Mr. Greg Ferron reports

PTX METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND PROVIDES CORPORATE UPDATE

PTX Metals Inc. has closed the previously announced non-brokered private placement of units and flow-through common shares in the capital of the company, which has been oversubscribed, raising total combined gross proceeds of $3,419,834, including the first and final tranches (see press release dated Dec. 11, 2024, for details regarding the first tranche).

In addition, a closing of a $150,000 private placement of 15-cent Quebec flow-through shares of PTX Metals is expected to occur on Dec. 31, 2024.

Pursuant to the closing of the final tranche of the private placement, the company issued 1,205,814 FT shares at a price of 14 cents per FT share for aggregate gross proceeds of $168,814. Each FT share will qualify as a flow-through share as defined in Subsection 66(15) of the Income Tax Act (Canada).

Also pursuant to the closing of the final tranche of the private placement, the company issued 1,834,000 units at a price of 12.5 cents per unit for aggregate gross proceeds of $229,250. Each unit consists of one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant is exercisable at a price of 18 cents for a period of 24 months from the date of issuance.

In connection with the closing of the final tranche, the company paid finders an aggregate of $22,700.71 in cash fees and issued 163,646 finders' warrants. Each finder's warrant entitles the holder to purchase one common share of the company at a price of 14 cents for a period of 24 months from the date of issuance.

Over 60 investors participated in the private placement, and the proceeds will be used to advance the company's projects in Ontario and for general working capital. The company will announce detailed exploration programs for its W2 copper-nickel-platinum-group-element project and South Timmins gold projects during the month of January, 2025.

All securities issued in connection with this private placement will be subject to a four-month-plus-one-day hold period from the date of issuance in accordance with applicable securities laws.

Heenan Mallard gold project winter 2025 drilling program

The company is pleased to announce the commencement of a diamond drilling program at the Heenan gold project located in the Swayze greenstone belt of the Abitibi near the Cote gold project. The up-to-750-metre drill program is following up on the gold discovery made earlier in 2024 (see press release dated Feb. 21, 2024, for further details). Several consistent wide zones of gold mineralization from surface to 177 metres were intersected in the first program, which was following up on mechanized stripping program completed in fourth quarter 2023 that discovered gold occurrences in two channel sample composites including 4.05 grams per tonne gold over 2.00 m, and 2.39 g/t Au over 8.00 m in trench 2.

The program commenced in mid-December, 2024, and then subsequently halted over the holidays and will resume in January, 2025.

Quebec flow-through private placement

Furthermore, the company has arranged an additional private placement of $150,000 with an arm's-length investor. This private placement is expected to close tomorrow, Dec. 31, 2024, with the issuance of one million shares of PTX Metals at a price of 15 cents per PTX Metals share. All the proceeds will be utilized as eligible Quebec flow-through expenditures by the company's subsidiary, Green Canada Corp., on its Matoush project located in Quebec. In this regard, all the proceeds will be advanced to GCC increasing PTX Metals' ownership interest in GCC from 52 per cent to 54 per cent by issuing 1.5 million shares of GCC at 10 cents per share.

The transaction constitutes a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) as the company and GCC are related parties by virtue of the company's significant shareholdings. However, the transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) and (b), respectively, as the fair market value of the transaction, insofar as it involves related parties, is less than 25 per cent of the market capitalization of either party, as determined in accordance with MI 61-101. The board of directors of each of the company and GCC has reviewed and approved the transaction and determined that it is in the best interests of each entity.

Amendments to outstanding convertible loan

The existing outstanding convertible loan of $250,000 with an arm's-length investor (Cormel Capital Sarl) was amended in December resulting in: (1) a reduction of the conversion price into common shares of the company from 20 cents to 14 cents; and (2) an extension of the maturity date of the convertible loan to May, 2026. All other terms previously disclosed in the company's financial statements remain the same.

Qualified person

The technical information presented in this news release related to the Heenan gold project has been reviewed and approved by Joerg Kleinboeck, PGeo, a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

About PTX Metals Inc.

PTX Metals is a mineral exploration company focused on high-quality critical mineral projects, including two flagship projects situated in Northern Ontario, renowned as a world-class mining jurisdiction for its abundance of mineral resources and investment opportunities. Its corporate objective is to advance the exploration programs toward proving the potential of each asset, which includes the W2 Cu-Ni-PGE and gold project and South Timmins gold joint venture project.

PTX Metals' portfolio of assets offers investors exposure to some of the world's most valuable metals, including gold, as well as essential critical minerals for the clean energy transition: copper, nickel, PGE, uranium and rare metals. PTX Metals' portfolio of assets was strategically acquired for their geologically favourable attributes, and proximity to established mining companies. PTX Metals' mineral exploration programs are designed by a team of expert geologists with extensive career knowledge gained from their tenure working for global mining companies in Northern Ontario and around the world.

PTX Metals is based in Toronto, Canada, with a primary listing on the Canadian Securities Exchange under the symbol PTX. The company is also listed in Frankfurt under the symbol 9PF and on the OTCQB in the United States as PANXF.

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