MinRex Resources Ltd Transformational Merger Delivers Major Gold-Copper Portfolio

MinRex Resources and Electrum Discovery Announce Transformational Gold-Copper Merger

MinRex Resources Limited (ASX:MRR) has announced a A$28 million merger of equals with TSX-V listed Electrum Discovery Corp. (TSX-V:ELY), creating a well-capitalised gold-copper exploration company with advanced assets across Serbia and Australia. The MinRex Resources Ltd transformational merger represents a strategic combination that will establish a formidable presence in two premier mining jurisdictions.

The transaction will see MinRex acquire 100% of Electrum through a statutory Plan of Arrangement. Furthermore, Electrum shareholders will receive 7.9 MinRex shares for each Electrum share held, ensuring balanced ownership in the merged entity.

The merged group will benefit from pro-forma cash of ~A$8 million and no debt, positioning the company to immediately commence value-creation activities. Upon completion, Electrum securityholders will own approximately 49% of the merged entity, with MinRex shareholders holding 51%.

Strategic Portfolio Combining Advanced Gold Assets

Electrum's Serbian Portfolio – The Crown Jewel

The MinRex Resources Ltd transformational merger brings together Electrum's highly prospective Serbian assets, headlined by the Tlamino Gold Project. This project hosts near-surface Inferred Mineral Resources of 670,000 oz AuEq @ 2.9g/t AuEq (foreign estimate).

The project includes impressive resource metrics spanning 7.1 Mt @ 2.5 g/t Au and 38 g/t Ag. Additionally, it contains 570,000 oz Au and 8.8 Moz Ag at the Barje Deposit. A completed Preliminary Economic Assessment (PEA) from 2021 further validates the project's potential.

Historical drilling has intersected exceptional intervals from near surface. For instance, Hole BAR006 returned 30.0m @ 5.45 g/t Au and 11 g/t Ag, including 9m @ 14.17g/t Au. Similarly, Hole BAR008 delivered 13.35m @ 5.06 g/t Au and 109 g/t Ag, including 5.85m @ 10.35g/t Au.

Timok East Copper-Gold Project

The portfolio also includes the Timok East Copper-Gold Project, strategically located just 5km from Zijin Mining's Bor Copper Complex. This positioning within the prolific Western Tethyan Belt offers significant exploration potential.

Recent trenching at the Bambino target returned 0.43% Cu over 133.5 metres of strike length. These results demonstrate the potential for significant copper-gold discoveries in this highly prospective region.

MinRex's Australian Assets

MinRex contributes its Sofala Gold Project in New South Wales to the merged entity. This project hosts Inferred Mineral Resources of +350,000 oz Au @ 1.6g/t Au in the renowned Lachlan Fold Belt. Consequently, this provides additional resource base and operational diversification.

Understanding Gold Equivalent Calculations

Gold equivalent (AuEq) represents the total value of all metals contained in a deposit, expressed as equivalent ounces of gold. This metric is crucial for investors as it provides a standardised way to compare multi-metal projects.

For the Tlamino Gold Project, metal equivalents are calculated using specific price assumptions. These include a gold price of US$1,500/oz and a silver price of US$16.5/oz. Moreover, individual metallurgical recoveries are applied for each metal.

This approach ensures only economically recoverable metals are included in the equivalent calculation. Therefore, it provides a realistic assessment of the deposit's value potential.

Near-Term Value Creation Strategy

The merged group has outlined an aggressive exploration strategy to unlock value across both jurisdictions. This comprehensive approach focuses on systematic resource expansion and discovery-led exploration.

Phase 1 – Resource Definition (12 months)

The initial phase will involve ~3,200m infill drilling at Barje Deposit to upgrade resources to Indicated category. Additionally, ~1,000m step-out drilling will test eastern and western extensions.

This work will culminate in an updated Mineral Resource Estimate to JORC Code compliance. Consequently, this will enhance the project's credibility and investment appeal in international markets.

Phase 2 – Discovery Exploration

The second phase includes ~3,000m drilling programme testing southern Barje targets between Barje and Liska. Furthermore, regional exploration will commence at Karamanica Target, which covers a 3km x 3km Au-Ag-Cu anomaly.

Continued work at Timok East will follow expanded AMT surveys. This systematic approach ensures comprehensive evaluation of the project's full potential.

Financial Runway

The merged entity will maintain a strong financial position with pro-forma market capitalisation of ~A$28 million. Moreover, the pro-forma cash position of ~A$8 million with nil debt provides substantial operating flexibility.

The estimated 12-month work budget of ~A$2.5 million ensures adequate funding for planned exploration activities. This financial strength eliminates immediate dilution concerns for shareholders.

Why Serbia Represents a Tier-1 Jurisdiction

Serbia has emerged as one of Europe's premier mining destinations, currently ranking as the second-largest copper producer in Europe. The jurisdiction hosts several world-class deposits and has attracted major international mining companies.

