Meed Provides Update with Respect to Qualifying Transaction with Athos Metals and Announces Closing of First Tranche of Concurrent Financing
Newsfile
October 06, 2026 3:14PM GMT
Vancouver, British Columbia--(Newsfile Corp. - October 6, 2026) - Meed Growth Corp. (TSXV: MEED.P) (the "Company") announces that, further to the Company's press release dated May 28, 2026, the Company and Athos Metals Corp. ("Athos"), a corporation incorporated under the laws of the Province of British Columbia, continue to work diligently towards completion of the proposed transaction between the Company and Athos (the "Proposed Transaction") which would, if completed, result in the reverse take-over of the Company by Athos and constitute the Company's "Qualifying Transaction" (as such term is defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange")). Upon completion of the Proposed Transaction, the Company (the "Resulting Issuer") will carry on the business of Athos.
The Company is pleased to announce that, further to the Company's press release dated May 28, 2026 and Athos' press release dated June 30, 2026, Athos has closed the first tranche (the "First Tranche") of its previously announced non-brokered private placement of subscription receipts (the "Private Placement") for aggregate gross proceeds of $1,276,799.96. Under the First Tranche, Athos issued 5,720,000 subscription receipts of Athos (the "Subscription Receipts") at a price of $0.10 per Subscription Receipt for gross proceeds of $572,000 and 5,873,333 flow-through subscription receipts (the "FT Subscription Receipts") at a price of $0.12 per FT Subscription Receipt for gross proceeds of $704,799.96.
The gross proceeds of the First Tranche are being held in escrow pending the satisfaction of certain escrow release conditions, including the satisfaction or waiver of all conditions precedent to the Proposed Transaction (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will entitle the holder thereof to receive, without additional consideration or further action by the holder, one common share of Athos (an "Athos Share") and each FT Subscription Receipt will entitle the holder thereof to receive, without additional consideration or further action by the holder, one Athos Share that will qualify as a "flow-through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (a "FT Athos Share").
Upon completion of the Proposed Transaction, the Athos Shares issued pursuant to the Subscription Receipts will be exchanged for common shares of the Resulting Issuer and the FT Athos Shares will be exchanged for flow-through common shares of the Resulting Issuer. If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Vancouver Time) on November 30, 2026 (as extended from September 30, 2026), the Subscription Receipts and the FT Subscription Receipts will be cancelled and each holder thereof will be entitled to receive an amount equal to the aggregate purchase price of their Subscription Receipts and/or FT Subscription Receipts, plus their pro rata share of any interest earned thereon.
The proceeds from the sale of the FT Subscription Receipts will be used to advance exploration on Athos' mineral properties and Athos will incur Canadian exploration expenses qualifying as critical mineral exploration expenditures in an amount equal to the aggregate issue price of the FT Subscription Receipts, which will be renounced to subscribers with an effective date no later than December 31, 2026. The proceeds from the Subscription Receipts will be used to advance exploration on Athos' mineral properties and for working capital and general corporate purposes.
In connection with the First Tranche, Athos will pay, subject to and only upon satisfaction of the Escrow Release Conditions, finder's fees of $29,750.01 in cash, representing 7% of the gross proceeds of the First Tranche received from subscribers introduced by finders and will issue 266,000 non-transferable finder's warrants, representing 7% of the aggregate number of Subscription Receipts and FT Subscription Receipts issued under the First Tranche to such subscribers, with each finder's warrant exercisable to acquire one Athos Share at a price of $0.10 for a period of twenty-four (24) months from the date of issue, in accordance with applicable securities laws and Exchange policies. No finder's fees will be payable if the Escrow Release Conditions are not satisfied. Athos anticipates closing one or more additional tranches of the Private Placement. Securities issued in connection with the Private Placement and any finder's securities are subject to applicable statutory hold periods and any Exchange escrow or resale restrictions, as applicable.
The Company and Athos have also entered into an extension letter in respect of the binding merger agreement dated May 28, 2026, whereby the outside date to complete the Proposed Transaction is extended from September 30, 2026, to October 31, 2026, or such later date as may be agreed upon in writing by the Company and Athos.
There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.
Meed Growth Corp.
Meed was incorporated under the Business Corporations Act (British Columbia) on February 2, 2021, and is a Capital Pool Company (as such term is defined in Policy 2.4) listed on the Exchange. Meed has not commenced commercial operations and has no assets other than cash and cash equivalents.
Further Information
For further information, please contact:
Meed Growth Corp.
Contact: Matthew Gustavson - Chief Financial Officer and Director
Telephone: (833) 676-0762
Athos Metals Corp.
Contact: Alex Bayer - Chief Executive Officer and Director
Telephone: (416) 800-9076
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to the Exchange acceptance and, if applicable pursuant to the Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has not approved or disapproved of the contents of this news release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Proposed Transaction will be consummated, whether the Proposed Transaction can be completed prior to the contemplated deadline, whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for completing the Proposed Transaction, whether any additional tranches of the Private Placement will be completed, whether the Escrow Release Conditions will be satisfied and the conversion of the Subscription Receipts and FT Subscription Receipts will occur prior to the applicable deadline, the intended use of proceeds of the Private Placement and the ability of the Resulting Issuer to carry out its exploration activities and incur and renounce exploration expenditures.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect management of the Company's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the combined company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction and the Private Placement and to satisfy the Escrow Release Conditions prior to the applicable deadline; the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the consummation of the Proposed Transaction on the proposed terms and schedule; the potential impact of the announcement or consummation of the Proposed Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; the ability of the Resulting Issuer to carry out its exploration activities as currently contemplated compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions.
Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/317650