Rex Resources and Bathurst Holdings Inc. enter into Definitive Agreement
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TSX-V: OWN
Rex Resources and Bathurst Holdings Inc. enter into Definitive Agreement
News Release – January 14, 2026 – Vancouver, B.C. – Rex Resources Corp. (TSXV: OWN, FWB:
94G) (“Rex” or the “Company”) and Bathurst Holdings Inc. (“BHI”, and together with the Company, the
“Parties”) are pleased to announce that they have entered into an arm’s length acquisition agreement dated
January 14, 2026 (the “Definitive Agreement”) regarding a proposed reverse takeover transaction (the
“RTO Transaction”) in accordance with Policy 5.2 – Changes of Business and Reverse Takeovers (the
“Policy 5.2”) of the TSX Venture Exchange (the “TSXV”) Corporate Finance Manual.
About Bathurst Holdings Inc.
Bathurst Holdings Inc. is a private Canadian company led by an experienced mining and exploration team,
with a robust roadmap to restart and advance multiple projects. BHI has strong roots in New
Brunswick with a focus on sustainability and stakeholder relations, and is lead by a team of mineral sector
professionals with a track record of creating significant value advancing and devoting assets towards
production scenarios. BHI has entered into a term sheet and exclusivity agreement providing BHI the
exclusive right to acquire the large claim package comprising the Stratmat and Halfmile Projects in New
Brunswick. BHI is working closely with the Government of New Brunswick on closing the acquisition.
The Halfmile Mine is an underground polymetallic mine located in northern New Brunswick. The project
covers an area of 1,104ha and has 73 claims. It contains lead, zinc, gold, silver and copper. Infrastructure
at the site includes water and power utilities , a mill-feed storage pad, office space, dry shops, and access
roads.
The Stratmat deposit is a significant polymetallic massive sulphide deposit (VMS) containing zinc -lead-
silver-copper-gold located in the Bathurst Mining Camp of New Brunswick.
The RTO Transaction
As set out in the Definitive Agreement, the Company will acquire all of the issued and outstanding common
shares of BHI (the “BHI Shares”) pursuant to a three -cornered amalgamation to be completed under the
Business Corporations Act (Ontario) (the “OBCA”) by the Parties and a wholly -owned subsidiary of the
Company incorporated for the purpose of completing the amalgamation (the “Amalgamation”). The
Amalgamation will result in the issuance of 25,000,000 common shares of the Company to the shareholders
of BHI (each, a “BHI Shareholder”) for each BHI Share held by such BHI Shareholder on a one-to-one
basis, immediately prior to the closing of the RTO Transaction (the “Closing”).
The Amalgamation will result in the “Reverse Takeover” (as defined in Policy 5.2) of the Company by the
BHI Shareholders. Following the completion of the RTO Transaction, the Company, as the issuer resulting
therefrom (the “Resulting Issuer”), is expected to carry on the current business of BHI. The business of
the Resulting Issuer will be primarily focused on mineral exploration and development of BHI’s projects
located in New Brunswick. BHI’s projects will be subject to a 2% net smelter returns royalty, with the
option to buyback one-half (50%) of the net smelter returns royalty for $1 million for a period of five years
after Closing.
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Upon completion of the RTO Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier
2 Mining Issuer on the TSXV (as defined by the policies of the TSXV).
Pre-Closing Capitalization of the Company
As of the date hereof, the Company’s authorized share capital consists of an unlimited number of common
shares and an unlimited number of preferred shares in the capital of the Company, issuable in series, of
which 18,173,095 common shares and no preferred shares are issued and outstanding. In addition, the
Company currently has 566,666 stock options and 1,174,999 warrants issued and outstanding.
Resulting Issuer Capitalization
If the RTO Transaction and the maximum amount of the Concurrent Financing (as defined herein) are
completed, the Resulting Issuer will have approximately 57,173,095 common shares issued and
outstanding on an undiluted basis.
