Mr. Lawrence Roulston reports

MTB METALS CLOSES FIRST TRANCHE OF PRIVATE PLACEMENT WITH OVER $1,570,000

MTB Metals Corp. has closed the first tranche of the non-brokered private placements for flow-through and non-flow-through units, as announced on May 4, 2023. The funds will be used primarily for exploration on Mountain Boy's Telegraph property in the Golden Triangle of British Columbia.

Lawrence Roulston, chief executive officer, stated: "These new funds, added to the existing working capital, puts MTB in a strong position to continue exploration on our Telegraph copper-gold porphyry project. Fieldwork will begin in early June with drilling scheduled to begin in August."

Flow-through offering

MTB raised gross proceeds of $1,199,889.40 from the sale of 9,229,918 flow-through units. Each flow-through unit consists of one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one common share purchase warrant. The price of each flow-through unit is 13 cents. Each flow-through warrant will entitle the holder thereof to purchase one common share of the company at a price of 18 cents for a period of 24 months, expiring on May 26, 2025.

Non-flow-through offering

In addition, MTB also closed a non-brokered private placement of 3,088,350 units at 12 cents per unit for gross proceeds of $370,602. Each unit consists of one common share and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share of the company at a price of 18 cents for a period of 36 months, expiring on May 26, 2026.

Finders' fees of 7 per cent cash and 7 per cent in finder's warrants were paid to eligible parties. Each finder warrant entitles the holder to purchase one common share of the company at a price of 12 cents for a period of 36 months, expiring on May 26, 2026.

All securities are subject to a four-month hold period expiring on Sept. 27, 2023.

The gross proceeds from the issuance of the flow-through shares will be used to incur resource exploration expenses, which will constitute Canadian exploration expenses, as defined in Subsection 66.1(6) of the Income Tax Act, and flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act, which will be renounced with an effective date no later than Dec. 31, 2023, to the purchasers of the flow-through units in an aggregate amount not less than the gross proceeds raised from the issue of the flow-through shares. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each subscriber of flow-through units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures.

About MTB Metals Corp.

MTB has six active projects spanning 670 square kilometres (67,587 hectares) in the prolific Golden Triangle of Northern British Columbia. With the focus on the Telegraph project, discussions are now under way leading to joint ventures and/or spinouts of other projects.Telegraph is located in the vicinity of four world-class porphyry deposits being advanced by major mining companies: Galore (Teck/Newmont), Schaft (Teck), Saddle (Newmont) and the operating Red Chris copper-gold mine (Newcrest/Imperial Metals). Fieldwork by MTB on its 310-square-kilometre property, together with earlier results, provides compelling evidence for the presence of one or more porphyries similar to others in the area.

The American Creek project is centred on the historic Mountain Boy silver mine. The project is road accessible and 20 kilometres from the deepwater port of Stewart. There are multiple silver, gold and copper occurrences on the property, including a 2006 drill hole that encountered five kilograms of silver over five metres. Red Cliff is a past-producing gold and copper mine in which the company holds a 35-per-cent interest.

On the BA property, 182 drill holes have outlined a substantial zone of silver-lead-zinc mineralization located four kilometres from the highway. Several targets with high-grade silver potential remain to be tested. Surprise Creek, to the north, hosts the same prospective stratigraphy.

On the Theia project, work by MTB and previous explorers has outlined a silver-bearing mineralized trend 500 metres long, highlighted by a 2020 grab sample that returned 39 kilograms per tonne silver (1,100 ounces per ton). Two other zones on the property produced copper values over 5 per cent.

Southmore is in the midst of some of the largest deposits in the Golden Triangle. It was explored in the 1980s through the early 1990s and was overlooked until MTB consolidated the property and carried out airborne geophysics and fieldwork, which confirmed several zones of gold and copper, with values up to 20 per cent copper and 35 grams per tonne gold.

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