Mr. Scott Sheldon reports

FLOW METALS CLOSES FINANCING

Flow Metals Corp., further to its news release dated Dec. 8, 2025, has closed its fully subscribed private placement, raising gross proceeds of $400,000 through the issuance of eight million units at a price of five cents per unit.

Each unit consists of one common share of the company and one-half of one transferable common share purchase warrant. Each warrant entitles the holder, for a period of 24 months from the date of issue, to purchase one additional share of the company at an exercise price of 10 cents per share.

All securities issued in connection with the private placement are subject to a statutory hold period of four months and one day expiring on May 23, 2026.

The company paid finders' fees of $4,350 in cash and issued 33,000 warrants on the same terms as the warrants issued as part of the units.

The company plans to use the net proceeds of the private placement to finance exploration and the development of its projects in Yukon and British Columbia, and for working capital and general corporate purposes.

Insider participation

One insider of the company participated in the private placement and subscribed for an aggregate of one million units. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeded 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

Additionally, the company announces that it has entered into debt settlement agreements dated Jan. 23, 2026, with certain insiders of the company to settle an aggregate of $78,000 in indebtedness. Pursuant to the agreements, the company will complete the debt settlement through the issuance of 1.2 million common shares of the company at a deemed price of 6.5 cents per debt settlement share.

The debt settlement shares will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Completion of the debt settlement remains subject to the approval of the Canadian Securities Exchange and all other required regulatory approvals.

The debt settlement with the insiders constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance of the debt settlement shares to the insiders is exempt from the formal valuation requirements of MI 61-101 pursuant to Section 5.5(b) thereof, as the company's securities are not listed on a specified market, and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to Section 5.7(1)(a) thereof, as the fair market value of the debt settlement shares issued to the insiders does not exceed 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101.

About Flow Metals Corp.

Flow Metals is focused on advancing its two 100-per-cent-owned, road-accessible projects located in established mining districts. The company's flagship asset is the Sixtymile hard-rock gold project in Yukon, situated in the heart of the historic Sixtymile placer camp.

We seek Safe Harbor.