Metalero Mining (MLO) Announces Updated Terms for its $300,000 Private Placement to Advance Benson Project

Rhea-AI Summary

Metalero Mining (OTC: CRTTF; TSXV: MLO) updated terms for a non‑brokered private placement to raise up to $300,000 via up to 1,428,572 flow‑through units at $0.21 per unit. Each unit includes one FT share and one warrant exercisable at $0.26 for two years. Proceeds will fund Fall 2025 exploration at the Benson Project in the Quesnel Trough. FT shares qualify under the Canadian Income Tax Act and, for qualifying BC subscribers, under the BC Tax Act as BC flow‑through mining expenditures. Securities will have a four‑month plus one day hold period and the Offering is subject to TSX Venture Exchange approval. Metalero has a binding LOI to acquire 100% of Benson, a multi‑target property accessible by Highway 26 and logging roads.

Positive

• Private placement size of $300,000
• Up to 1,428,572 FT Units at $0.21 per unit
• Warrants exercisable at $0.26 for 2 years
• Proceeds earmarked for Fall 2025 Benson exploration
• Binding LOI to acquire 100% of Benson Project

Negative

• Issue includes 1,428,572 units plus warrants, causing dilution
• Offering is subject to TSXV approval, not closed yet
• Issued securities subject to a 4‑month plus one day hold period

Edmonton, Alberta--(Newsfile Corp. - October 10, 2025) - Metalero Mining Corp. (TSXV: MLO) (OTC Pink: CRTTF) ("Metalero" or the "Company") has updated the terms of its previously announced non-brokered private placement (the "Offering") for gross proceeds of up to $300,000 to fund the next phase of work on its flagship Benson Project, located in the prolific Quesnel Trough of central British Columbia.

The revised Offering will consist of up to 1,428,572 flow-through units (the "FT Units") at a price of $0.21 per Unit. Each Unit will consist of one (1) flow-through common share (a "FT Share") and one (1) common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one (1) additional non flow-through common share at a price of $0.26 for two (2) years from the date of issuance.

All FT Shares offered in connection with this Offering qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). For subscribers who are qualifying individuals under the Income Tax Act (British Columbia) (the "BC Tax Act"), these expenditures will also qualify as "BC flow-through mining expenditures", as defined in section 4.721(1) of the BC Tax Act.

The proceeds will be used to support the Fall 2025 exploration work at Benson including further sampling and ground geophysics.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities issued will have a hold period of four months and one day from the closing of the Offering.

Benson Project Background

Metalero has signed a binding Letter of Intent ("LOI") to acquire 100% of the Benson Project which is strategically located in the Quesnel Trough, one of Canada's most important mineral belts. The Quesnel Trough is a Triassic/Jurassic-age belt of volcano-sedimentary and intrusive rocks which hosts >360 alkalic copper-gold porphyry occurrences and deposits. At >1,500 km long, the Quesnel Trough runs through the middle of BC stretching from the US to the Yukon Territory. It hosts numerous major mines which produce copper and gold as well as variable amounts of silver and molybdenum while also hosting several types of gold deposits.

High profile and long-lived mines in the Quesnel Trough include Highland Valley, Mt Milligan, New Afton and Kemess which are complemented by recent exploration work including Woodjam, MPD, Kwanika, and the extensive staking by Australian mining giant, the Fortescue Group.

The Benson Project lies close to infrastructure and is traversed by Highway 26 and a vast 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 illuminated 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. Even the 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 five prospects containing gold and copper within porphyry-related mineralized systems.

Qualified Person The technical content of this news release pertaining to the Benson Project was reviewed and approved by Michael Dufresne, M.Sc, P.Geol., P.Geo., a non-independent qualified person as defined by National Instrument 43-101.

On behalf of the Board of Directors

"Rob L'Heureux" Rob L'Heureux, Chief Executive Officer and President 
Email: robl@metalsgroup.com Telephone: +1.780.916.5482

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.

Forward-Looking Statements This news release may contain certain "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 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 statements. These include, but are not limited to, structure and terms of the Offering, the anticipated closing date of the Offering, the intended use of proceeds of the Offerings, and approval of the Offerings by the TSX-V, risks associated with the mining industry in general, the exploration and development of mineral properties, the Company's ability to obtain necessary financing, and general economic, market or business conditions. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. All forward looking information contained in this press release is given as of the date hereof and is based upon the opinions and estimates of management and information available to management as at the date hereof. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management's discussion and analysis which is available on the Company's profile on SEDAR+ at www.sedarplus.ca. Metalero disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

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/270078

FAQ

What are the terms of Metalero's private placement (CRTTF) announced October 10, 2025?

Up to $300,000 via up to 1,428,572 FT Units at $0.21 with one warrant per unit exercisable at $0.26 for 2 years.

How will Metalero (CRTTF) use the proceeds from the $300,000 offering?

Proceeds will fund Fall 2025 exploration at the Benson Project, including sampling and ground geophysics.

Do Metalero's FT shares (CRTTF) provide tax benefits for BC investors?

Yes; FT Shares qualify under the Canadian Income Tax Act and BC qualifying subscribers get BC flow‑through mining expenditure treatment.

What shareholder effects should investors expect from Metalero's Offering (CRTTF)?

The offering issues up to 1,428,572 units plus warrants, which will dilute existing shareholders if fully subscribed.

Is Metalero's private placement (CRTTF) finalized and tradable now?

No; the Offering is subject to conditions including TSXV approval and has not closed yet.

What is the status of Metalero's interest in the Benson Project as of October 10, 2025?

Metalero has signed a binding Letter of Intent to acquire 100% of the Benson Project.