Palladium One Mining Inc. (TSXV:PDM) entered into a definitive agreement to acquire MetalCorp Limited (TSXV:MTC) for CAD 3.1 million on March 3, 2023. Palladium One has agreed pursuant to the Arrangement Agreement to acquire all of the issued and outstanding shares of MetalCorp by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Pursuant to the Transaction, MetalCorp shareholders will receive, in exchange for each common share in the capital of MetalCorp held, 0.30 of a common share in the capital of Palladium One. The Exchange Ratio implies a purchase price of CAD 0.026 per MTC Share, or gross consideration of CAD 3.3 million. The number of PDM shares to be issued on completion of the Transaction is approximately 38,703,051. Existing shareholders of PDM will hold approximately 88% of PDM immediately following completion of the Transaction, and the former MTC Shareholders will hold approximately 12% immediately following completion of the Transaction.

The Transaction will be subject to the approval of at least 662/3% of the votes cast by MTC Shareholders, voting as a single class at a special meeting of the MTC Shareholders to be called to consider the Transaction, which is expected to be held near the end of April 2023. In addition to the approval of the MTC Shareholders, the Transaction is also subject to the receipt of certain regulatory and court approvals, including the approvals of the TSX Venture Exchange (“TSXV”), and other closing conditions customary in transactions of this nature. All directors and senior officers of MTC have entered into support and voting agreements with PDM, pursuant to which they have agreed to vote their MTC Shares, representing approximately 40% of the issued and outstanding MTC Shares, in favour of the Transaction. The board of directors of MTC has unanimously approved the Transaction. As of April 24, 2023, the transaction has been approved by MetalCorp shareholders. Subject to certain conditions, the Transaction is expected to close by the end of April 2023. As of April 25, 2023, it is anticipated that the closing of the Arrangement will occur on or about May 1, 2023.

Bennett Jones LLP is acting as Palladium One's legal advisor. Dickinson Wright LLP is acting as MetalCorp's legal advisor.

Palladium One Mining Inc. (TSXV:PDM) acquired MetalCorp Limited (TSXV:MTC) for CAD 3.3 million on May 2, 2023. The Arrangement has resulted in 38,679,050 Palladium One Shares being issued. As part of the acquisition, MetalCorp becoming a wholly-owned subsidiary of Palladium One. Palladium One intends to delist the common shares in the capital of MetalCorp from the TSX Venture Exchange, effective at the close of business on May 9, 2023.