Mr. Chris Hazelton reports

METALITE ANNOUNCES CLOSING OF PRIVATE PLACEMENT AND DEBT SETTLEMENT

Metalite Resources Inc. has closed its previously announced (see the company's news releases dated Jan. 20, 2025, and Feb. 4, 2025) non-brokered private placement of 4,900,669 units of the company for total gross proceeds of $735,100.

Each unit was sold at a price of 15 cents, and comprised one common share in the capital of the company and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share, at any time on or before Feb. 9, 2028 (subject to acceleration), at a price of 25 cents. The company has the right to accelerate the expiry date of all or part of the then outstanding warrants if the closing price of the common shares on the exchange on which the common shares are listed is at or above 50 cents per common share for a period of 10 consecutive trading days. If the company elects to exercise this right, it may provide written notice to the warrantholders and the warrants shall thereafter expire 30 (30) days following the date of such notice. This acceleration provision will not be exercisable prior to four months and one day after the date of issuance of the warrants.

In connection with the private placement, the company paid aggregate cash finders' fees of $12,960 and issued 86,400 broker warrants. Each broker warrant entitles the holder thereof to purchase one unit at a price of 15 cents until Feb. 9, 2028. The company intends to use the net proceeds of the private placement for working capital and for other general corporate purposes.

Concurrent with the closing of the private placement, the company also issued a total of 2,352,277 common shares at a deemed price of 15 cents per common share in order to satisfy the $352,842 of indebtedness owing to senior management, former professional service providers and financial advisers assisting in the evaluation of strategic opportunities. Following completion of the private placement and the debt settlement, the company has 10,356,459 common shares issued and outstanding.

Because the number of common shares issuable in the private placement and debt settlement, on a partially diluted basis, exceeds 100 per cent of the company's currently issued and outstanding common shares, certain common shares and warrants included in the units could not be issued or be exercisable until disinterested shareholder approval was obtained, as required under Section 4.6(2)(a)(i) of the Canadian Securities Exchange policies. The company's shareholders approved the private placement and debt settlement by way of consent resolution on Jan. 27, 2026.

Certain insiders of the company participated in the private placement, subscribing for a total of 133,333 units for gross proceeds of $20,000. Certain insiders were also issued an aggregate of 53,333 common shares as part of the debt settlement. Participation by insiders in the private placement, as well as the issuance of securities to certain parties pursuant to the debt settlement constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the formal valuation and minority approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation, based on a determination that fair market value of the participation in the private placement and debt settlement by related parties does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

The private placement is subject to final acceptance of the Canadian Securities Exchange. All securities issued pursuant to the private placement are subject to a hold period of four months and one day from the date of issuance.

About Metalite Resources Inc.

Metalite Resources is a Canadian junior mineral exploration issuer with a precious metals focused project in New South Wales, Australia.

We seek Safe Harbor.