File: Attachment MTB NR 2025-08-25 - Loan Agreement.pdf

MTB METALS ANNOUNCES $500,000 LOAN

Vancouver, B.C. August 25, 2025 - MTB Metals Corp. ("MTB" or the "Company") (TSX.V: MTB, OTCQB: MBYMF, Frankfurt: M9U) is pleased to announce that that it has entered into a loan agreement (the "Loan Agreement") among Cupel Advisory Corp. and Bernie Hensel (the "Lenders") dated August 25, 2025, pursuant to which the Lenders have provided a non-revolving term loan (the "Loan") to the Company in the principal amount of $500,000 ("Principal").

The Loan has a one (1) year term and will bear interest at a rate of 1.5% per month on the Principal, which will be due and payable to the Lenders on the first Tuesday of each calendar month. The Company may pay back the Loan plus accrued and unpaid interest to the Lenders at anytime but must pay a minimum of five (5) months' interest.

As security for the Loan and the Company's performance under the Loan Agreement, the Company has entered into a share pledge agreement. Pursuant to the share pledge agreement, the Company pledged to the Lenders 486,072 common shares of Dolly Varden Silver Corporation held by the Company.

As consideration for the Loan, the Company paid the Lenders a 1% commitment fee and granted the Lenders an aggregate of 3,000,000 common share purchase warrants (each, a "Lender Warrant"). Each Lender Warrant entitles the holder thereof to purchase one common share for a period of 12 months from the date of issuance at an exercise price of $0.05 per share. The Lender Warrants are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

The Company intends to use the proceeds of the Loan to pay off certain outstanding obligations and for general corporate matters.

On behalf of the Board of Directors:

Lawrence Roulston

President & CEO

For further information on MTB: Caroline Klukowski, Investor Relations mtbmetals@fluidpr.com

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward-looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions.

These forward-looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not use the proceeds from the Loan as currently anticipated.

In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will use the proceeds of the Loan as currently contemplated.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.