Metallum Resources Enters Into Letter of Intent With Oneup Games to Complete a Business Combination

TORONTO, ONTARIO--(Marketwired - May 4, 2015) -

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Metallum Resources Inc. (TSX VENTURE:MRV) ("Metallum") is pleased to announce that it has signed a letter of intent (the "LOI") with 2315257 Ontario Inc. ("Holdco"), a corporation existing under the laws of Ontario, which is the holding company for its operating subsidiary OneUp Games, LLC (collectively, "OneUp Sports"). Holdco was incorporated on January 31, 2012. The LOI outlines the terms and conditions of the proposed business combination pursuant to which OneUp Sports will complete a reverse take-over of Metallum by the shareholders of OneUp Sports (the "Transaction"). The LOI was negotiated at arm's length and is effective as of May 1, 2015.

The LOI is to be superseded by a definitive merger, amalgamation or share exchange agreement (the "Definitive Agreement") to be signed on or before June 30, 2015 (or such other date as may be mutually agreed between Metallum and OneUp Sports). The Transaction is subject to requisite regulatory approval, including the approval of the TSX Venture Exchange (the "TSXV"), and is subject to a number of additional closing conditions, including the conditions described below. The legal structure for the Transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting matters.

Metallum is incorporated under the Business Corporations Act (Ontario) with its registered and head office in Toronto, Ontario. Metallum has 70,945,009 common shares outstanding and approximately $6.8 million in cash, a 12% promissory note of $238,262, and no debt. Since Metallum's decision to terminate exploration activities in Argentina, the board of directors has been conducting a strategic review of the direction of Metallum, which has resulted in the Transaction. The Transaction constitutes a "reverse take-over" as such term is defined in the policies of the TSXV and will be subject to the approval of Metallum shareholders. Metallum is a "reporting issuer" in the provinces of Ontario, British Columbia and Alberta.