Black Pearl Shareholders Approve Transformative Errington Metals Takeover

VANCOUVER, BC – April 09, 2026 – Shareholders of Black Pearl Resources Corp. have decisively approved a series of resolutions paving the way for a reverse takeover (RTO) by Errington Metals Inc., a transaction poised to fundamentally reshape the company's future. The approvals, granted during a special meeting held today in Vancouver, signal strong investor support for a strategic pivot from general exploration to the focused development of a high-grade critical and precious metals project in Ontario.

While the shareholder vote marks a critical milestone, the transformational deal remains conditional. All approved changes, including a complete overhaul of the board of directors and the adoption of a new incentive plan, are contingent upon the successful completion of the RTO, which is still subject to significant regulatory hurdles, most notably final acceptance from the TSX Venture Exchange.

A Strategic Pivot to the Sudbury Basin

The transaction effectively merges Black Pearl, an exploration mining company, with the operations and assets of Errington Metals. Upon completion, the combined entity will carry on Errington's business, which is centered on advancing its flagship Sudbury Basin Project. This move represents a significant strategic shift, focusing the company's resources on a specific, high-potential asset in one of the world's most prolific mining jurisdictions.

The Sudbury Basin Project, located approximately 25 kilometers from Greater Sudbury, targets volcanogenic massive sulphide (VMS) style deposits rich in copper, zinc, lead, gold, and silver. While the district is globally renowned for its nickel and copper deposits, Errington Metals is capitalizing on what it sees as an underexplored opportunity for VMS-type mineralization. The project encompasses two primary mineralized centers, Errington and Vermillion, both of which have historical significance and remain open for expansion.

Errington Metals, which acquired the property in 2025, has been aggressive in its exploration efforts. The company has already initiated a drill program exceeding 45,000 meters and has outlined plans for an additional 40,000-meter program in 2026. The goal of this intensive work is to establish a compliant mineral resource estimate and test new regional targets, moving the project from a historical prospect toward a defined asset. The RTO is being conducted alongside a brokered private placement of up to C$3.5 million to fund these ambitious exploration and development activities.

New Leadership and Governance Overhaul

Reflecting the new operational focus, shareholders approved a complete refresh of the company's leadership and governance structure, effective upon the closing of the RTO. The board of directors will be expanded from three to five members, with a new slate of nominees elected to guide the company forward.

The incoming board features a blend of deep industry and capital markets expertise. Key among the new directors are Don Duval and Jens Mayer. Duval, recently the CEO of NORCAT, a global leader in mining technology and innovation services, brings over two decades of experience in Canada's innovation ecosystem. His background in advancing technology adoption in mining and his senior roles at MaRS Discovery District and Deloitte position him as a strategic leader for the new entity. Mayer is a veteran mining investment banker with over 20 years of experience, having served as Head of Investment Banking at Canaccord Genuity, where he was instrumental in its growth. His extensive M&A advisory experience will be critical as the company navigates its next phase of development and financing. The new board will also include Matthew Gollat, Steve Filipovic, and Rono Sinha.

In addition to the new board, shareholders approved the appointment of Ernst & Young LLP as the company's auditor post-RTO, replacing the current auditor, DCML LLP. Furthermore, an Omnibus Incentive Plan was approved, reserving up to 10% of the company's outstanding shares for stock options and other equity-based awards. Such plans are standard practice for attracting and retaining top-tier talent, but the "rolling" nature of the 10% reserve means it will apply to the outstanding share count as it changes over time, signaling a potential for future shareholder dilution in exchange for incentivizing performance.

The Conditional Path Forward

Despite the overwhelming shareholder support, officials and company filings emphasize that the deal is not yet final. The resolutions passed at the special meeting are all conditional upon the RTO's completion, which itself hinges on several external factors. The most significant condition is receiving final acceptance from the TSX Venture Exchange. An RTO is a complex transaction that the exchange treats with the same level of scrutiny as an initial public offering, requiring the resulting company to meet all original listing requirements.

The company's press release and public filings contain standard but important cautionary language, stating, "There can be no assurance that the Errington RTO will be completed as proposed or at all." This underscores the inherent risks in such transactions and the regulatory processes that must be successfully navigated before the new corporate structure can take effect.

Until the RTO is finalized, Black Pearl will continue to operate under its existing structure. Shareholders at the meeting also approved annual matters for the fiscal year ended December 31, 2024, which included the re-election of the current three-person board consisting of Hashim Ahmed, Denis Silva, and Stephen (Scott) Dunlop. This current board and auditor will remain in place to steer the company through the transitional period, ensuring continuity until the transformative merger with Errington Metals is either successfully completed or terminated.