Metal Energy Secures Strategic Investment from Major Mining Companies

• Metal Energy closed C$9.25 million financing with Centerra Gold and Teck Resources, with no warrants issued or finder's fees paid
• Centerra Gold and Teck Resources each hold approximately 9.9% of issued and outstanding common shares following the transaction
• Investor rights agreements provide both investors with participation and top-up rights to maintain ownership above 5%
• Proceeds allocated to fund 2026 maiden drill programme at NIV copper-gold-molybdenum project in British Columbia
• Financing comprised 8.884 million flow-through shares at C$0.729 and 6.2 million common shares at C$0.45

Metal Energy Corp. (TSXV: MERG, OTCQB: MEEEF) is a Canadian exploration company focused on critical metal projects. The company controls three exploration properties: the NIV copper-gold-molybdenum project in British Columbia's Toodoggone District, the Highland Valley copper-molybdenum project in British Columbia, and the Manibridge nickel-copper-cobalt project in Manitoba. The NIV project holds full permits and has drill-ready targets.

Strategic Financing Completion and Major Shareholder Participation

Metal Energy closed the financing on 17 December 2025, raising C$9.25 million through 8.884 million premium flow-through shares at C$0.729 per share and 6.2 million common shares at C$0.45 per share. The transaction included no warrants and no finder's fees. All securities are subject to a statutory hold period of four months plus one day from closing.

Centerra Gold and Teck Resources each acquired approximately 9.9% of the company's issued and outstanding common shares through the financing.

Chairman Stephen Stewart stated:

"Centerra's and Teck's investment provides important validation and should draw broader market attention to Metal Energy. NIV is a rare project where geological, geochemical, and geophysical data align. That convergence explains why two major mining companies have chosen to substantially fund our exploration."

Mr Stewart added:

"We believe the undrilled targets at NIV are among the most prospective in British Columbia in recent years, and Metal Energy plans to drill them in 2026. While still early, we hope to deliver a discovery that justifies the long-term stewardship of this asset."

Investor Rights Agreements and Ownership Structure

Metal Energy entered into investor rights agreements with both Centerra Gold and Teck Resources concurrent with the closing. The agreements are on substantially the same terms and grant each investor participation rights and top-up rights. These rights allow Centerra and Teck to maintain their respective pro-rata ownership in the company, provided their ownership remains greater than 5% of the shares on a non-diluted basis.

The 9.9% ownership level positions both companies as substantial shareholders whilst remaining below the 10% threshold that triggers certain early warning reporting requirements under Canadian securities law. Neither investor holds a dominant position relative to the other, as both acquired identical ownership percentages.

The investor rights agreements provide Centerra and Teck the option to maintain their ownership percentages in future financings. The participation and top-up rights protect against dilution as the company raises additional capital. These provisions remain in effect as long as each investor's ownership exceeds the 5% threshold.

2026 NIV Drill Programme Funding and Use of Proceeds

The financing proceeds have been specifically allocated to advance Metal Energy's exploration activities, with particular focus on the maiden drill programme planned for 2026 at the NIV project. Under the flow-through share structure, C$6.477 million in gross proceeds from the premium flow-through shares must be deployed on qualifying exploration expenditures by 31 December 2026. These expenditures will qualify as Canadian exploration expenses, flow-through critical mineral mining expenditures, and for British Columbia investors, BC flow-through mining expenditures, providing tax benefits to the flow-through subscribers.

The NIV project represents the centrepiece of Metal Energy's near-term exploration strategy. Located in British Columbia's Toodoggone District, the project benefits from full permitting and well-defined, drill-ready targets for copper, gold and molybdenum mineralisation. Stewart described the undrilled targets at NIV as among the most prospective in British Columbia in recent years, noting the alignment of geological, geochemical and geophysical data. The maiden drill programme will test these targets for the first time, representing a significant value inflection opportunity for shareholders.

Beyond the NIV drilling programme, proceeds from the common share portion of the financing will support general corporate purposes, providing working capital flexibility. The flow-through structure demonstrates Metal Energy's ability to access premium pricing for exploration-focused capital, as investors paid C$0.729 per flow-through share compared to C$0.45 for regular common shares. This 62% premium reflects the tax advantages associated with flow-through shares and the market's willingness to fund Canadian mineral exploration at favourable rates. The financing positions Metal Energy with sufficient capital to execute its 2026 exploration plans without near-term financing pressure, allowing management to focus on operational execution and discovery potential.

Next Steps and Milestones

The transaction remains subject to final approval from the TSX Venture Exchange. Metal Energy plans to commence its maiden drill programme at the NIV project in 2026, once field conditions permit. The company must incur the qualifying expenditures from flow-through proceeds by 31 December 2026 and will renounce these expenses to flow-through subscribers with an effective date no later than 31 December 2025.

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