Star Metro - EV Technology Group Ltd. Enters into Agreement to Acquire Maribow Minerals Inc. And Announces Concurrent Financing

TORONTO, ON / ACCESS Newswire / September 22, 2026 / EV TECHNOLOGY GROUP LTD. ("EVTG" or the "Company") is pleased to announce that it has entered into an agreement dated September 21, 2026 (the "Definitive Agreement") with Maribow Minerals Inc., a privately held corporation existing under the laws of the Province of Ontario ("Maribow"), pursuant to which EVTG and Maribow have agreed to complete a transaction (the "Transaction") that will result in a reverse take-over of EVTG by the shareholders of Maribow. In connection with the Transaction, it is anticipated that Maribow will complete a concurrent private placement of units or other securities for gross proceeds of at least $4 million (the "Offering").

Maribow has entered into (a) an option agreement to acquire 100% of the 2,875 hectare Springdale property ("Springdale"), located immediately north of the community of Springdale within the greater Green Bay mining district of North-Central Newfoundland and Labrador (the "Springdale Option"), and (b) an option agreement to acquire 100% of the 2,775 hectare Rolling Pond property ("Rolling Pond", and together with Springdale, the "Properties"), located in Central Newfoundland 70KM north-east of Gander and adjacent to the The Baie d'Espoir Highway (the "Rolling Pond Option" and together with the Springdale Option, the "Option Agreements").

Springdale lies adjacent to the Little Bay Highway (Route 392) and encompasses a volcanic succession of Ordovician aged ophiolitic rocks of the Lush's Bight Group that contains two past producing high-grade copper deposits with seven total high priority targets identified on the property. Springdale demonstrates excellent potential to host copper-cobalt bearing VMS deposits similar to past producing mines in the area. Historically, the area has been explored by various mining companies, most prominently by Falconbridge throughout the 1950's and the British Newfoundland Exploration Corporation Limited during the 1960's. Only limited work has been performed since that time. Springdale is located just 3 kilometers south-southwest of the Little Deer copper deposit currently being explored by Firefly Metals. An excellent geological and geophysical database exists for the Springdale property including historical drilling results from 14,599m of drilling in 92 drill holes.

Rolling Pond is located in an area of Central Newfoundland that is quickly emerging as a significant new gold district highlighted by discoveries such as New Found Gold's Queensway project and Pirate Golds Moosehead deposit. Rolling Pond lies along a major structure on the southwestern edge of the Mt. Peyton Intrusive complex. Rolling Pond contains a very large, high level and well preserved hydrothermal quartz-breccia system that has been traced along strike for a distance of 1,100 metres, is documented as being 30 to 60 metres thick, and has been intersected by drilling to a depth of 160 metres over a 270 meter strike length. Only six holes have been drilled on the Rolling Pond property to date and newly identified highly anomalous gold in soil anomalies coincident with induced polarization/resistivity anomalies remain untested.

The Option Agreements permit Maribow to acquire 100% interest in the Properties, subject to a 2% net smelter return royalty to the optionor, if it makes schedule payments to the optionor and incurs minimum expenditures on operations over a period of 48 months from the date of the Option Agreements. Copies of the Option Agreements are attached as schedules to the Definitive Agreement.

Definitive Agreement and Proposed Transaction

The Proposed Transaction is to be completed pursuant to a three-cornered amalgamation among EVTG, a wholly-owned subsidiary of EVTG ("Subco"), and Maribow, whereby Subco and Maribow will amalgamate and continue as one corporation (the "Amalgamation"), and the shareholders of Maribow will receive shares of EVTG (referred to on a post-closing basis as the "Resulting Issuer").

Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Transaction, among other things:

• EVTG will change its name to "Maribow Minerals Ltd." or such other name requested by Maribow and acceptable to EVTG and the applicable regulatory authorities (the "Name Change");
• EVTG will consolidate its common shares on a 50 to 1 basis (the "Consolidation");
• following completion of the foregoing, the Amalgamation will be completed, and the Maribow shareholders will exchange each Maribow common share (the "Maribow Shares") for one common share of the Resulting Issuer (the "Resulting Issuer Shares");
• application will be made to the TSX Venture Exchange (the "TSXV") for the listing of the Resulting Issuer Shares on the TSXV upon closing of the Transaction; and
• the board of directors and management of the Resulting Issuer will be replaced with nominees of Maribow.

The Resulting Issuer will hold, on a consolidated basis, all of the assets and will be subject to all of the liabilities of EVTG and Maribow, and will continue the business of Maribow.

