Maximus Metals to Acquire Maximus Deal Corp. in Strategic Share Exchange

Vancouver, British Columbia — September 4, 2026 — Leads & Copy — Maximus Metals Inc. and Maximus Deal Corp. (MDC) have entered into a share exchange agreement that will see Maximus Metals acquire all issued and outstanding common shares of MDC. The transaction, expected to be a “Fundamental Change” under Canadian Securities Exchange (CSE) policies, will result in MDC becoming a wholly-owned subsidiary of Maximus Metals, with Maximus Metals continuing as the listed issuer on the CSE.

The strategic acquisition diversifies Maximus Metals' resource asset portfolio by adding MDC's resource assets. These include the Climax Star Tungsten Property near Elko, Nevada, and an option to acquire the Marcofán investigation permit in Galicia, Spain. This move will provide Maximus Metals with exposure to tungsten, a critical mineral for industrial, technology, and defense supply chains, complementing its existing gold and silver interests in British Columbia.

The combined entity is expected to benefit from a stronger asset base, improved access to capital, and an experienced board and management team. The transaction, alongside a concurrent offering, aims to provide the necessary financial resources for advancing the combined company’s projects.

Closing of the Proposed Transaction is contingent upon several conditions precedent. These include conditional approval from the CSE for the transaction and the listing of the Maximus Shares, the successful completion of a concurrent offering with minimum gross proceeds, and the acquisition of the Climax Star Property. Shareholder approval for Maximus Metals, no material adverse change in either company, and other customary closing conditions are also required. Additionally, changes to Maximus Metals’ board and management are expected.

Prior to the proposed transaction’s completion, a brokered private placement offering of subscription receipts is anticipated. This offering aims to raise a minimum of $2,000,000 in gross proceeds at $0.35 per subscription receipt. Upon satisfaction of escrow release conditions, these receipts will automatically convert into Maximus Shares. Net proceeds will fund transaction costs, exploration and development activities, and general working capital.

MDC is expected to complete the acquisition of the Climax Star Tungsten Property before or concurrently with the proposed transaction. This acquisition requires MDC to pay US$400,000 in cash upon closing, issue 1,000,000 MDC Shares, and grant net smelter return royalties to the vendors. A technical report compliant with National Instrument 43-101 – Standards of Disclosure for Mineral Projects will be completed and filed.

Furthermore, MDC holds an option to acquire all shares of Trisquel Metals S.L., the holder of the Marcofán investigation permit in Spain. Exercising this option will involve a purchase price of €3,800,000, comprising €3,500,000 in Maximus Shares and €300,000 in cash. An additional €1,000,000 investment in exploration activities is required within three years of the permit's definitive grant. The exercise is also subject to authorizations from Spanish authorities.

Maximus Metals will seek shareholder approval for the transaction, likely through a written consent resolution. A listing statement detailing the transaction will be available on SEDAR+.

The transaction is expected to be considered a “related party transaction” under Multilateral Instrument 61-101 due to insider involvement in MDC. However, the company anticipates relying on exemptions from formal valuation and minority approval requirements.

Effective no later than the closing of the proposed transaction, Nader Vatanchi and Cole Goodwin are expected to resign as directors of Maximus Metals. Harry Nijjar and Gianluca Iacono are expected to remain as directors, with Santiago Suárez-Florez continuing as CEO, Gianluca Iacono as President, and Harry Nijjar as CFO and Corporate Secretary. Marianella Bernal and Carlos Nuñez are expected to be appointed as directors, pending CSE approval. Ms. Bernal brings over 19 years of experience in corporate finance and business development, having held executive roles with Qvartz Oil & Gas Corporation and NG Energy Ltd., as well as positions within the Colombian national government. Mr. Núñez de León, a lawyer and executive with over 15 years of experience in the energy and infrastructure sectors, currently serves as President of Qvartz Oil & Gas Corporation and has extensive experience in project structuring and financing.

Following the transaction, existing Maximus Metals shareholders are expected to hold approximately 19.47% of the shares. Former MDC shareholders will hold approximately 67.82%, the Climax Star Property acquisition accounts for 1.89%, and Concurrent Offering subscribers are projected to hold 10.81%, assuming minimum proceeds.

Maximus Metals is a mineral exploration company focused on acquiring and evaluating resource properties, including the Gaspard Gold-Silver Property in British Columbia. MDC is a private company focused on acquiring, exploring, and developing mineral properties, including the Climax Star Property and an option for the Marcofán Permit in Spain. MDC was formerly known as “Intelithium Corporation.”

Source: Maximus Metals Inc.