Metal Energy Secures Strategic Backing from Centerra Gold in C$9.3 Million Capital Raise

• Metal Energy Corp. announces C$9.3 million financing through flow-through and common shares to fund NIV copper-gold-molybdenum project drilling
• Centerra Gold Inc. to become strategic shareholder with approximately 9.9% ownership following closing
• Financing comprises 8.88 million flow-through shares at C$0.73 and 6.2 million common shares at C$0.45, with no warrants or finder fees
• Funds allocated to 2026 maiden drill programme at NIV project in British Columbia's Toodoggone district
• Closing expected around 16 December 2025, subject to regulatory approvals

Metal Energy Corp. (TSXV:MERG) is a critical metals exploration company focused on copper and gold assets in Canada. The company's NIV project is a copper-gold-molybdenum property in British Columbia's Toodoggone district. Metal Energy also controls the Highland Valley copper-molybdenum project in British Columbia and holds an 85% interest in the Manibridge nickel-copper project in Manitoba.

$9.3 Million Financing Structure and Flow-Through Share Details

The financing consists of two components: approximately C$6.48 million through 8.88 million flow-through shares priced at C$0.73 each, and C$2.79 million via 6.2 million common shares at C$0.45 per share. Flow-through shares allow Canadian investors to claim tax deductions on eligible exploration expenditures conducted by the company.

The flow-through shares qualify under Canada's Income Tax Act as Canadian exploration expenses and flow-through critical mineral mining expenditures. Metal Energy will incur qualifying expenditures on its Canadian mineral properties by 31 December 2026, with renunciation to initial purchasers effective no later than 31 December 2025. British Columbia purchasers receive additional benefits through BC flow-through mining expenditure qualification.

The financing includes no warrants and no finder fees. All securities issued will be subject to a four-month-plus-one-day hold period in accordance with applicable securities laws.

Centerra Gold Strategic Investment and Ownership Position

Following completion of the offering, Centerra Gold Inc. (TSX:CG) is expected to own approximately 9.9% of Metal Energy's issued and outstanding common shares. Centerra is a Canadian-based gold mining company that owns and operates the Mount Milligan Mine in British Columbia and the Öksüt Mine in Turkey. The company also owns the Kemess property in British Columbia.

Stephen Stewart, Chairman of Metal Energy, commented on the transaction:

"We are pleased to welcome Centerra Gold as a strategic investor in Metal Energy. Centerra's involvement adds further technical depth to our work at NIV. Securing this financing from a respected industry leader with operational experience and regional presence through the Kemess asset underscores the effort our team has put in, to date."

Mr. Stewart also stated:

"This marks an important milestone for Metal Energy and positions us to focus on our core objective, which is advancing drilling and pursuing a meaningful discovery."

NIV Project 2026 Maiden Drill Programme Funding

Proceeds from the offering will be used to fund Metal Energy's 2026 maiden drill programme at its NIV copper-gold-molybdenum project in the Toodoggone district of British Columbia. According to the company, NIV is fully permitted with well-defined, drill-ready targets. The Toodoggone district is known for porphyry deposits.

The company states that the NIV project is fully permitted, meaning exploration activities can commence without additional regulatory approvals for the planned drill programme. The C$9.3 million raised through this financing is designated for the 2026 drilling campaign on the company's Canadian mineral exploration properties.

Metal Energy has not disclosed specific details about the number of drill holes, target depths, or the timeline for the maiden drill programme beyond the 2026 timeframe. The company commits to incurring qualifying expenditures by 31 December 2026 as part of the flow-through share requirements.

Looking Forward

The financing is expected to close on or about 16 December 2025, subject to satisfaction of customary closing conditions, including receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. Following closing, Centerra Gold will hold approximately 9.9% of Metal Energy's issued and outstanding shares. The company will then proceed with its 2026 maiden drill programme at the NIV project, with qualifying expenditures to be incurred by 31 December 2026.

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