Completion of the Transaction is subject to a number of conditions, including, but not limited to, the Offering, as discussed in greater detail below; EVTG completing the Name Change; EVTG completing the Consolidation; receipt of approval for listing of the Resulting Issuer Shares on the TSXV and receipt of the necessary approvals of the shareholders of EVTG and Maribow.

The Definitive Agreementwill be posted to EVTG's SEDAR+ profile at www.sedarplus.ca and contains additional details regarding the Transaction, including copies of the Option Agreements.

Management

Following the completion of the Proposed Transaction, the Resulting Issuer will be led by: Vincent Chen, CEO; Dean Fraser, Head of Exploration and Kenny Choi, Corporate Secretary. The Resulting Issuer's board of directors is expected to consist of four directors. The Resulting Issuer anticipates retaining the services of an accountant to hold the role of Chief Financial Officer upon closing of the Transaction.

Vincent Chen, CPA - Chief Executive Officer

Vincent brings a wealth of expertise and a robust background in accounting and corporate development within the mining sector. He began his distinguished career at PricewaterhouseCoopers in the Metals and Mining Assurance team in Toronto, where he earned his Chartered Professional Accountant designation. Following his tenure at PricewaterhouseCoopers, Vincent joined Yamana Gold Inc. (now Pan American Silver), serving as a Senior Analyst on the corporate reporting team. Most recently, Vincent held the position of Sr. Associate of Corporate Development and Investor Relations at Forbes & Manhattan, a prominent family office and merchant bank focused on the global mining and resource sector. He currently acts as a Board of Director member for Lancaster Resources and as a Director for various junior mining companies, including Emerita Resources Corp., Halcones Precious Metals Corp., Lithium Ionic Corp., and Nobel Resources Corp. Vincent is a proud alumnus of Simon Fraser University, where he graduated with Honours in Accounting.

Dean Fraser, P. Geo - Head of Exploration

Dean graduated from the Memorial University of Newfoundland with a joint B.Sc degree in geology/geophysics. He is a professional geologist/geophysicist with over 35 years of experience in the mineral exploration industry. He has extensive experience in exploration and project management having worked on a wide variety of gold, base metal, uranium, iron, tin/tungsten and nickel projects worldwide. Dean has previously held positions as a technical advisor and director of junior mineral exploration companies. He is also the owner and President of RDF Consulting Ltd., a mineral exploration consulting company providing geological and geophysical consulting services to junior and major exploration and mining companies.

Kenny Choi, J.D. - Corporate Secretary

Kenny Choi is a corporate lawyer who graduated from Western University's JD/HBA program in 2013. He was previously an associate at a top-tier Bay Street firm, where he honed his skills in areas including equity and debt financing, mergers and acquisitions, fund formation and private and public securities law. Mr. Choi has occupied various management roles in publicly-traded CSE, TSXV, TSX and Cboe Canada companies, in particular in the mining industry.

EVTG Shareholder Meeting and Anticipated Closing

EVTG has called an annual general and special shareholder meeting of EVTG for November 13, 2026 to approve, among other matters, the Transaction, the Name Change, the Consolidation and the election of directors (the "EVTG Meeting Matters"). Further information on the EVTG Meeting Matters can be found in the management information circular of EVTG to be posted on EVTG's SEDAR+ profile at www.sedarplus.ca.

Concurrent Financing

Prior to the completion of the Transaction, it is anticipated that Maribow will complete a non-brokered private placement of units (the "Maribow Units") for gross proceeds of no less than $4,000,000.00 (the "Offering"). Each Maribow Unit shall entitle the unitholder to receive, upon satisfaction of certain escrow release conditions, and without payment of additional consideration, one common share in the capital of Maribow (a "Maribow Common Share") and up to one common share purchase warrant (a "Maribow Warrant") exercisable for 24 months from the date of the issuance per Maribow Warrant.

Qualified Persons

The scientific and technical information contained in this press release has been reviewed, prepared and approved by Dean Fraser, P.Geo, who is a "Qualified Person" as defined by National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

Further Information

For further information regarding the proposed Transaction, please contact:

EV Technology Group
Kenny Choi
Tel: (416) 861-2262
E-mail: [email protected]

Maribow Minerals Inc.
Vincent Chen
Email: [email protected]

All information contained in this news release with respect to EVTG and Maribow was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular and/or filing statement to be prepared in connection with the Transaction, any information release or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; the terms and conditions of the proposed Offering; use of proceeds raised in the Offering, the proposed officers and directors of the Resulting Issuer; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Readers should not place undue reliance on the forward-looking statements and information contained in this news release. EVTG and Maribow assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The securities to be offered in the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SOURCE: EV Technology Group

View the original press release on ACCESS Newswire

T.Murray--SMC