Mr. Mark Goodman reports

COPPER ROAD ANNOUNCES SALE OF COPPER ROAD PROJECT TO STERLING METALS CORP.

Copper Road Resources Inc. has entered into an arm's-length definitive share purchase agreement dated Feb. 13, 2024, with Sterling Metals Corp. and 100797918 Ontario Inc., a wholly owned subsidiary of the company, pursuant to which Sterling has agreed to acquire a 100-per-cent interest in the 24,000-hectare Copper Road project located in Batchewana Bay, Ontario, from the company. The property package hosted two past-producing copper mines, the Tribag mine and the Coppercorp mine, and the project has several confirmed zones of mineralization, with each zone containing multiple underexplored mineralized breccia pipes. The completion of the transaction is subject to the approval of shareholders of the company and the TSX Venture Exchange, and certain other conditions as further described below.

Mark Goodman, chairman of Copper Road, stated: "We are pleased to partner with Sterling on a transaction that is compelling on many levels. This transaction not only provides immediate capital but also brings forth dedicated technical expertise crucial for advancing the Copper Road project swiftly. Additionally, with the project in a larger portfolio, we have multiple opportunities for discovery and advancement in Tier 1 jurisdictions."

Mathew Wilson, chief executive officer of Sterling Metals, stated: "The Copper Road project is a compelling asset which for decades has seen fractured exploration until the consolidation of the land package by the Copper Road team in 2021. Difficult markets have made the project's advancement challenging but together, with our first-class team and strong treasury, this land package can see a regional targeting approach that builds upon the success of the Copper Road team's consolidation and recent porphyry and high-grade breccia discoveries." Mr. Wilson continued: "Importantly, the addition of the project complements our existing portfolio of Canadian exploration opportunities, and provides a suite of projects focused on extensive mineral systems, positioning us very well in anticipation of an upcoming copper supercycle. While our focus will shift primarily to advancing Copper Road upon closing of the transaction, we will remain committed to understanding Adeline's potential, providing the best leverage possible for our shareholders."

Terms of the transaction

Pursuant to the terms of the agreement, Sterling will acquire the subsidiary, which will hold the project immediately prior to the completion of the transaction, in consideration for the issuance to the company of such number of common shares in the capital of Sterling that will be equal to 49 per cent of the issued and outstanding Sterling shares immediately prior to the closing of the transaction, together with aggregate cash payments of $460,000 to the company, comprising $200,000 payable on execution of the agreement and $260,000 upon closing of the transaction.

The agreement contains customary representations, warranties, covenants, conditions precedent, and other terms and conditions. Following the completion of the transaction, Copper Road intends to distribute at least 90.1 per cent of the consideration shares that it is to receive to its shareholders on pro rata basis. There can be no assurance that the transaction will be completed as proposed, or at all.

Completion of the transaction is subject to customary conditions including, but not limited to: (i) the approval of shareholders of Copper Road of certain matters related to transaction; (ii) receipt of all required consents; and (iii) the approval of the transaction by the TSX-V. The transaction is a reviewable disposition for Copper Road as such term is defined under the policies of the TSX-V.

Further details regarding the transaction

The board of directors of Copper Road approved the transaction and will recommend that shareholders of the company vote in favour of the sale of the project at a special meeting of shareholders of Copper Road expected to be held in Q2 2024. Further details regarding the transaction will be provided in a management information circular to be prepared in connection with the Copper Road meeting. The agreement and the circular, once mailed, will be filed under the company's issuer profile on SEDAR+.

About Copper Road Resources Inc.

Copper Road Resources is a Canadian-based explorer engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. The company is exploring for large copper/gold deposits on the 24,000-hectare Batchewana Bay project, 80 kilometres north of Sault St. Marie, Ont., Canada.

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