MTB Metals Corp. — M&A Activity 2026

Feb 6, 2026

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NOTICE OF CHANGE IN CORPORATE STRUCTURE

Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations

1. Names of the parties to the transaction

The parties to the transaction were ExGen Resources Inc. ("ExGen") and MTB Metals Corp. ("MTB").

2. Description of the transaction

ExGen and MTB entered into an arrangement agreement dated October 16, 2025 (the "Arrangement Agreement"), pursuant to which ExGen agreed to acquire all of the issued and outstanding common shares of MTB (the "MTB Shares") pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The Arrangement was completed on December 19, 2025.

Under the terms of the Arrangement Agreement, among other things, ExGen acquired 100% of the issued and outstanding MTB Shares in exchange for the issuance of 0.286 common share in the capital of ExGen (each whole common share, an "ExGen Share") to shareholders of MTB in exchange for each MTB Share (the "Exchange Ratio"). 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 (the "MTB Option") 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 (the "MTB Warrant") 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 December 11, 2025. On December 16, 2025, the Supreme Court of British Columbia issued the final order to approve the Arrangement.

At the closing of trading on December 23, 2025, the MTB Shares were delisted from the TSX Venture Exchange.

Additional details of the terms of the Arrangement are described in MTB's management information circular dated November 5, 2025, and the Arrangement Agreement, which are available under the MTB's profile on SEDAR+ at www.sedarplus.ca.

3. Effective date of the transaction

December 19, 2025

4. Names of each party, if any, that ceased to be a reporting issuer subsequent to the transaction and of each continuing entity

As a result of the Arrangement, MTB has applied to cease to be a reporting issuer in each jurisdiction in which it is currently a reporting issuer. ExGen is the continuing entity and is a reporting issuer in each of British Columbia, Alberta and Ontario.

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5. Date of the reporting issuer's first financial year-end Subsequent to the transaction (if paragraph (a) or (b)(ii) of section 4.9 of NI 51-102 applies)

Not applicable.

6. Periods, including the 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 (if paragraph (a) or (b)(ii) of section 4.9 of NI 51-102 applies)

Not applicable.

7. Documents filed under NI 51-102 Continuous Disclosure Obligations that describe the transaction (if paragraph (a) or (b)(ii) of section 4.9 of NI 51-102 applies)

Neither paragraph (a) nor (b)(ii) of Section 4.9 of NI 51-102 applies.

The following documents describing the transaction were filed on SEDAR+ and are available under MTB's profile at www.sedarplus.ca:

• (a) Arrangement Agreement;
• (b) MTB's management information circular dated November 5, 2025; and
• (c) News release of December 19, 2025, announcing closing of the Arrangement.

Dated: February 5, 2026