MERIDIANA Capital Group GmbH (Letter of Intent)
Location
Central & Northern Norway
Project Owner
Resulting Issuer
Stage
Brownfield / Greenfield
Operator
Resulting Issuer
Deposit type(s):
High-Grade Hydrothermal Polymetallic Vein / VMS / Skarn
Teako's Economic Interest
10% Free Carry
Size
405 km2
Primary Metals
Silver
Secondary Metals
Zinc, Copper
Teako announced on July 8, 2026 that it had entered into a non-binding Letter of Intent (“LOI”) with MERIDIANA Capital Group GmbH (“MERIDIANA”) dated July 8, 2026, outlining the framework for a recapitalization transaction resulting in the creation of a German-listed silver-focussed 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% interest in seven (7) 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 EUR 3,600,000 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 EUR 100,000 in cash and EUR 3,500,000 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 twelve 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 twelve 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 focussed silver exploration vehicle with a substantial Norwegian asset base. Teako will retain exposure to future project development through its retained 10% 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% interest in seven (7) strategic Norwegian silver projects: Kvittinden, Husvika, Sund, Leland, Greipfjellet, Hyllvatnet and Vinterskard (the “Projects“), 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 7 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 €3,500,000 (approximately C$5,660,000) upon closing of the transaction, which is expected to represent approximately 38.4% of the outstanding shares of the Resulting Issuer at closing.
- Cash Payment: Teako shall also receive a cash payment of €100,000 (approx. C$160,000) payable upon closing.
- 10% Free Carried Interest: Teako will retain a 10% beneficial ownership interest in each of the Projects, carried until the point of a Final Investment Decision (“FID”) 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
Terms of the LOI
Pursuant to the LOI, Teako and MERIDIANA have agreed to use their commercially reasonable efforts to enter into a definitive contribution agreement (the “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% free carried ownership interest (the “Free Carry”) until FID in each of the Projects. If at any time the Resulting Issuer makes a FID to commence commercial production on the Projects or a Project, Teako and the Resulting Issuer shall form a joint venture (the ”JV”) pursuant to a definitive joint venture agreement (the “Joint Venture Agreement”). Upon FID, the Resulting Issuer will be responsible for sourcing funding 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 €2,250,000 (approximately C$3,650,000) on the Projects following closing on the following schedule:
| Timeline (Post Closing) | Minimum Exploration Expenditure |
| By 1st Anniversary | €500,000 |
| By 2nd Anniversary | €750,000 |
| By 3rd Anniversary | €1,000,000 |
| Total Commitment | €2,250,000 |
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.
Overview of the projects within the Letter of Intent


