Metalero Closes Oversubscribed Private Placement

Rhea-AI Summary

Metalero Mining (OTC:CRTTF) has successfully completed an oversubscribed non-brokered private placement, raising $919,501 through the issuance of 7,662,509 units at $0.12 per unit. Each unit includes one common share and one warrant, exercisable at $0.25 in year one and $0.35 in year two.

The funds will advance exploration at the company's Benson Project in British Columbia, which features 5 target areas identified through AI analysis. Insiders participated by acquiring 2,019,583 units. The company paid $25,862 in cash and issued 215,520 finder's warrants as part of the offering.

The Benson Project, accessible via Highway 26, has shown promising signs of gold and copper anomalies, with historical drilling revealing skarn and epithermal gold and silver mineralization.

Positive

• Successfully raised $919,501 through oversubscribed private placement
• Strategic insider participation with 2,019,583 units purchased shows management confidence
• Benson Project benefits from existing infrastructure and highway access, enabling cost-efficient exploration
• Historical exploration has identified multiple gold and copper anomalies with porphyry deposit potential

Negative

• Significant share dilution through issuance of 7,662,509 new units
• Warrants could lead to additional future dilution if exercised

Edmonton, Alberta--(Newsfile Corp. - August 25, 2025) - Metalero Mining Corp. (TSXV: MLO) (OTC Pink: CRTTF) (the "Company" or "Metalero") is pleased to announce the completion of its previously disclosed non-brokered private placement (the "Offering"), raising gross proceeds of $919,501 through the issuance of 7,662,509 units (each, a "Unit") at a price of $0.12 per Unit. Each Unit consists of one common share of the Company and one share purchase warrant (a "Warrant"). Each Warrant is exercisable for a period of 2 years from the date of issuance, and entitles the holder to purchase one additional common share at an exercise price of $0.25 per share for the first year, and at an exercise of $0.35 per share for the second year.

The proceeds of the Offering will be utilized to advance exploration at Metalero’s flagship Benson Project in central British Columbia, including follow-up work based on recently completed soil sampling and ground geophysical surveys. Funds will also be allocated to general working capital.

In connection with the sale of the units sold, Metalero paid a total of $25,862 in cash and issued 215,520 finder’s warrants, on the same terms as the Warrants, to eligible finders for certain of the Units sold. All securities issued pursuant to the Offering are subject to a statutory hold period of four months and one day, in accordance with applicable securities laws. 

Certain insiders participated in the Offering, acquiring a total of 2,019,583 Units. Such subscriptions by insiders of Metalero for a portion of the Offering constitute a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but the Company is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subscription, insofar as it involves the insiders of the Company, does not exceed 25% of the market capitalization of the Issuer, as determined in accordance with MI 61-101. The Offering did not result in the creation of a new control person.

For further information with regards to the Offering, please refer to the Company's news releases dated July 18 and 30, 2025, available for viewing on Metalero's profile on SEDAR+ (www.sedarplus.ca).

Benson Project Background

The Benson Project lies close to infrastructure and is traversed by Highway 26 and an extensive network of logging roads allowing for ready access to all parts of the Property and capital-efficient exploration. The large land package covers 5 different target areas identified by recent Artificial-Intelligence (“AI”) work by Geoscience BC (Mitchinson et al., Geoscience BC Report 2022-07). This AI study incorporated a wide variety of historical datasets including geophysics, geology, sampling information, and drilling data (where present) to identify high potential (“porphyry-like”) anomalies with similarities to known porphyry deposits elsewhere in the belt. Limited historical exploration at Benson has identified numerous gold and copper surface geochemical anomalies while modest (historical) drill programs have intersected skarn and epithermal gold and silver mineralization, which are both intrusive-related styles of mineralization and are commonly associated with porphyry systems.

About Metalero Mining Corp.

Metalero Mining Corp. is a Canadian-based junior exploration company focused on copper and gold projects in North America. Its 166 square kilometer, road-accessible Benson Project serves as Metalero’s flagship and is host to several prospects containing gold and copper within porphyry-related mineralized systems. MLO also has drill-ready properties in Nevada available for sale or option.

On behalf of the Board of Directors

"Rob L'Heureux"
Rob L'Heureux,
Chief Executive Officer and President
Email: robl@metalsgroup.com
Telephone: +1.780.437.6624
www.metalsgroup.com

Metalero is part of the Metals Group of Companies, managed by exploration professionals who stand for technical excellence, robust project selection and strong corporate governance, with a proven ability to identify and capitalize on investment opportunities and deliver shareholder returns.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws including, without limitation, the timing, nature, scope and details regarding the Company's exploration plans and results. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the company's current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements in this press release but are not limited to, statements with respect to the expectations of management regarding the Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, and receipt of acceptance from the TSXV in respect of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include the TSXV's acceptance of the Offering; the proceeds of the Offering may not be used as stated in this news release; Metalero may be unable to satisfy all of the conditions to the closing required by the TSXV. Metalero does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263803

FAQ

How much did Metalero Mining (CRTTF) raise in its private placement?

Metalero Mining raised $919,501 through the issuance of 7,662,509 units at $0.12 per unit.

What are the terms of Metalero Mining's warrant exercise prices?

The warrants are exercisable at $0.25 per share in the first year and $0.35 per share in the second year, with a 2-year exercise period.

How many units did insiders purchase in Metalero's private placement?

Insiders participated in the offering by purchasing 2,019,583 units, demonstrating management confidence in the company.

What is the Benson Project and what are its key features?

The Benson Project is Metalero's flagship property in British Columbia, featuring 5 target areas identified through AI analysis, with historical gold and copper anomalies and good infrastructure access via Highway 26.

How will Metalero use the proceeds from the private placement?

The proceeds will be used to advance exploration at the Benson Project in British Columbia, including follow-up work on soil sampling and ground geophysical surveys, plus general working capital.