM
DISCOVERY
Suite 1000, 1111 Melville Street
Vancouver, BC, V6E 3V6
TSX-V: ELY
T 604.801.5432
F 604.662.8829
www.electrumdiscovery.com
FORM 51-102F3
Material Change Report
Item 1 Name and Address of Issuer
Electrum Discovery Corp. (“Electrum” or the “Company”)
1111 Melville Street
Suite 1000
Vancouver, BC V6E 3V6
Item 2 Date of Material Change
April 10, 2026
Item 3 News Release
A news release (the “News Release”) reporting the material change was disseminated on April 13, 2026, through Newswire Canada and was subsequently filed by the Company on the System for Electronic Document Analysis and Retrieval Plus (“SEDAR+”). A copy of the News Release is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Item 4 Summary of Material Change
On April 10, 2026, the Company completed its previously announced plan of arrangement under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “Arrangement”) with MinRex Resources Limited (“MinRex”).
Item 5 Full Description of Material Change
Item 5.1 Full Description of Material Change
Under the terms of the definitive arrangement agreement dated January 5, 2026 between Electrum and MinRex ("Arrangement Agreement"), MinRex acquired all the issued and outstanding common shares in Electrum, among other things, resulting in Electrum becoming a wholly-owned subsidiary of MinRex (see News Release dated January 6, 2026).
Pusuant to the Arrangement, each holder of an Electrum common share (an "Electrum Share") received 7.900363636 ordinary shares of MinRex ("MinRex Shares"). All outstanding Electrum stock options, share purchase warrants and deferred share units ("Electrum Convertible Securities") and together with Electrum Shares, "Electrum Securities") were also cancelled, and holders thereof received such number of fully paid MinRex Shares, determined using a Black & Scholes valuation.
As a result of the Arrangement, original holders of Electrum Securities own approximately 49.3% of the ordinary shares of MinRex following the completion of the Arrangement (the "Resulting Issuer Shares") while original holders of MinRex Shares hold approximately 50.7% of the Resulting Issuer Shares.
2
Electrum Shares are expected to be delisted from the TSX Venture Exchange and the OTC Venture Market effective at the close of business on April 13, 2026. The Company will also apply to cease to be a reporting issuer in all jurisdictions of Canada where it is currently a reporting issuer.
For further details regarding the Arrangement please refer to the Company’s announcements dated January 6, 2026, February 26, 2026, March 24, 2026 and April 2, 2026, as well as the Company’s management information circular, dated February 17, 2026 and prepared in respect of the special meeting of securityholders of the Company held on March 24, 2026, and the Arrangement Agreement which are available under the Company’s profile on SEDAR+ (https://www.sedarplus.ca).
Item 5.2 Disclosure for Restructuring Transactions
Not applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
No significant facts otherwise required to be disclosed in this report have been omitted.
Item 8 Executive Officer
For further information, please contact:
Dr. Elena Clarici, Director
Electrum Discovery Corp.
Phone: (604) 801-5432
Item 9 Date of Report
April 13, 2026