Concurrent Financing
In connection with the RTO Transaction, BHI expects to undertake a private placement (the “Concurrent
Financing”) of subscription receipts of BHI (the “Subscription Receipts ”) at a price of $0. 25 per
Subscription Receipt for aggregate gross proceeds of a minimum of $2 .5 million and a maximum of $3.5
million.
Each Subscription Receipt will, concurrent with the Closing, automatically convert into one common share
of the Resulting Issuer , for no additional consideration upon the satisfaction of certain escrow release
conditions, including the conditional approval of the TSXV for the RTO Transaction and satisfaction or
waiver of all of the conditions precedent to the RTO Transaction as set out in the Definitive Agreement.
The net proceeds of the Concurrent Financing will be used for mineral exploration and development of
BHI’s projects and for general and working capital purposes.
There may be finder/broker fees paid in connection with the Concurrent Financing. There will be no finder
fees paid in connection with the RTO Transaction.
Conditions Precedent
The completion of the RTO Transaction will be subject to a number of terms and conditions to set forth in
the Definitive Agreement, including, among other things (i) there being no material adverse change in
respect of either of the Parties, (ii) the receipt of all necessary conse nts, orders and regulatory and
shareholder approvals, including the conditional approval of the TSXV , subject only to customary
conditions of Closing, (iii) the completion of a name change of the Company (iv) completion of the
Concurrent Financing, (v) completion of a National Instrument 43-101 technical report for BHI’s projects,
(vi) completion of audited financial statements of BHI, (vii) BHI shall have closed the acquisition of the
Stratmat and Halfmile Projects, and (viii) such other customary conditions of closing for a transaction in
the nature of the RTO Transaction. Accordingly, there can be no assurance that the RTO Transaction will
be completed on the terms proposed and described herein, or at all.
Additional Information
Further updates in respect of the RTO Transaction (including financial information regarding BHI) will be
provided in a subsequent news release. Also, additional information concerning the RTO Transaction, the
Parties and the Resulting Issuer will be provided in the filing statement (the “Filing Statement”) to be
filed by the Parties in connection with the RTO Transaction, which will be available under the Company’s
SEDAR+ profile at www.sedarplus.ca.
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The audited financial statements of BHI, together with other required financial information, will be included
in the Filing Statement, as required, in connection with the RTO Transaction.
No deposits, advances or loans have been or are intended to be made in connection with the RTO
Transaction.
Proposed Directors and Officers of the Resulting Issuer
Subject to TSXV approval, on completion of the RTO Transaction, it is currently anticipated that the board
of directors of the Resulting Issuer will consist of five (5) directors. Information with respect to certain of
the proposed directors and officers of the Resulting Issuer is set forth below. A chief financial officer and
corporate secretary of the Resulting Issuer will be determined prior to Closing.
Craig Taylor (Current Director and CEO of the Company)
Previously (since 2018), Mr. Taylor was a Director and the CEO of Defense Metals Corp. and helped
advance the project from the exploration stage to a completed robust PEA. From 2007 until 2016, he was
a director of Advantage Lithium Corp, a TSX-V listed junior exploration company. From April 2012 until
April 2016, he was a director of Clear Mountain Resources Corp., a TSX -V listed company, now named
Patriot One Technologies Inc. Mr. Taylor has served as director and officer of several other public
companies engaged in mineral exploration and development throughout his career.
Kevin Vienneau (Current Director and Founder of BHI)
Kevin is a mining engineer with 25 years of experience in the Bathurst Mining Camp, Mr.
Vienneau has worked on gold and base metal projects, including at Noranda’s Brunswick #12
mine and at Stratabound Minerals Corp. Kevin has managed numerous exploration programs,
helped facilitate the production of numerous NI -43-101 Resource Estimates, PEAs and co -
authored an EIA application that was approved for mining in New Brunswick (CNE Mine –
Which we successfully tolled milled at the Brunwick Mine and reclaimed th e site in 2013). He
has expertise in permitting, stakeholder and First Nation negotiations, acquisitions and new
company creation and stock exchange listing. In 2021, as a co -founder and director (former)
helped successfully launched Founders Metals (TSX -V:FDR). Kevin received his Bachelor of
Engineering from Dalhousie University and resides in Bathurst, NB.
