Sterling Metals Announces Fully Allocated Private Placement of Units, Flow-Through Shares and Charity Flow-Through Units

Sterling Metals Corp. (SAG) announced a fully allocated non-brokered private placement raising up to $12,500,000 in aggregate gross proceeds. The offering is divided into three security classes: common shares on a flow-through basis priced at $0.66 per share; units priced at $0.60 per unit, each comprising one common share and one common share purchase warrant; and charity flow-through units priced at $0.93 per unit, each comprising one flow-through common share and one warrant. All warrants carry a $1.20 exercise price and expire two years from closing. A 5% cash commission is payable to eligible persons.

Net proceeds from the standard units will fund general working capital. Gross proceeds from the flow-through and charity flow-through units are strictly earmarked for eligible Canadian exploration expenses at the Soo Copper Project. The company must renounce these expenditures by December 31, 2026, to maintain the tax benefits for investors.

A 12-month contractual lock-up applies to all subscribers, alongside the standard four-month-plus-one-day statutory hold period. Insider participation is anticipated, triggering related-party transaction protocols under TSXV Policy 5.9 and MI 61-101. The company expects to rely on exemptions from formal valuation and minority shareholder approval, as insider participation is projected to remain below 25% of market capitalization. Closing requires TSX Venture Exchange approval and standard regulatory conditions.

Sterling Metals Corp. (SAG) has secured a $12.5 million capital raise that significantly extends its cash runway. With approximately $7.8 million in treasury as of June 30, 2026, the new capital brings total liquidity to roughly $20 million, directly addressing the explicit going concern warning in the H1 2026 MD&A. The financing ensures uninterrupted funding for the ongoing 2026 drill program, which has already completed 53 holes totaling over 22,000 meters, and covers the mandatory flow-through expenditure renunciations by year-end.

The offering price of $0.60 to $0.93 is substantially lower than the November 2025 private placement, which ranged from $1.50 to $2.30, reflecting the stock's 60%+ decline from its 52-week high. This pricing structure introduces meaningful near-term dilution. Additionally, the issuance of new warrants at a $1.20 strike price creates a long-term overhang; as the current market price trades well below the exercise price, immediate exercise pressure is reduced, though the structure signals management's long-term valuation target.

The capital raise is fully aligned with the company's stated 2026 exploration mandate. Proceeds are directed toward delineating the MEPS discovery and expanding the 2-kilometer mineralized footprint, a prerequisite for advancing toward a maiden mineral resource estimate. The financing serves as a follow-up to the company's aggressive drilling campaign and acquisition of QcX Gold, ensuring the operational timeline remains intact.

Sterling Metals Corp. (SAG) is a pre-revenue exploration company focused on critical minerals, primarily copper, with secondary exposure to gold, silver, and molybdenum. The company operates in Ontario, Canada, a Tier-1 jurisdiction that offers world-class infrastructure, rail access, and a supportive regulatory environment for critical minerals.

The company’s flagship asset is the Soo Copper Project, located in Northern Ontario near Sault Ste. Marie. The project sits at the junction of the Midcontinent Rift and the Kapuskasing Structural Zone, a region with a copper mining history spanning more than 150 years. Recent drilling has confirmed the MEPS Discovery as a broad, near-surface porphyry copper-molybdenum system with a 2-kilometer east-west strike. The system remains open in all directions.

Drill intercepts at MEPS include: * 206.2 meters at 0.28% CuEq * High-grade sub-intervals up to 0.98% CuEq

Sterling Metals is employing an aggressive winter drilling program that utilizes GeologicAI core scanning and VRIFY technology for rapid targeting. The company aims to transition from discovery to resource definition in 2026.

The Adeline Project is located in Labrador, Canada, within the Seal Lake Basin, a globally significant copper-uranium province. The project consists of newly staked claims with historical occurrences. Operations at Adeline are currently on hold pending capital allocation decisions.