Mr. Greg Ferron reports

PTX METALS INC. ANNOUNCES PRIVATE PLACEMENT OFFERINGS

PTX Metals Inc. proposes to complete a non-brokered private placement, pursuant to which it shall issue units of the company at a price of 10 cents per unit, to raise aggregate gross proceeds of up to $1.5-million. Each unit will consist of one common share of the company and one-half of one share purchase warrant. Each warrant is exercisable to acquire one additional common share at a price of 16 cents for a period of 36 months from the date of issuance thereof. The warrants issued pursuant to the offering will be subject to a restriction on exercise expiring 61 days following the date of issuance. No fractional warrant shares will be issuable to any holder of warrants upon the exercise thereof and no cash or other consideration will be paid in lieu of fractional shares.

The units to be issued under the offering will be offered to purchasers pursuant to the listed issuer financing exemption (LIFE) under Part 5A of National Instrument 45-106, Prospectus Exemptions, and as modified by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption, in each of the provinces of Canada. Pursuant to the LIFE, the units to be issued pursuant to the offering will not be subject to a hold period under Canadian securities laws.

The company has filed on its SEDAR+ profile contemporaneously herewith an offering document addressing the offering available for purchase in accordance with the requirements of Form 45-106F19. The offering document can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

Funds raised pursuant to the offering will be used for general corporate purposes.

Concurrent private placement

Concurrent with the offering, the company will complete a private placement, consisting of: (i) charity flow-through (CFT) units at a price of 15 cents, to raise aggregate gross proceeds of $1.5-million; and (ii) flow-through (FT) units at 13.5 cents, to raise aggregate gross proceeds for $500,000. Each CFT unit and FT unit shall consist of one common share and one-half of one warrant.

The CFT units and FT units offered and sold pursuant to the concurrent private placement will be subject to a statutory hold period in Canada of four months and one day after the closing date.

The gross proceeds from the issuance of the CFT units and FT units pursuant to the concurrent private placement will be used to incur eligible Canadian exploration expenses as defined in Subsection 66.1(6) of the tax act that qualify as flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the tax act related to the company's projects in Yukon. The qualifying expenditures will be incurred on or before Dec. 31, 2026, and will be renounced by the company to the initial purchasers of the CFT units and FT units with an effective date no later than Dec. 31, 2025, in an aggregate amount not less than the gross proceeds raised from the issue of the CFT units.

Additional information

The closing of the offering and concurrent private placement may occur in multiple tranches, with the closing expected to occur on Sept. 25, 2025. The Offering and concurrent private placement are subject to certain conditions, including applicable regulatory approvals and acceptance by the TSX Venture Exchange.

Insiders of the company may participate in the offering and/or concurrent private placement. The issuance of HD units, CFT units or FT units to insiders will be considered related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemption set forth in Section 5.5(a) of MI 61-101 from th formal valuation requirements of MI 61-101 and the exemption set forth in Section 5.7(1)(a) of MI 61-101 from minority shareholder approval requirements of MI 61-101 in respect of such insider participation as the fair market value of the offering, insofar as it involves interested parties, is not expected exceed 25 per cent of the company's market capitalization.

In connection with the offering and concurrent private placement (as permitted by the policies of the TSX-V), eligible finders will be paid a cash amount equal to 7 per cent of the offering amount sold by the finders. In addition, finders' warrants equal to 7 per cent of the offering will be issued to eligible finders. Each finder's warrant will entitle the holder thereof to purchase one additional common share at a price of 14 cents (subject to adjustment) for a period of two years following the closing date. The finders' warrants will be subject to a statutory hold period in Canada of four months and one day after the closing date.

About PTX Metals Inc.

PTX is a mineral exploration company focused on high-quality strategic metals assets in Northern Ontario, allowing exposure for shareholders to copper (Cu), gold (Au), nickel (Ni) and PGEs (platinum group elements) discovery. The province of Ontario is renowned as a first-class mining jurisdiction for its abundance of mineral resources and safe jurisdiction.

PTX's corporate objective is to advance its assets and unveil the potential of two flagship projects, the W2 Cu-Ni-PGE, located in the strategic Ring of Fire region, and the Shining Tree gold project, neighbour to multimillion-ounce gold deposits in the Timmins gold camp.

PTX's portfolio of assets was strategically acquired for its geologically favourable attributes and proximity to established mining companies.

PTX is based in Toronto, Canada. The company is also listed in Frankfurt under the symbol 9PF and on the OTCQB in the United States as PANXF.

We seek Safe Harbor.