Mr. Sven Gollan reports
TEAKO SIGNS LETTER OF INTENT FOR STRATEGIC CONTRIBUTION OF 90% INTEREST IN NORWEGIAN HIGH-GRADE SILVER PROJECTS
Teako Minerals Corp. has entered into a non-binding letter of intent with Meridiana Capital Group GmbH dated July 8, 2026, outlining the framework for a recapitalization transaction resulting in the creation of a German-listed silver-focused exploration company through the combination of certain of Teako's Norwegian silver projects and a portfolio of German-sponsored exploration projects.
Pursuant to the proposed transaction structure, Teako shall contribute a 90-per-cent interest in seven strategic Norwegian silver projects to a newly formed Norwegian subsidiary to be established by Teako (NewCo). All of the issued and outstanding shares of NewCo will subsequently be contributed for consideration equal to 3.6 million euros to a German-listed company identified by Meridiana, which is ultimately expected to be renamed, and referred to herein as the resulting issuer. The consideration payable to Teako shall consist of 100,000 euros in cash and 3.5 million euros in common equity of the resulting issuer. Concurrently with Teako's contribution of the NewCo shares to the resulting issuer, Meridiana or an affiliate will contribute all of the issued and outstanding shares of a separate Norwegian exploration company holding a portfolio of 12 silver exploration projects to the resulting issuer in exchange for common equity of the resulting issuer.
The proposed transaction is intended to establish a dedicated silver exploration platform combining Teako's Norwegian silver portfolio with Meridiana's additional 12 projects under a German public company structure. The parties believe that the transaction has the potential to enhance access to capital markets to accelerate exploration on the contributed projects while creating a focused silver exploration vehicle with a substantial Norwegian asset base. Teako will retain exposure to future project development through its retained 10-per-cent interest in the projects and ownership interest in the resulting issuer. Teako is also expected to become the preferred provider of Norwegian exploration services (on standard commercial terms) to the resulting issuer going forward.
Highlights:
- Creation of a German listed pure play silver explorer: Teako has agreed to contribute a 90-per-cent interest in seven strategic Norwegian silver projects: Kvittinden, Husvika, Sund, Leland, Greipfjellet, Hyllvatnet and Vinterskard, and Meridiana has agreed to contribute a further 12 silver projects, to an existing publicly listed entity, which, upon completion of the proposed transactions, will be the resulting issuer. The resulting issuer will be a Germany-listed silver-focused Norwegian exploration company.
- Retained strategic upside: The transaction will allow Teako to further crystallize value from its Norwegian portfolio while maintaining significant exposure to future discoveries through both an equity ownership in the resulting issuer and retained direct interests in the seven silver projects.
- Equity position: Teako will be issued such number of fully paid common shares in the capital of the resulting issuer having an aggregate value of 3.5 million euros (approximately $5.66-million) upon closing of the transaction, which is expected to represent approximately 38.4 per cent of the outstanding shares of the resulting issuer at closing.
- Cash payment: Teako shall also receive a cash payment of 100,000 euros (approximately $160,000) payable upon closing.
- Ten-per-cent free carried interest: Teako will retain a 10-per-cent beneficial ownership interest in each of the projects, carried until the point of a final investment decision on the projects.
- Work commitments: To ensure advancement of the projects, the parties have agreed to cause the resulting issuer to use its best efforts to conduct minimum aggregate expenditures of 2.25 million euros (approximately $3.65-million) within three years of the closing. These commitments are to be incurred in aggregate across the projects as outlined in further detail below.
Terms of the letter of intent
Pursuant to the LOI, Teako and Meridiana have agreed to use their commercially reasonable efforts to enter into a definitive contribution agreement within 90 days. Completion of the proposed transaction and the successful listing of the resulting issuer shares issuable to Teako remain subject to a number of conditions, including formation of NewCo, preparation of valuation and business plan materials, and certain regulatory and exchange approvals in Germany.
Teako will retain a 10-per-cent free carried ownership interest until an FID in each of the projects. If at any time the resulting issuer makes an FID to commence commercial production on the projects or a project, Teako and the resulting issuer shall form a joint venture pursuant to a definitive joint venture agreement. Upon FID, the resulting issuer will be responsible for sourcing financing to bring the projects or the project into production, and Teako shall not be responsible for any costs of establishing the JV or financing the projects until commercial production has commenced.
