Metal Energy arranges $9.3-million financing

Mr. Stephen Stewart reports METAL ENERGY ANNOUNCES $9.3 MILLION FINANCING; CENTERRA GOLD TO BECOME A STRATEGIC SHAREHOLDER Metal Energy Corp. intends to complete a financing for aggregate gross proceeds of up to $9.3-million, consisting of approximately: (i) 8.88 million common shares to be issued on a premium flow-through basis at a price of 73 cents per FT share; and (ii) 6.2 million common shares at a price of 45 cents per share. Proceeds from the offering will be used to finance Metal Energy's 2026 maiden drill program at its NIV copper-gold-molybdenum project in the Toodoggone district of British Columbia, where NIV is fully permitted with well-defined, drill-ready targets. The FT shares will qualify as flow-through shares within the meaning of the Income Tax Act (Canada). An amount equal to the gross proceeds from the issuance of the FT shares will be used to incur, on the company's Canadian mineral exploration properties, eligible resource exploration expenses that will qualify as (i) Canadian exploration expenses (as defined in the tax act), (ii) flow-through critical mineral mining expenditures (as defined in Subsection 127(9) of the tax act), and (iii) B.C. flow-through mining expenditures for purchasers in British Columbia. The qualifying expenditures, in an aggregate amount not less than the gross proceeds raised from the issuance of the FT shares, will be incurred on or before Dec. 31, 2026, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2025. In the event that the company is unable to renounce the full issue price of the FT shares on or prior to Dec. 31, 2025, and/or if the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each initial purchaser for the additional taxes payable by such subscriber to the extent permitted by the tax act as a result of the company's failure to renounce the qualifying expenditures as agreed. Closing of the offering is expected to occur on or about Dec. 16, 2025, subject to the satisfaction of customary closing conditions, including receipt of all necessary regulatory approvals and acceptance of the TSX Venture Exchange. All securities issued in connection with the offering will be subject to a hold period of four months plus one day in accordance with applicable securities laws. No warrants will be issued, and no finders' fees are payable, in connection with the offering. Strategic investment by Centerra Gold Following completion of the offering, Centerra Gold Inc. is expected to own approximately 9.9 per cent of Metal Energy's issued and outstanding common shares. "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, which we consider one of the most compelling undrilled copper-gold porphyry opportunities in British Columbia. Securing this financing on favourable terms from a respected industry leader with vast operational experience and regional presence through the Kemess asset underscores the quality of the NIV asset and the effort our team has put in, to date. 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," said Stephen Stewart, chairman of Metal Energy. About Centerra Gold Inc. Centerra Gold is a Canadian-based gold mining company focused on operating, developing, exploring, and acquiring gold and copper properties in North America, Turkey and other markets worldwide. Centerra owns and operates the Mount Milligan mine in British Columbia, Canada, and the Oksut mine in Turkey. It also owns exploration and development assets, including the Kemess property in British Columbia, and operates the molybdenum business unit in Canada and the United States. About Metal Energy Corp. Metal Energy is a critical metals exploration company focused on copper and gold assets in Canada. The company controls NIV, a fully permitted and drill-ready copper-gold-molybdenum project located in British Columbia's prolific Toodoggone district, a region known for significant porphyry deposits. With the addition of NIV, Metal Energy's portfolio now includes three high-potential projects: NIV project (Cu-Au-Mo (copper-gold-molybdenum), 100 per cent controlled) -- Toodoggone district, British Columbia; Highland Valley project (Cu-Mo-Ag-Au-Re, 100 per cent owned) -- British Columbia; Manibridge project (Ni-Cu-Co-PGE, 85 per cent owned) -- Manitoba. We seek Safe Harbor.