Mr. Mathew Wilson reports

STERLING METALS ANNOUNCES FULLY ALLOCATED PRIVATE PLACEMENT OF UNITS, FLOW-THROUGH SHARES AND CHARITY FLOW-THROUGH UNITS

Sterling Metals Corp. has arranged a non-brokered private placement through the issuance of any combination of the following: (i) common shares in the capital of the company issued on a flow-through (FT) basis; (ii) units of the company issued on a hard-dollar basis; and (iii) flow-through units to be sold to charitable purchasers, for aggregate gross proceeds of up to $12.5-million. The units will be issued at a price of 60 cents per unit, the charity FT units will be issued at 93 cents per charity FT unit and the FT shares will be issued at a price of 66 cents per FT share.

Each unit shall comprise one common share in the capital of the company and one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to acquire one common share at a price of $1.20 per common share for a period of two years from the closing of the offering.

Each charity FT unit shall comprise one common share issued on a flow-through basis and one warrant, having the same terms as the warrants comprising the units. The charity FT units will qualify as flow-through shares within the meaning of Subsection 66(15) of the Income Tax Act (Canada).

All securities issued pursuant to the offering will be subject to: (i) a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation; and (ii) a contractual lock-up period of 12 months following the closing of the offering, during which period the subscribers may not sell or otherwise transfer any securities purchased under the offering without the consent of the company, subject to customary exceptions.

The net proceeds from the sale of the units will be used for general working capital purposes. The gross proceeds from the sale of the FT shares and charity FT units will be used by the company to incur eligible Canadian exploration expenses that will qualify as flow-through critical mineral mining expenditures as both terms are defined in the Income Tax Act (Canada) related to the company's flagship Soo copper project in Ontario, on or before Dec. 31, 2027. All qualifying expenditures will be renounced in favour of the subscribers of the FT shares and charity FT units effective Dec. 31, 2026.

The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

It is anticipated that certain insiders of the company will participate in the offering. Participation in the offering by each such insiders will constitute a related party transaction for the purposes of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company expects to rely upon exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by such insiders will not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company may pay certain eligible persons a cash commission equal to 5 per cent of the gross proceeds of the offering.

About Sterling Metals Corp.

Sterling Metals is a mineral exploration company focused on large-scale Canadian copper exploration opportunities. The company's flagship Soo copper project in Ontario comprises a 35,000-plus-hectare land position across the Batchewana copper belt, which hosts past production and multiple breccia and porphyry targets strategically located near robust infrastructure. Sterling also holds the Adeline project in Labrador, which covers an extensive sediment-hosted copper belt with significant silver credits. Both projects have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral-rich Canada.

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