File: Attachment Dunbar Metals Corp. - News Release - Debenture Offering.pdf

DUNBAR METALS CORP.

c/o Suite 2200, 885 West Georgia Street Vancouver, British Columbia, V6C 3E8

Telephone: 1-403-852-4869

NEWS RELEASE

DUNBAR METALS ANNOUNCES DEBENTURE FINANCING

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

November 29, 2024 Vancouver, BC, Canada. Dunbar Metals Corp. (the "Company" or "Dunbar") (CSE: DMC) is pleased to announce that it will conduct a non-brokered private placement (the "Offering") of convertible debentures (the "Debentures") in the principal amount of up to $500,000. The Debentures will be issued for an initial term of thirty-six months and will bear interest at a rate of twelve percent per annum payable on maturity. Each Debenture will be convertible into units of the Company (each, a "Conversion Unit"), at the option of the holder, at a rate of one Conversion Unit for every $0.15 of outstanding indebtedness. Each "Conversion Unit" will consist of one common share of the Company and one common share purchase warrant exercisable at a price of $0.15 for a period of thirty-six months following closing of the Offering.

The proceeds of the Offering will be utilized by the Company for general working capital purposes.

In connection with completion of the Offering, the Company may pay finders' fees to eligible third-parties who have introduced subscribers to the Company. All securities issued in connection with the Offering will be subject to a statutory hold period for four-months-and-one-day in accordance with applicable securities laws. Completion of the Offering remains subject to receipt of regulatory approvals.

The Company has received an initial expression of interest in the Offering from a strategic investor. As a condition to participation in the Offering, the investor has requested that the Company arrange for the cancellation of an aggregate of 19,050,000 common share purchase warrants (the "Warrants") currently exercisable at a price of $0.10. The Company intends to seek the consent of the holders of the Warrants to the cancellation, to be completed immediately upon closing of the Offering.

About the Company

Dunbar is engaged in the acquisition and exploration of mineral properties in Canada. The Company currently holds a 100% interest in mineral claims totaling approximately 7,000 hectares comprising the Gorilla Lake Property, located in North Saskatchewan, Canada, subject to a royalty obligation. The phase one exploration program at the property consists of geological mapping, prospecting and geochemical sampling based on the anomalies identified by the Company's Heli-TEM survey and integration with other available datasets. The Company's secondary objective is to locate and develop other economic precious and base metals properties of merit.

For more information, please contact the Company at 403-852-4869 or email: mlpferguson@shaw.ca - 2 -

On Behalf of the Board of Directors of Dunbar Metals Corp. Mark LP Ferguson CEO, President and Director

Certain statements in this news release are forward-looking statements, which reflect the expectations of management regarding the Company's listing of its common shares on the Canadian Securities Exchange and the intended use of proceeds from the IPO. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. Except as required by the securities disclosure laws and regulations applicable to the Company, the Company undertakes no obligation to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors, should change.