THUNDER BAY, ON, April 17, 2026 /CNW/ - Errington Metals Corp. (formerly, Black Pearl Resources Corp.) (the "Company") is pleased to announce the completion of its previously announced go-public transaction involving Errington Metals Inc. ("Errington") and 1001474534 Ontario Inc. ("Subco"), a wholly-owned subsidiary of the Company (the "Transaction"). Trading in the Resulting Issuer Shares (as defined below) is expected to commence on the TSX Venture Exchange (the "TSXV") on or about April 22, 2026, under the ticker symbol "EM", subject to the issuance by the TSXV of its final bulletin in respect of the Transaction.

The Transaction

The Transaction was completed by way of a three-cornered amalgamation (the "Amalgamation") under the Business Corporations Act (Ontario) among the Company, Errington and Subco. Pursuant to the Amalgamation, Errington and Subco amalgamated to form a newly amalgamated entity named "Errington Metals Inc." ("Amalco"), and the Company acquired all of the issued and outstanding securities of Amalco, with the former holders of common shares of Errington (each, an "Errington Common Share") receiving one Resulting Issuer Share (as defined below) for each one Errington Common Share held immediately prior to the effective time of the Amalgamation and the former holder of special preferred shares of Errington receiving 9,317,797 Resulting Issuer Shares, being 19.9% of the issued and outstanding Resulting Issuer Shares at the effective time of the Amalgamation. In connection with the completion of the Transaction, all outstanding stock options of Errington were also replaced with equivalent stock options of the Resulting Issuer entitling the holders thereof to acquire Resulting Issuer Shares in lieu of Errington Common Shares.

The Company, as the issuer resulting from the Transaction (the "Resulting Issuer") is expected to carry on the business of Errington, being the mineral exploration and development of the Sudbury Basin Project (the "Project").

In connection with the Transaction, the Company issued an aggregate of 46,423,100 Resulting Issuer Shares, such that the Transaction resulted in the reverse takeover of the Company by the shareholders of Errington. After giving effect to the Transaction, the Consolidation (as defined below) and the Concurrent Financing (as defined below), there are an aggregate of 46,823,044 Resulting Issuer Shares issued and outstanding (on a non-diluted basis).

For further information regarding the Transaction, please see the filing statement of the Company dated March 31, 2026 (the "Filing Statement"), prepared in accordance with the requirements of the TSXV, as well as the technical report in respect of the Project with an effective date of December 31, 2025, copies of which are available under the Company's issuer profile on SEDAR+ at www.sedarplus.ca.

"This transaction marks an important inflection point for Errington Metals," said Matthew Gollat, President and Chief Executive Officer. "Becoming a public company is the result of a tremendous amount of hard work and dedication by our management team, advisors and employees, and I want to thank everyone who contributed to reaching this milestone. We are entering the public markets with a focused strategy, a high‑quality asset in a proven mining jurisdiction and the support of experienced strategic and financial shareholders. Our priority now is execution -advancing the Sudbury Basin Project efficiently and responsibly to create value for all stakeholders."

Name Change and Consolidation

Prior to the completion of the Transaction, on April 17, 2026, the Company effected (i) a consolidation (the "Consolidation") of its issued outstanding common shares (the "Common Shares") on the basis of approximately 22.878875 pre-Consolidation Common Shares for each one post-Consolidation Common Share, and (ii) a change of the Company's corporate name from "Black Pearl Resources Corp." to "Errington Metals Corp." (the "Name Change"). For the purposes of this news release, "Resulting Issuer Shares" means the Common Shares of the Company after giving effect to the Consolidation and Name Change.

Directors and Executive Officers

Following the completion of the Transaction, the directors and officers of the Resulting Issuer are as follows:

Please refer to the Filing Statement for additional information on, and the biographies of, each of the foregoing individuals. 

Escrow and Other Corporate Updates

In connection with the Transaction, an aggregate of 17,052,422 Resulting Issuer Shares and 2,350,000 stock options of the Resulting Issuer were deposited in escrow in accordance with the policies of the TSXV, in addition to 200,000 stock options of the Resulting Issuer being held in escrow pursuant to SSRR (as defined under the policies of the TSXV) restrictions. Please refer to the Filing Statement for additional information on the escrowed securities.

Additionally, in connection with the Transaction, Ernst & Young LLP has been appointed as the auditor of the Company, and the Company adopted a new 10% rolling omnibus incentive plan. The new CUSIP number for the Resulting Issuer Shares is 29602L104. The transfer agent of the Corporation continues to be TSX Trust Company.

Concurrent Financing

On March 19, 2026, Errington closed a private placement of an aggregate of 2,846,000 subscription receipts of Errington (the "Subscription Receipts") at a price of $1.25 per Subscription Receipt for aggregate gross proceeds to Errington of $3,557,500 (the "Concurrent Financing").

