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ELECTRUM DISCOVERY CORP — M&A Activity 2026
Apr 13, 2026
44108_rns_2026-04-13_7f745606-0a66-4808-afb6-8cf0129876ac.pdf
M&A Activity
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NOTICE OF CHANGE IN CORPORATE STRUCTURE
Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations
- Names of Parties to the Transaction
Electrum Discovery Corp. (“Electrum”)
MinRex Resources Ltd. (“MinRex”)
- Description of the Transaction
On April 10, 2026, MinRex, acquired all of the issued and outstanding common shares of Electrum (the “Electrum Shares”) pursuant to a court approved plan of arrangement (the “Arrangement”) under the Business Corporation Act (British Columbia), which was completed in accordance with the terms of a definitive arrangement agreement between Electrum and MinRex dated January 5, 2026 (the “Arrangement Agreement”).
Under the terms of the Arrangement, each former shareholder of Electrum (each, an “Electrum Shareholder”) received 7.900363636 ordinary shares of MinRex (“MinRex Shares”) in exchange for each Electrum Share (the “Exchange Ratio”) held immediately prior to the effective time of the Arrangement (the “Effective Time”). All share purchase warrants, stock options and deferred share units of Electrum outstanding at the Effective Time were exchanged for such number of fully paid MinRex Shares representing the fair value of such securities, determined using the Black-Scholes valuation model. Accordingly, there are no securities outstanding of Electrum other than the Electrum Shares, all of which are owned by MinRex.
For more information on the Arrangement, see Electrum’s management information circular dated February 17, 2026 (the “Management Information Circular”), filed February 24, 2026 under Electrum’s profile on SEDAR+ at www.sedarplus.ca.
- Effective Date of the Transaction
April 10, 2026.
- Name of Each Party, if any, that Ceased to be a Reporting Issuer after the Transaction and of each Continuing Entity
The Electrum Shares are expected to be delisted from the TSXV a day or two after the effective date of the transaction.
It is currently anticipated that Electrum will remain a reporting issuer in Alberta and British Columbia until such time as Electrum applies for, and obtains, an order to cease being a reporting issuer in such jurisdictions of Canada (which Electrum is expected to apply for in the near term).
On completion of the Arrangement, MinRex became a reporting issuer in Alberta and British Columbia. MinRex is not eligible to qualify as a “designated foreign issuer” (as defined under applicable Canadian securities laws) which would make it be subject to fewer disclosure and other requirements of Canadian securities laws, as compared to Electrum. If MinRex is able to satisfy the applicable requirements, it intends to apply to cease to be a reporting issuer in Canada.
- Date of the Reporting Issuer’s First Financial Year-End Subsequent to the Transaction
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June 30, 2026.
- Periods, Including Comparative Periods, if any, of the Interim and Annual Financial Statements required to be Filed for the Reporting Issuer’s First Financial Year Subsequent to the Transaction
The following is a summary of the applicable interim and annual financial statements to be filed in MinRex’s first financial year subsequent to the Arrangement:
- the unaudited interim financial statements of MinRex for the nine-month period ended March 31, 2026 and the relevant comparative information for the nine-month period ended March 31, 2025;
- the audited annual financial statements of MinRex for the twelve-month financial period ended June 30, 2026, and the relevant comparative information for year ended June 30, 2025; and
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the unaudited interim financial statements of MinRex for the three-month period ended September 30, 2026 and the relevant comparative information for the three-month period ended September 30, 2025.
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Documents filed under National Instrument 51-102 that described the transaction and where they can be found in electronic format
The following documents describing the Arrangement were filed on Electrum’s SEDAR+ profile at www.sedarplus.ca:
- Arrangement Agreement dated January 5, 2026;
- News release dated January 5, 2026, announcing the Arrangement and execution of the Arrangement Agreement;
- Material change report dated January 15, 2026, relating to the execution of the Arrangement Agreement;
- Notice of meeting and Management Information Circular of Electrum dated February 24, 2026, in respect of the special meeting of Electrum held on March 24, 2026 (the “Meeting”);
- News release dated March 24, 2026, announcing voting results from the Meeting;
- News release dated April 2, 2026, announcing receipt of the final court order from the Supreme Court of British Columbia approving the Arrangement; and
- News release dated April 13, 2026, in respect of the closing of the Arrangement.
The following documents describing the Arrangement were filed on MinRex’s ASX profile at ASX.com.au:
- News release dated January 5, 2026, announcing the Arrangement and execution of the Arrangement Agreement;
- News release dated February 26, 2026, announcing the dispatch of the Electrum Management Information Circular in regards to the Arrangement;
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- Corporate presentation dated March 9, 2026, giving an overview and further details regarding the Arrangement;
- News release dated March 24, 2026, announcing the Electrum Shareholder approval of the Arrangement;
- News release dated April 1, 2026, announcing receipt by Electrum of the final court order from the Supreme Court of British Columbia approving the Arrangement; and
- News release dated April 13, 2026, in respect of the closing of the Arrangement.
Dated: April 10, 2026.
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