VANCOUVER, British Columbia - Madoro Metals Corp., is pleased to provide an update regarding the proposed reverse takeover (the 'Proposed Transaction') with Narrow River Resources Pty Ltd. ('NRR') previously announced in the Company's news release dated February 2, 2026.
Madoro and NRR (the 'Parties') continue to advance the various components required under TSX Venture Exchange ('TSXV') Policy 5.2 - Changes of Business and Reverse Takeovers, including the preparation of the required disclosure and transaction documentation in connection with the Proposed Transaction. The Parties are currently working toward finalizing and executing a definitive agreement. Furthermore, as the Proposed Transaction will require the approval of the shareholders of Madoro at a special meeting called to that effect (the 'Meeting'), the Company is also preparing a management proxy circular (the 'Circular') to be sent to its shareholders in connection with the Meeting. The Circular will contain information and disclosure as required by the policies of the TSXV, notably on the Proposed Transaction, the Lac Simard Project (as defined herein) and the resulting issuer once the Proposed Transaction is completed. The Company is not yet in a position to announce when it will be in a position to announce the date of the Meeting.
Concurrent Non-Brokered Private Placement
In connection with the Proposed Transaction, the Company is also announcing a concurrent non-brokered private placement financing (the 'Private Placement') for aggregate gross proceeds of up to C$1,230,000, comprised of: (i) up to C$750,000 in hard dollar units ('HD Units') and (ii) up to C$480,000 in flow-through units ('FT Units').
The Private Placement is expected to be completed concurrently with the closing of the Proposed Transaction (the 'Closing'). Under the Private Placement, the Company proposes to issue 15,000,000 HD Units at a price of C$0.05 per HD Unit for gross proceeds of C$750,000 and 6,000,000 FT Units at a price of C$0.08 per FT Unit for gross proceeds of C$480,000.
Each HD Unit will consist of one common share of the Company (a 'Common Share') and one-half of one common share purchase warrant (each whole warrant, an 'HD Warrant'). Each HD Warrant will entitle the holder to purchase one Common Share at a price of C$0.08 for a period of two (2) years from the Closing. Each FT Unit will consist of one Common Share that will qualify as a 'flow-through share' within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, an 'FT Warrant'). Each FT Warrant will entitle the holder to purchase one Common Share at a price of C$0.12 for a period of two (2) years from the Closing.
The Company intends to use the gross proceeds from the Private Placement to fund transaction and regulatory costs in connection with the Proposed Transaction and for general working capital, and, in the case of the FT Unit financing, to incur eligible 'Canadian exploration expenses' that qualify as 'flow-through mining expenditures' that qualify as 'flow-through critical mineral mining expenditures' (as such terms are defined in the Income Tax Act (Canada)) on the Lac Simard Project (or such other eligible properties as the Company may determine). The Private Placement remains subject to, among other things, the negotiation and execution of customary subscription documentation, receipt of TSXV acceptance and all other required regulatory approvals. All securities issued in connection with the Private Placement will be subject to a statutory hold period in accordance with applicable Canadian securities laws. The Company may pay finder's fees and issue finder's securities in connection with the Private Placement, in accordance with the policies of the TSXV and applicable securities laws.
Lac Simard Project
The Lac Simard Project is in the Abitibi-Temiscamingue region of western Quebec, approximately 65 km southwest of Val-d'Or and 60 km southeast of Rouyn-Noranda. The Lac Simard Project comprises a contiguous block of 426 exclusive exploration rights ('EERs') covering an aggregate of approximately 24,641 hectares.
As at the effective date of the technical report, the EERs comprising the Lac Simard Project are registered 100% to NRR. As previously disclosed, the letter of intent contemplates that the Company would acquire the Lac Simard Project through the acquisition of the shares of a subsidiary of NRR holding the Lac Simard Project, in exchange for 95,000,000 common shares of the Company and the grant of a 2% net smelter return royalty (of which 0.5% may be repurchased by the Company for C$1,000,000). Surface access is available via secondary gravel roads and forestry roads in certain areas, and by helicopter or float plane from Val-d'Or and Rouyn-Noranda, and is considered adequate for the Company's contemplated exploration programs.
The Lac Simard Project is situated in the Pontiac Sub-province of the Archean Superior Craton and is predominantly underlain by granodiorite, monzogranite and tonalite of the Decelles Reservoir Batholith, with minor Pontiac Group metasedimentary rocks. The Lac Simard Project is believed to have a favourable geological setting for lithium-cesium-tantalum (LCT) pegmatite-style deposits. Two catalogued mineral showings occur on the Lac Simard Project - Lac en Cheville and Lac Caribou - comprising uranium showings associated with granite pegmatite hosted within the same pegmatite environment considered prospective for LCT-style mineralization. NRR recently completed a high-resolution heliborne airborne magnetic geophysical survey of the Lac Simard Project, conducted from January 25 to February 11, 2026 and comprising 4,191 line-km, the results of which are expected to be used to define priority target areas for follow-up ground exploration programs. The Lac Simard Project is an early-stage exploration project with no mineral resource estimates and no historical drilling.
Completion of the Proposed Transaction remains subject to, among other things, the negotiation and execution of definitive documentation, regulatory and shareholder approvals, the completion of the Private Placement and satisfaction of all applicable TSXV requirements. The completion of the Private Placement remains subject to, among other things, receipt of TSXV acceptance and all other required regulatory approvals.
Details of the Proposed Transaction, as contemplated in the letter of intent signed by Madoro and NRR on January 30, 2026, may be found in the Company's news release dated February 2, 2026.
About Madoro Metals Corp.
Madoro Metals Corp. (MDM - TSX Venture Exchange; MSTXF - OTC Markets; A2QQ1X - Frankfurt) is an emerging resource company engaged in the evaluation, acquisition, and exploration of mineral properties in Canada and Mexico. Madoro holds an option to acquire a 100% interest in the First Green Lithium Property located in the emerging Decelles lithium camp in the Abitibi-Temiscamingue region, approximately 75 kilometers southwest of Val-d'Or, Quebec; a 50% interest in the Ralleau mineral property in the Urban Barry District, Lebel-sur-Quevillon area of Quebec and a 100% interest in the Cerro Minas Property in Oaxaca, Mexico.
Contact:
Brian Ostroff
Email: bostroff@madorometals.com
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