2026-01-05, 3:01:15 p.m.
Vancouver, Canada — January 5, 2026 — Leads & Copy — Electrum Discovery Corp. and MinRex Resources Limited will combine in a share exchange transaction. Electrum securityholders will obtain 49.3% of the shares of the combined company, while the remaining 50.7% will be retained by current MinRex shareholders.
Under the terms of the agreement, Electrum shareholders will receive approximately 7.9 MinRex shares for each Electrum common share held. The combined company is expected to be capitalized with a pro forma cash balance exceeding A$8 million and no debt.
The merger is expected to provide an ASX listing, offering an improved valuation environment and access to a large, specialist mining capital base within the Australian Asia-Pacific regions. The board and management teams will combine, with Dr. Elena Clarici and Michael Thomsen joining the board of directors of the combined company.
The combined company will focus on the Novo Tlamino Gold Project in Serbia, which hosts near-surface Inferred Mineral Resources of 670K oz AuEq, and MinRex’s Sofala Gold Project in New South Wales, Australia.
Dr. Elena Clarici, Electrum’s Chief Executive Officer, stated that the transaction provides an Australian public listing, strengthens the leadership team, and significantly improves the balance sheet. James Pearse, MinRex Director, said the merger creates a stronger, well-funded exploration company with enhanced scale, diversification, and technical depth.
The Combined Company creates an ASX-listed, gold-copper explorer with two advanced gold projects and an additional early-stage copper exploration project, in Serbia and Australia.
Highlights of the combined company include:
A high-grade NI43-101 compliant inferred gold resource of 670K oz @ 2.9g/t AuEq at Electrum’s advanced Novo Tlamino Gold Project. A PEA on the Novo Tlamino Gold Project completed in 2021. Significant near-term opportunity to unlock value at the Novo Tlamino Gold Project with access to MinRex’s treasury to drive resource growth drilling and discovery focused exploration around the existing Barje Deposit and testing of other identified regional gold targets. Benefit of exposure to gold resources at the Sofala Gold Project in the Lachlan Fold Belt (NSW, Australia). Added exposure to Electrum’s Timok East Copper-Gold Project in the Western Tethyan Belt (Serbia).
Strong pro forma cash position of ~A$8 million provides significant working capital for value creation. Enhanced scale, exploration portfolio, financial position and capital markets profile of the merged group paves the way for significant combined value re-rating. Coupling of significant technical, financial and corporate experience of MinRex and Electrum teams, with Electrum’s Dr. Elena Clarici and Michael Thomsen to join the board of directors of MinRex.
Following completion of the Transaction, the Combined Company will prioritise completion of infill drilling at the Barje Deposit to support an updated Mineral Resource Estimate with a greater classification of Indicated Resources, which is intended to facilitate an updated PEA or pre-feasibility study at the Novo Tlamino Gold Project.
Planning of an infill drilling program of approximately 3,200m is ongoing. An additional approximately 1,000m of step-out drilling is also planned to test potential extensions of the Barje Deposit mineralisation to the East and West target areas. A Phase 2 drilling program of approximately 3,000m is then planned to test the southern Barje Deposit target area between Barje and Liska testing for similar size (>0.5Moz) offset deposits.
Under the terms of Transaction, holders of Electrum Securities will own approximately 49.3% of the Resulting Issuer’s ordinary shares while holders of MinRex Shares will hold approximately 50.7% of the Resulting Issuer Shares. Holders of Electrum Shares will receive 7.900364 MinRex Shares in exchange for each Electrum Share held. All outstanding Electrum Convertible Securities will be cancelled, and holders thereof will receive such number of fully paid MinRex Shares representing the fair value of such securities.
Insiders and certain significant Electrum Securityholders, who collectively hold 27.96% of the issued and outstanding Electrum Securities, have entered into voting support agreements with MinRex pursuant to which they have agreed to vote their Electrum Securities in favour of the transaction. The Arrangement will require the approval of the Supreme Court of British Columbia, and Electrum Securityholder approval at the Electrum Special Meeting.
Electrum’s board of directors unanimously recommends that Electrum’s Securityholders vote in favour of the Transaction.
RwE Growth Partners Inc. has provided a fairness opinion to the Electrum’s Board, stating that the consideration to be received by Electrum Shareholders pursuant to the Transaction is fair, from a financial point of view to Electrum Shareholders.
The Transaction is targeted to close in March of 2026.
Electrum will host an investor call on Thursday, January 8, 2026 at 8am PST – 11am EST (4pm GMT / 5pm CET). To participate please use the following link: https://us06web.zoom.us/webinar/register/WN_dw8JjWhQT_WxsF-EyGiENQ
Contact:
Dr Elena Clarici, Chief Executive Officer and Director
T: +1 604 801 5432 | E: elena@electrumdiscovery.com
Source: Electrum Discovery Corp.
