Maximus Metals Inc. has entered into a share exchange agreement to acquire Maximus Deal Corp. in a transaction that will make Maximus Deal Corp. a wholly-owned subsidiary and constitute a Fundamental Change under Canadian Securities Exchange policies.

Under the terms of the agreement dated September 3, 2026, Maximus Metals will issue one common share for each common share of Maximus Deal Corp. outstanding. Upon completion, former Maximus Deal Corp. shareholders will hold approximately 67.82% of the resulting issuer, while existing shareholders of Maximus Metals will retain approximately 19.47% on a non-diluted basis across 52,845,420 total shares.

The acquisition adds a portfolio of tungsten assets to Maximus Metals, diversifying its holdings beyond the Gaspard Gold-Silver Property in central British Columbia, where the company completed a Phase 1 property-wide soil geochemical program in August 2026 that identified property-scale polymetallic soil anomalies. The acquired portfolio includes the Climax Star Tungsten Property located near Elko, Nevada, and an option to acquire the Marcofán investigation permit in Galicia, Spain.

Before closing the share exchange, the parties plan to complete a brokered private placement offering of subscription receipts priced at $0.35 each, targeting minimum aggregate gross proceeds of $2,000,000. These funds will cover transaction expenses, support exploration and development across the mineral properties, and provide general working capital. Upon meeting escrow release conditions, the subscription receipts will automatically convert into common shares representing approximately 10.81% of the post-transaction capital.

Prior to or concurrent with the main transaction, Maximus Deal Corp. is scheduled to finalise the acquisition of the Climax Star Property by paying US$400,000 in cash, issuing 1,000,000 shares to the vendors, and granting net smelter return royalties of 0.65% and 0.60%. The company must then complete and file a National Instrument 43-101 technical report for the property on SEDAR+.

The transaction is conditional upon receiving Canadian Securities Exchange conditional approval, completing the concurrent private placement, finalising the Nevada property acquisition, obtaining shareholder approval through written consent resolution, and satisfying other customary closing conditions. Following completion, Nader Vatanchi and Cole Goodwin will step down from the board, while Harry Nijjar and Gianluca Iacono will continue as directors alongside incoming appointees Marianella Bernal and Carlos Nuñez.

Read the full announcement: Maximus Metals Inc. Enters into Share Exchange Agreement to Acquire Maximus Deal Corp.