The Subscription Receipts were created and issued pursuant to the terms of a subscription receipt agreement dated March 16, 2026 (the "Subscription Receipt Agreement") among the Company, Errington, MDCP Securities Ltd. and TSX Trust Company, as subscription receipt agent. In connection with the closing of the Transaction and upon the satisfaction of certain escrow release conditions (as specified in the Subscription Receipt Agreement), each Subscription Receipt automatically converted, without payment of additional consideration or further action by the holders thereof, into one Errington Common Share. Pursuant to the Transaction, each outstanding Errington Common Share was immediately exchanged for one Resulting Issuer Share for no additional consideration and without any further action by the holders thereof.

MDCP Securities Ltd. (the "Agent") acted as sole agent and bookrunner in connection with the Concurrent Financing. The Concurrent Financing was completed pursuant to an agency agreement dated March 19, 2026 among the Company, Errington and the Agent.

Early Warning Disclosure

Following the Transaction, Glencore Canada Corporation ("Glencore Canada"), has beneficial ownership of, or control or direction over, 9,317,797 Resulting Issuer Shares, representing approximately 19.9% of the issued and outstanding Resulting Issuer Shares on a non-diluted basis. Prior to the completion of the Transaction, Glencore Canada did not hold any securities of the Company (formerly, Black Pearl Resources Corp.).

All Resulting Issuer Shares issued in connection with the closing of the Transaction, including those issued to Glencore Canada, were issued at a deemed issue price of $1.25 per Resulting Issuer Share (being the offering price of the Concurrent Financing).

Glencore Canada acquired the Resulting Issuer Shares for investment purposes and will continue to monitor the business, prospects, financial condition and potential capital requirements of the Company. Depending on its evaluation of these and other factors, Glencore Canada may from time to time in the future decrease or increase its direct or indirect ownership, control or direction over securities of the Company through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in (a) through (k) of Form 62-103F1 – Required Disclosure Under the Early Warning Requirements.

The Resulting Issuer Shares beneficially owned or controlled by Glencore Canada are subject to escrow pursuant to the policies of the TSXV and an escrow agreement among the Resulting Issuer, TSX Trust Company, and certain other securityholders of the Resulting Issuer. Please refer to the Filing Statement for additional information on the escrowed securities.

Glencore Canada and Errington are also party to an investor rights agreement dated April 30, 2025, pursuant to which Glencore Canada is entitled to certain customary investor rights, provided that it maintains a certain ownership threshold in the Resulting Issuer. Among other things, the investor rights agreement provides Glencore Canada with (i) the right to designate one director for appointment to the board of directors of the Resulting Issuer, (ii) pre-emptive, top-up and other anti-dilution rights, (iii) rights with respect to any non-equity financing proposed to be undertaken by the Resulting Issuer, and (iv) "piggyback" registration rights.

Glencore Canada's address is 100 King Street West, Suite 6900, P.O. Box 403, Toronto, Ontario, Canada, M5X 1E3.

For the purposes of this news release and early warning disclosure, the pro forma number and percentage of outstanding Resulting Issuer Shares owned and controlled by Glencore Canada following completion of the Transaction is based on 46,823,044 outstanding Resulting Issuer Shares following the completion of the Transaction.

This portion of this news release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. An early warning report will be filed by Glencore Canada under the Company's issuer profile on SEDAR+ (www.sedarplus.ca). Persons who wish to obtain a copy of the early warning report to be filed by Glencore Canada may obtain a copy of such report from www.sedarplus.ca or by contacting Peter Fuchs at +1 416-305-9273 or peter.fuchs@glencore.ca.

About Errington Metals Corp.

Errington Metals Corp. is a focused exploration and development company specializing in critical and precious metals. The Company is advancing its high‑grade volcanogenic massive sulphide ("VMS")–style Sudbury Basin Project, located in the heart of the world‑renowned Sudbury mining district. While the camp is best known for its copper‑nickel‑PGE deposits, the VMS potential of the Sudbury Basin has historically been underexplored. Errington Metals believes this underappreciated opportunity positions the district as highly prospective for new, high‑quality VMS discoveries.

In 2026, the Company plans to undertake a 40,000‑metre drill program designed to support an initial mineral resource estimate.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this news release contains forward-looking statements concerning the timing of the trading of the Resulting Issuer Shares on the TSXV and the proposed business of the Resulting Issuer, the Project, and the Company's ability to obtain final exchange approval of the Transaction. Forward-looking statements are inherently uncertain, and the actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company, including expectations and assumptions concerning the Company and the Project. Readers are cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. Readers are further cautioned not to place undue reliance on any forward-looking statements, as such information, although considered reasonable by the management of the Company at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Additional information, including risks relating to the Transaction as well as risks facing the Company, are outlined in the Filing Statement prepared in connection with the Transaction.

The forward-looking statements contained in this news release are made as of the date of this news release and are expressly qualified by the foregoing cautionary statement. Except as expressly required by securities law, the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE Errington Metals Corp.