File: Attachment RT_Minerals_Closing_Document_v2.docx (2) (1) (2).pdf

RT MINERALS CORP. COMPLETES ACQUISITION OF THE ROGUE PROPERTY

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Vancouver, B.C. February 21, 2025 RT Minerals Corp. (TSXV: RTM) (OTC Pink: RTMFF) (the "Company" or "RTM") is pleased to announce the successful completion of its acquisition of 100% of the issued and outstanding shares of 1502493 B.C. Ltd. (the "Transaction"), effective January 13, 2025. With this acquisition, RT Minerals now indirectly holds a 100% interest in the Rogue Property through its wholly-owned subsidiary, 1502493 B.C. Ltd.

The Rogue Property is located on the Baie Verte Peninsula in Western Newfoundland, an area renowned for its high mineral exploration potential.

Under the terms of the definitive share exchange agreement (the "Definitive Agreement"), which was circulated for signatures on October 21, 2024, and fully executed on November 18, 2024, between RT Minerals, 1502493 B.C. Ltd., and its shareholders, RT Minerals issued an aggregate of 3.5 million common shares (the "Consideration Shares") in the capital of RT Minerals. The Consideration Shares were issued at a deemed price of $0.10 per share on a pro rata basis in exchange for all outstanding shares of 1502493 B.C. Ltd.

Transaction Details and Disclosures

Arm's Length Transaction: The transaction is considered an arm's length transaction as none of the shareholders of 1502493 B.C. Ltd. are directors, of icers, or hold greater than 10% of the shares of RT Minerals.

No Debt Assumed: RT Minerals did not assume any long-term debt as part of this transaction.

No Finder's Fees: No finder's fees were paid in connection with this transaction. No Change in Control: This transaction did not result in a change of control or the creation of any new control persons.

The Consideration Shares were issued pursuant to the Take-Over Bid and Issuer Bid prospectus exemption under Section 2.16 of National Instrument 45-106 Prospectus Exemptions and are not subject to resale restrictions. All necessary regulatory approvals, including those from the TSX Venture Exchange, and customary closing conditions were satisfied prior to the completion of the Transaction.

The Consideration Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any applicable state securities laws. Consequently, these securities may not be of ered or sold in the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements. This news release does not constitute an of er to sell or the solicitation of an of er to buy any securities in any jurisdiction where such an of er or solicitation would be unlawful.

About RT Minerals Corp.

RT Minerals Corp. is a junior exploration company listed on the TSX Venture Exchange under the symbol RTM. The Company holds a diverse portfolio of assets with interests in rare earth elements, gold, and base metals, located primarily in Ontario and Newfoundland, Canada. For more information, please visit the Company's website at www.rtmcorp.com.

Forward-Looking Statements

This news release contains forward-looking statements, which relate to future events or performance and reflect management's expectations and assumptions. Such statements are not guarantees of future results and are subject to risks and uncertainties, including but not limited to, market conditions, availability of financing, exploration results, environmental risks, metal prices, regulatory approvals, and operational challenges. Readers are cautioned to review the Company's continuous disclosure filings available on SEDAR at www.sedar.com for a detailed discussion of these risks. The Company assumes no obligation to update or revise forward-looking statements except as required by law.

Contact Information

Alson Niu Director, RT Minerals Corp. Phone: 778-751-6155

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.