The LOI also provides Teako with certain anti-dilution protections so that any financing of the JV will not impact Teako's free carry prior to the point of commercial production. After the commencement of commercial production, all joint venture interest holders will participate in the costs and distributions of the joint venture pro rata. Dividends or distributions will start to be distributed to the parties after any financing loans made to the JV are paid off from the revenues from the production. Teako shall have no parent obligations for repayment in the event the mine is closed prior to final repayment of any such loan(s).
The agreement shall contain a commitment by the resulting issuer to use its best efforts to incur work commitments of not less than 2.25 million euros (approximately $3.65-million) on the projects following closing on the following schedule.
The resulting issuer will establish its own dedicated team of personnel. In addition, Teako may be engaged on an as-needed basis to provide exploration services in Norway and other services to the resulting issuer on customary commercial, arm's-length terms at market rates.
About the projects
The seven projects that will be contributed by Teako under the LOI are all 100 per cent owned by Teako and are all located within highly prospective belts for the discovery of high-grade polymetallic and silver deposits in central and northern Norway.
Husvika project
Located in the Nordland region of northern Norway, the Husvika project consists of seven licence claims (covering a total area of 48,5 square kilometres), and benefits from exceptional infrastructure, including the Husvika port. Historic mining and modern exploration data, including rock chip sampling undertaken by the Norwegian Geological Survey, indicate the potential for high-grade polymetallic skarn-type mineralization with strong silver enrichment and district-scale exploration potential.
At the centre of the project lies the historic Husvika zinc-lead-silver deposit, where previous mining campaigns between 1897 and 1951 reported extraction of an estimated 8,000 tonnes of ore from several high-grade lenses distributed along a 1.5-kilometre mineralized trend (Torgersen, 1928). Mineralization occurs within broadly north-south-trending skarn-hosted sulphide systems containing sphalerite, galena and silver and with a cumulative strike length exceeding five kilometres (Birkeland and Bjorlykke, 1993). The broader Husvika district hosts numerous historic workings, including the Hilda mine, Nordre Sivertsen, Sondre Sivertsen, Lille Hatten and several satellite occurrences distributed along the mineralized corridor.
This widespread mineralization demonstrates possible continuity and scale of the system throughout the project area. Importantly, historical geophysical surveys identified conductive anomalies at depth beneath the southern part of the project area, suggesting the potential for mineralization extensions below historically mined levels (NGU report BV4058, 1974). Historical exploration also identified multiple gold anomalies in stream sediment surveys proximal to the main lead-zinc-silver mineralization, highlighting the potential for additional precious metal enrichment within the district (BP Minerals, 1984).
Kvittinden and Greipfjellet projects
Kvittinden project
The Kvittinden project is a polymetallic target opportunity located in Nordland county, Norway. The project consists of 27 licence claims (covering 220 square kilometres) and benefits from excellent regional infrastructure, including established forestry and access roads, proximity to a local airport, and connectivity to a deepwater port and regional airport in Mosjoen. Kvittinden sits within highly prospective metasedimentary and metavolcanic rocks, which host multiple styles of mineralization, including volcanogenic massive sulphide, Mississippi Valley-type and skarn mineralization.
Historical exploration by major Scandinavian mining groups including Boliden and LKAB identified high-grade mineralized boulders across the property with maximum silver-lead grades of 423 grams per tonne Ag and 30 per cent Pb (Lilljequist, 2014). The NGU also sampled outcrops in the area which have presented grades to 132 g/t Ag and up to 10 per cent Zn, highlighting the polymetallic nature of this area. The mineralized boulder locations are consistent with ice flow directions and extend over approximately 10 km, suggesting the presence of a significant undiscovered bedrock source (Acosta-Gongora et al., 2024) with mineralized horizons at Tverrelva (up to 9.3 per cent Zn) being strong source candidates.