Kris Raffle (Current Director of the Company)
Mr. Raffle brings 25 years Canadian and international base and precious metals mineral exploration
experience. He is a Partner and Principal Geologist with the leading Edmonton-based geologic consulting
firm, APEX Geoscience Ltd. In addition, Mr. Raffle has held past director roles at Defense Metals Corp.,
and New Placer Dome Gold Corp. He has over 25 years experience conducting project evaluations,
exploration program design, data analysis, and geological modelling, with respect to Archean and Carlin-
type-gold, copper -gold-porphyry, gold -silver-epithermal, volcanic -hosted-massive-sulphide, rare -earth-
element, and kimberlite-diamond deposits throughout Canada, USA, and Mexico.
Michael Waldkirch (Proposed Director)
Michael Waldkirch is a Certified Professional Accountant (CPA, CGA) with over 25 years of professional
experience. Since 1998, he has led the Accounting firm of Michael Waldkirch & Company Inc., based in
Vancouver, B.C. Canada, which specializes in providing accounting, tax and business consultancy services
to a wide variety of public and private companies. Mr. Waldkirch has represented a wide variety of public
corporations including mining, oil and gas and technology companies listed on the TSX, TSX-V, NYSE-
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American, NASDAQ and OTC-BB. Mr. Waldkirch has served as Chief Financial Officer of a number of
Canadian and US listed publicly listed companies including Gold Standard Ventures Corp. and Barksdale
Resources Corp. He is also currently an independent board member of US Gold Corp. (NASDAQ-USAU)
Mr. Waldkirch has been directly involved in raising in excess of $300 million for public and private clients.
Tom Martin (Current Director of BHI)
Tom Martin has been fully involved in the resource industry for the last 10 years after a long professional
hockey career. He is a founder and director of Provenance Gold Corp., a company with two highly
prospective gold properties in the United States. Tom is also in the process of taking a Canadian company
with US assets public on the NYSE. He has been closely involved with the Discovery Group of Companies
and been integral in numerous capital raises and other related events in the sector. He hold s directorships
and advisor positions with several private companies.
Shareholder Approval
In accordance with Policy 5.2, the Company is not required to obtain the approval of its shareholders for
the RTO Transaction because: (i) the RTO Transaction is not a related party transaction (and no other
circumstances exist which may compromise the independence of the Company or other interested parties);
(ii) the Company does not have active operations; (iii) the Company is not subject to a cease trade order
and management believes it will not be suspended from trading on completion of the Transaction; and (iv)
there is no requirement to obtain shareholder approval of the Transaction (or any element thereof) under
any applicable corporate or securities laws.
Sponsorship
The TSXV may require sponsorship of the RTO Transaction in accordance with its policies. The Parties
intend to apply for a n exemption from the sponsorship requirements pursuant to the policies of the
TSXV . There is no guarantee that a sponsorship exemption will be granted or that the RTO Transaction
will be exempt from sponsorship.
Trading Halt
Trading in the Company’s common shares is presently halted and is not expected to resume trading until
completion of the RTO Transaction or until the TSXV receives the requisite documentation to resume
trading.
Additional Information
The RTO Transaction is an “Arm’s Length Transaction” pursuant to the policies of the TSXV. The RTO
Transaction is not a “related party transaction” as such term is defined by Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the
TSXV .
Additional information concerning the RTO Transaction, the Parties and the Resulting Issuer will be
provided once determined in a subsequent news release and in the Filing Statement to be filed by the
Company in connection with the RTO Transaction and which will be available under the Company ’s
SEDAR+ profile at www.sedarplus.ca.
