Mr. Lawrence Roulston reports

MTB METALS CLOSES PRIVATE PLACEMENT, RAISING OVER $1.1 MILLION

MTB Metals Corp. has closed the non-brokered private placements for flow-through and non-flow-through units, as announced on Sept. 5 and Sept. 12, for total gross proceeds of $1,120,502. The funds will be used primarily for exploration on MTB Metals' Telegraph copper-gold project in the Golden Triangle of British Columbia.

Lawrence Roulston, chief executive officer, stated: "With this top-up financing, we are expanding the drill program at Telegraph. The focus will remain on the Dok trend, where initial drill results are highly encouraging, with sulphide mineralization encountered in drill holes 2.5 kilometres apart. In addition, the geological crew will be conducting further work on the Strata trend and the Yeti trend, both of which are prospective for additional porphyry mineralized centres."

Flow-through offering

MTB Metals raised gross proceeds of $992,502 from the sale 5,513,900 flow-through units. Each FT 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-half of one common share purchase warrant. The price of each FT unit is 18 cents. Each FT warrant entitles the holder thereof to purchase one common share of the company at a price of 25 cents for a period of 24 months, expiring on Sept. 14, 2025.

Non-flow-through offering

In addition, MTB Metals also closed a non-brokered private placement of 800,000 units at 16 cents per unit for gross proceeds of $128,000. Each unit consists of one common share and one common share purchase warrant. Each warrant entitles 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 Sept. 14, 2025.

A total of $50,298 in finders' fees were paid in cash, and the company also issued 280,339 finders' warrants. Each finder's warrant entitles the holder to purchase one common share of the company at a price of 16 cents for a period of 24 months, expiring on Sept. 14, 2025.

All securities are subject to a four-month hold period expiring on Jan. 15, 2024.

The gross proceeds from the issuance of the FT 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 FT units in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares. If the qualifying expenditures are reduced by the Canada Revenue Agency, the company will indemnify each subscriber of FT units for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures.

Insiders' participation totals $100,000 in units and $64,080 in FT units. The placement to these people constitutes a related-party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) adopted in the policy. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related-party participation in the placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25 per cent of the company's market capitalization (as determined under MI 61-101).

About MTB Metals Corp.

MTB Metals 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 under way leading to joint ventures and/or spinouts of other projects.

1. 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 Metals 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.
2. 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.
3. Red Cliff is a past-producing gold and copper mine in which the company holds a 35-per-cent interest. Recent drill results include two metres of 26 grams per tonne gold.
4. 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.
5. On the Theia project, work by MTB Metals 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.
6. 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 Metals 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.

We seek Safe Harbor.