More recent work by Scandinavian Resources advanced the understanding of the region through airborne electromagnetic (VTEM) and magnetic surveys alongside diamond drilling campaigns (Forslund, 2011, and Hannans, 2012). Teako has since acquired and reprocessed the VTEM data set using modern Maxwell plate modelling, significantly refining the project's drill targeting capability with identification and assessment of 49 conductive Maxwell plates. Of these, 15 occur within prospective greenstones along the Tverrelva trend and are considered high-priority VMS targets. With strong infrastructure, compelling historical exploration results, modern geophysical targeting and district-scale polymetallic potential, the Kvittinden project represents a highly prospective exploration asset within Norway's emerging critical mineral sector.
Greipfjellet project
The Greipfjellet project is also located in Nordland county, Norway. The project consists of 10 licence claims (covering 92 square kilometres) and also benefits from excellent regional infrastructure, including local roads, airport access and proximity to a deepwater port in Mosjoen. Previous work includes a VTEM airborne geophysical survey completed by Scandinavian Resources AB in 2010 and regional till sampling conducted by the NGU. Teako has acquired and reprocessed the historical VTEM data set to improve target definition and refine exploration priorities. Maxwell plate modelling by Geotech Airborne Ltd. identified 49 conductive plates across the area, many of which reside in the Greipfjellet licence area, several of which are located within prospective greenstone and felsic volcanic units considered favourable for VMS mineralization. These targets represent priority areas for future exploration and possible drill testing.
Geologically, the project area is composed primarily of rocks known to host base metal mineralization, and similarities have been drawn with deposits such as Stekenjokk in Sweden and Bathurst in Canada. Geological and FDEM geophysical trends highlight indications that prospective geology may extend from the Swedish border hosting the Stekenjokk deposit into the Greipfjellet licences. Work undertaken by the NGU (Acosta, 2024) has highlighted prospectivity across this region, with prospectivity for both precious and base metals noted across the licence area.
Hyllvatnet project
The Hyllvatnet project comprises a single licence claim (covering 10 square kilometres) and is situated north of Trondheimsfjorden, about 40 km north of the city of Trondheim. The project hosts three historical mineral occurrences along the contact between Paleoproterozoic migmatitic gneiss and younger metasedimentary rocks and greenstones of the Seve Nappe, partly characterized by elevated precious and base metal grades. The area benefits from excellent infrastructure, including direct road access through public and local forestry roads/hiking trails, as well as proximity to shipping facilities in Trondheim and the international airport at Stjordal. Assay results from the NGU database exist for 14 samples collected across the mineral occurrence sites with grades averaging 133 g/t silver and 1.94 per cent copper and values reaching 248.6 g/t Ag, 6.2 per cent Cu and 0.67 per cent molybdenum (Geo.ngu.no, 2026). The NGU has also reported geophysical (induced polarization) anomalies along the lithological contact. This, coupled with the notable surface grade data, highlights the prospectivity of the project.
Sund and Leland projects
Sund project
The Sund project consists of two licence claims (covering 15 square kilometres) and is located in Nordland, Norway, about 15 km east of Sandnessjoen and hosts the historic Ladingen trench (1930s), known for its silver and base metal grades. The area's geology comprises marble interlayered with mica schist and gneiss, with proximal Caledonian granite intrusions. A five-metre-long adit exposes an approximately 10-centimetre quartz vein with galena, arsenopyrite and minor pyrite. The vein reportedly extends several metres along strike before disappearing beneath overburden on the shoreline. NGU sample assays (Geo.ngu.no, 2026) show elevated lead and silver in samples from the vein, with up to 2.13 per cent lead and 489 g/t silver.
Leland project
Teako's Leland project is located in Nordland county and consists of two licence claims covering 8.7 square kilometres. The project lies 17 km northeast of Sandnessjoen covering the historic Leirfjord lead-zinc-silver occurrences. Mineralization occurs as massive galena-sphalerite (plus or minus pyrrhotite) bodies hosted within calcitic marble of a Cambro-Silurian metasedimentary sequence situated adjacent to the Caledonian Lifjell granodiorite. The mineralization is structurally controlled and remobilized into fold hinges and marble-schist contacts. At the historical main Smorasen pit, mineralization occurs in three lenses, and a one-metre-thick zone has been identified at Smahaugene.