Dundee Precious Metals recently acquired Adriatic Metals for USD$1.2 billion, demonstrating institutional confidence in Serbian mining assets. Similarly, Zijin Mining operates the massive Cukaru Peki project containing 22.6Mt Cu and 17.1 Moz Au.

Strickland Metals successfully grew its Rogozna resource to 8.6Moz gold equivalent. This achievement attracted a A$5 million investment from Zijin Mining, further validating the region's potential.

This established infrastructure and regulatory framework provides immediate operational advantages. The merged group gains access to processing facilities, skilled workforce, and established supply chains.

Transaction Structure and Timeline

The MinRex Resources Ltd transformational merger will be implemented through a court-approved plan of arrangement under British Columbia legislation. This process requires 66⅔% approval from Electrum securityholders for completion.

The exchange ratio provides 7.9 MinRex shares for each Electrum share, representing implied consideration of ~C$0.094 per Electrum share. Additionally, Electrum warrants and options will be cancelled for fair value MinRex shares.

The anticipated timeline includes circular dispatch in late January 2026 and the Electrum Shareholder Meeting in mid-March 2026. Implementation is expected by late March 2026, providing clear visibility for stakeholders.

Electrum shareholders and directors representing 27.96% of issued shares have entered voting support agreements. This demonstrates strong support for the transaction from key stakeholders.

Enhanced Leadership Team

The MinRex Resources Ltd transformational merger combines the technical expertise of both teams with strategic appointments. Dr. Elena Clarici, Electrum's CEO, will join the MinRex Board bringing 25+ years mining experience.

Dr. Clarici is the co-founder of Electrum and Executive Chairman of Pan Pacific Resource Investments. Her extensive experience in Serbian mining operations will prove invaluable for the merged entity.

Michael Thomsen will also join as Non-Executive Director, contributing 40+ years mineral exploration experience. As former Director of International Exploration at Newmont Mining, he brings world-class technical expertise.

Thomsen currently serves as Executive Chairman of North American Strategic Minerals. His appointment strengthens the board's technical capabilities significantly.

Investment Thesis: Why This Merger Creates Value

Exceptional Resource Quality

The combined 1+ million ounce gold resource base across two projects provides immediate scale and diversification. The Tlamino project offers near-surface, high-grade mineralisation ideal for potential open-pit development.

This resource quality positions the merged entity favourably compared to exploration peers. Furthermore, the dual-jurisdiction approach reduces sovereign risk whilst maximising upside potential.

Proven Management Execution

Both teams bring track records of successful project advancement throughout their careers. Electrum's Serbian expertise complements MinRex's Australian operational knowledge perfectly.

This combination ensures optimal execution across both jurisdictions. Moreover, the enhanced technical depth provides competitive advantages in project development.

Strategic Location Advantages

Serbian projects benefit from proximity to established mining infrastructure and processing facilities. Australian assets provide access to well-developed capital markets and regulatory stability.

This geographic diversification optimises operational efficiency whilst maintaining market access. Consequently, the merged entity can leverage the best aspects of both jurisdictions.

Clear Value Catalysts

The merger creates immediate catalysts for re-rating through systematic resource upgrade drilling at Tlamino. Discovery potential exists at multiple targets across both portfolios.

Enhanced market profile and liquidity will attract institutional interest. Therefore, the merged entity should achieve improved valuation multiples over time.

Financial Flexibility

The A$8 million cash position provides substantial runway for value-accretive exploration without immediate dilution requirements. This financial strength enables aggressive exploration programmes across multiple targets.

The debt-free balance sheet offers maximum operational flexibility. Furthermore, the strong cash position eliminates near-term funding pressures.

Why Investors Should Follow This Merged Entity

This transaction represents a compelling opportunity for investors seeking exposure to well-funded, growth-oriented gold-copper exploration. The merged group offers advanced resources ready for upgrade and expansion programmes.

Multiple discovery targets exist across proven geological formations in both jurisdictions. The strong financial position enables aggressive exploration without dilution concerns.

Enhanced management depth provides complementary skill sets for optimal project execution. Serbian portfolio exposure offers access to Europe's emerging mining sector opportunities.

Australian assets provide stability and growth potential in established markets. Diversified commodity exposure across gold and copper markets reduces concentration risk.

Near-term catalysts include commencement of resource upgrade drilling at Tlamino in Q2 2026. An updated JORC-compliant resource estimate is expected in H2 2026.

Multiple exploration programmes across regional targets are planned for 2026-2027. These activities will provide regular newsflow and value catalysts for shareholders.

"This merger of equals represents a pivotal moment for both companies. By combining Electrum's highly prospective and advanced Serbian gold-copper assets with MinRex's established NSW project portfolio, we are creating a stronger, well-funded exploration company with enhanced scale, diversification and technical depth," said James Pearse, MinRex Director.

The MinRex Resources Ltd transformational merger creates a unique investment opportunity in the gold-copper exploration space. With A$8 million in funding and clear value catalysts ahead, this merged entity is positioned to deliver significant shareholder returns through systematic resource growth and discovery-focused exploration across two Tier-1 jurisdictions.

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