Qualified Person
The scientific and technical information contained in this news release has been reviewed and approved by
Kristopher J. Raffle, P .Geo. (British Columbia), principal and consultant of Apex Geoscience of Edmonton,
Alberta, who is a director of the Company and a ‘Qualified Person’, as defined in NI 43-101.
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About Rex Resources Corp.
Rex is a mineral exploration company focused on the acquisition, exploration, and development of mineral
resource properties.
ON BEHALF OF THE BOARD OF DIRECTORS
Craig Taylor, Director
(604) 318-4053
www.rexresourcescorp.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news
release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
described herein in the United States. The securities described herein have not been registered under the
United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law and
may not be offered or sold in the “United States”, as such term is defined in Regulation S promulgated
under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities
laws or an exemption from such registration requirements is available.
Cautionary Note
Completion of the RTO Transaction is subject to a number of conditions, including but not limited to, TSXV
acceptance and if applicable pursuant to TSXV Requirements, disinterested approval. Where applicable,
the RTO Transaction cannot close until the required shareholder approval is obtained. There can be no
assurance that the RTO 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 RTO Transaction, any information released or received with respect
to the RTO 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the RTO Transaction and has
neither approved nor disapproved the contents of this news release.
All information contained in this news release with respect to the Company and BHI was supplied by the
parties, respectively, for inclusion herein, and the Company and its respective directors and officers have
relied on BHI for any information concerning such party.
Forward-Looking Statements
This news release contains “forward-looking information or statements” within the meaning of applicable securities
laws relating to the RTO Transaction and associated transactions, including statements regarding the terms and
conditions of the RTO Transaction, and the proposed business of the Resulting Issuer . The information about BHI
contained in the news release has not been independently verified by the Company. Although the Company believes
in light of the experience of its officers and directors, current conditions and expected future developments and other
factors that have been considered appropriate that the expectations reflected in this forward -looking information are
reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will
prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results
and developments may d iffer materially from those contemplated by these statements depending on, among other
things, the risks that the parties will not proceed with the RTO Transaction, the name change of the Company, the
appointment of the proposed directors and officers of the Resulting Issuer and associated transactions, that the ultimate
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terms of the RTO Transaction, the appointment of the proposed directors and officers of the Resulting Issuer and
associated transactions will differ from those that currently are contemplated, and that the RTO Transaction, any
applicable private placement in connection with the RTO Transaction, the appointment of the proposed directors and
officers of the Resulting Issuer and associated transactions will not be successfully completed for any reason
(including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and
conditions of the RTO Transaction may change based on the Company's due diligence and the receipt of tax, corporate
and securities law advice for both the Company and BHI. The statements in this news release are made as of the date
of this news release. The Company undertakes no obligation to comment on analyses, expectations or statements made
by third-parties in respect of the Company, BHI, their securities, or their respective financial or operating results (as
applicable). There can be no assurance that the RTO Transaction will be completed or, if completed, will be successful.
These statements are based upon assumptions that are subject to significant risks and uncertainties, including risks
regarding the mining industry, commodity prices, market conditions, geopolitical events and uncertainties, changes in
governmental regulations, laws and regulations, general economic factors, management’s ability to manage and to
operate the business, and explore and develop the projects, of the Resulting Issuer, and the equity markets generally.
Because of these risks and uncertainties and a s a result of a variety of factors, the actual results, expectations,
achievements or performance of each of the Company and BHI may differ materially from those anticipated and
indicated by these forward -looking statements. Any number of factors could cause actual results to differ materially
from these forward-looking statements as well as future results. Although each of the Company and BHI believes that
the expectations reflected in forward looking statements are reasonable, they can give no assurances that the
expectations of any forward -looking statements will prove to be correct. Except as required by law, each of the
Company and BHI disclaims any intention and assume no obligation to update or revise any forward -looking
statements to reflect actual results, whether as a result of new information, future events, changes in assumptions,
changes in factors affecting such forward-looking statements or otherwise.