Metallum Resources Enters Into Arrangement Agreement With OneUp Games

TORONTO, ONTARIO--(Marketwired - July 28, 2015) -

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Metallum Resources Inc. (TSX VENTURE:MRV) ("Metallum") is pleased to announce that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with 2315257 Ontario Inc. ("Holdco"), the holding company for its operating subsidiary OneUp Games, LLC (collectively, "OneUp Sports"), pursuant to which Metallum and Holdco have agreed to complete the business combination (the "Transaction") initially described in Metallum's press release of May 4, 2015 by way of an amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario) resulting in the formation of a new company which will carry on the business of OneUp Sports ("Amalco"). The Arrangement Agreement will be made available on SEDAR at www.sedar.com.

About the Transaction

Metallum will hold an annual and special meeting of its shareholders as soon as practicable to approve, among other things, (i) the Amalgamation; (ii) a change in the name of Metallum from "Metallum Resources Inc." to "OneUp Sports Inc." or such other name as is agreed to by Metallum and Holdco; (iii) a consolidation of the common shares of Metallum on the basis of one (1) post-consolidation Metallum common share for every six (6) pre-consolidation common shares of Metallum; (iv) the appointment of the proposed directors for Amalco; and (v) a stock option plan for Amalco. Details regarding the annual and special meeting of the shareholders of Metallum will be available in a management information circular (the "Circular").

The Circular is expected to be a joint circular with Holdco, which will also be delivered to the shareholders of Holdco in connection with the Holdco meeting of its shareholders to be held to approve the arrangement (the "Arrangement") of Holdco contemplated under the Arrangement Agreement.

Immediately after completion of the Transaction, on a non-diluted basis and after giving effect to the Metallum consolidation, but prior to taking into account the financings described below, it is currently expected that the shareholders of Metallum will own approximately 11,824,167 common shares of Amalco and the shareholders of Holdco will own approximately 77,586,395 common shares of Amalco.