Historical work includes mining in the 1880s to 1930s and an NGU exploration program in 1974 involving mapping, soil sampling and very low frequency geophysics (Cramer, 1974). Rock chip samples over the areas from the NGU have returned assay grades up to 264 g/t silver, 10 per cent zinc and 16 per cent lead (NGU, 2015). Lead isotope data collected for a series of deposits throughout the region by the University of Oslo have linked the Leirfjord mineralization with other deposits in the region, and studies have confirmed skarn-style mineralization (Birkeland, 1993). Leirfjord has been classified as a Husvika type, and sits within a cluster of deposits including Husvika, Leirfjord, Langkilen and Svenningdale. Lead isotopes for these deposits overlap with the regionally significant Bindal batholith and the Caledonian of the Scandinavian massive sulphide deposits.
Vinterskard project
The Vinterskard project is a polymetallic exploration project measuring 10 square kilometres in size, with notable precious metal grades located in the Grane municipality of Nordland, representing an exciting opportunity to fully investigate this precious metal potential. Situated approximately 18 km from Trofors, the site benefits from excellent infrastructure, lying in close proximity to the E6 highway and local railway line, and is a mere 1.2 km from the nearest road. The regional geology is characterized by quartz-diorite units within the Helgeland Nappe complex, and the project is highlighted by the Skjerphaugen occurrence, a hydrothermal vein system reported to be approximately 0.7 metre in thickness. Waste rock material contains disseminated galena and bands of nearly massive arsenopyrite locally reaching three to four centimetres in thickness. Historical NGU sampling has yielded significant high-grade results, with assays returning up to 29.08 g/t Au, 193.2 g/t Ag and 2.97 per cent Pb (29,733 parts per million) (Geo.ngu.no, 2026). Furthermore, the quartz vein material returned up to 0.12 per cent cobalt, presenting an additional target, yet to be fully assessed. Vinterskard currently remains largely untested by modern exploration, although with compelling historical high-grade gold, silver and polymetallic results.
Qualified persons and disclosure statement
The technical information presented in this news release has been prepared in accordance with Canadian regulatory requirements as set out in National Instrument 43-101 (Standards of Disclosure for Mineral Projects), and reviewed and approved by Dr. Eric Roth, a non-executive director of Teako, a qualified person under NI 43-101. Dr. Roth holds a PhD in economic geology from the University of Western Australia, is a fellow of the Australian Institute of Mining and Metallurgy (AusIMM), and is a fellow of the Society of Economic Geologists. Mr. Roth has over 35 years of experience in international mineral exploration and mining project evaluation.
About Teako Minerals Corp.
Teako is a Vancouver-based mineral exploration company committed to acquiring, exploring and developing mineral properties in Norway, focusing on critical metals such as copper and zinc in massive sulphides. By leveraging leading-edge exploration technologies and strategic partnerships, Teako aims to address the growing demand for essential minerals while generating value for shareholders and stakeholders alike.
Teako, within its Norwegian project hub, owns 100 per cent over 60 projects, and holds a 10-per-cent economic interest in the four rare earth elements projects owned by Fritzoe Skoger AS and a 10-per-cent non-dilutive free carried ownership interest in five copper, gold and silver projects owned by Nordic Minerals AS, a wholly owned subsidiary of United Minerals Australia Pty. Ltd. as further described on the company's website.
Teako's project hub, including the Lokken, Venna and Tynset main projects, covers an extensive land package prospective for copper, cobalt, zinc, gold, silver, platinum group elements, uranium, antimony, molybdenum, tungsten and rare earth elements. The project hub strategy was initially developed from the company's first-mover advantage in-country, leveraging both technical skill and strong local community engagement to acquire and advance groups of both core and non-core assets. Core assets such as the Lokken, Venna and Tynset projects remain integral to the company's self-financed exploration programs whereas the company aims to retain exposure to exploration success on non-core assets through securing deals with strong partners. These deals, if secured, are intended to potentially bring in capital and/or continuing cash flow, retain upside exposure and reduce overall risk, thereby strengthening Teako's foundation.
We seek Safe Harbor.
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