Mr. Mathew Wilson reports

STERLING METALS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE THE COPPER ROAD PROJECT IN ONTARIO

Sterling Metals Corp. has entered into a definitive share purchase agreement dated Feb. 13, 2024, with Copper Road Resources Inc. and its wholly owned subsidiary, 100797918 Ontario Inc., to acquire a 100-per-cent interest in the Copper Road project, from Copper Road Resources, an arm's-length party to the company. Located 80 kilometres north of Sault Ste. Marie, Ont., Canada, Copper Road is a 24,000-hectare high-potential brownfield copper-molybdenum-silver-gold project associated with the Midcontinent Rift (MCR), which until 2021 had never been fully consolidated. Recent porphyry and breccia drill holes, as well as past copper production from two mines, suggest the potential for larger intrusion-related copper mineralization. The project benefits from its strategic proximity to substantial infrastructure.

Transaction highlights:

• Accretive acquisition terms -- Sterling is acquiring 100 per cent of the project in consideration for 98 per cent of the current issued and outstanding shares of Sterling and $460,000 in cash payments, payable in two tranches (see below for details). Upon completion of the transaction, existing Copper Road and Sterling shareholders will own approximately 49 per cent and 51 per cent of the company, respectively.
• 24,000-hectare project surrounded by robust infrastructure -- the contiguous claims stretch 30 kilometres and includes the past-producing Coppercorp and Tribag copper mines, multiple near-surface porphyry and breccia drill intercepts, and several surface anomalies discovered via trenching and sampling. The Trans-Canada Highway crosses the project, and surrounding infrastructure includes hydroelectricity from the Montreal River, two copper smelters and the Port of Sault Ste. Marie.
• Positioned on an important geological copper belt in North America -- the MCR is home to numerous past-producing and present deposits around Lake Superior, including the prolific native copper deposits of the Keweenawan Peninsula in the United States, mined for more than 150 years. The porphyry mineralization at Copper Road has been sourced to the same age range as the primary mineralizing event within the MCR.
• Multiple breccia and porphyry zones drilled in 2023 -- recent drilling confirmed copper and molybdenum mineralization over long intervals in the heart of the project:
  • Breccia zone drill highlights include up to 38.63 metres of 1.06 per cent copper (Cu) in R2301 and 50.17 m of 0.88 per cent Cu in R2304, from 76 m and 79 m downhole, respectively (see the table entitled "Select intercepts from 2023 drilling in the Richards breccia").
  • Porphyry highlights include intercepts of up to 95 m of 0.2 per cent Cu and 0.048 per cent molybdenum (Mo) from four m downhole in JR2302 (see the table entitled "Select intercepts from 2023 drilling in the Jogran porphyry").
• Broadened Canadian copper exploration portfolio for a rising copper market -- with approximately $4-million in treasury, the project expands Sterling's existing Canadian copper footprint and leverages its strong technical team for maximum capital efficiency to discover Tier 1 copper projects in Tier 1 jurisdictions.

Mathew Wilson, chief executive officer of Sterling Metals, stated: "The Copper Road project is a compelling asset which for decades has seen fractured exploration until the consolidation of the land package by the Copper Road team in 2021. Difficult markets have made the project's advancement challenging but, together, with our first-class team and strong treasury, this land package can see a regional targeting approach that builds upon the success of the Copper Road team's consolidation, and recent porphyry and high-grade breccia discoveries."

Mr. Wilson, continued: "Importantly, the addition of the project complements our existing portfolio of Canadian exploration opportunities, and provides a suite of projects focused on extensive mineral systems, positioning us very well in anticipation of an upcoming copper super cycle. While our focus will shift primarily to advancing Copper Road upon closing of the transaction, we will remain committed to understanding Adeline's potential, providing the best leverage possible for our shareholders."

Mark Goodman, chairman of Copper Road, stated: "We are pleased to partner with Sterling on a transaction that is compelling on many levels. This transaction not only provides immediate capital but also brings forth dedicated technical expertise crucial for advancing the Copper Road project swiftly. Additionally, with the project in a larger portfolio, we have multiple opportunities for discovery and advancement in Tier 1 jurisdictions."

Terms

In order to effect the transaction, the vendor will assign all its right, title and interest to the project, including two option agreements, to the subsidiary. The company will acquire, by way of an exempt takeover bid, all of the issued and outstanding common shares in the capital of the subsidiary from the vendor, in consideration, of the issuance to the vendor such number of common shares in the capital of the company which is equal to 49 per cent of the issued and outstanding common shares immediately upon closing of the transaction, and aggregate cash payments of $460,000 to the vendor, composed of $200,000 upon execution of the agreement and $260,000 upon closing of the transaction.

The completion of the transaction is subject to the satisfaction of certain conditions precedent, including, but not limited to, receipt of all necessary consents, including the consent of the assignment of the option agreements to the subsidiary by the optionors to the option agreements, approvals and other authorizations of any regulatory authorities, including but not limited to the approval of the TSX Venture Exchange, and the approval of the shareholders of the vendor.

Following the completion of the transaction and subject to receiving shareholder approval, the vendor intends to distribute at least 90.1 per cent of the common shares that it receives in connection with the transaction to its shareholders.

About the Copper Road project

Location and infrastructure

The project covers 24,000 hectares and stretches approximately 30 kilometres. The project is located in an area with a rich mining history, 30 km from Batchewana Bay and situated between Wawa, Sault Ste. Marie, Sudbury and Timmins in Ontario, Canada. The project is intersected by numerous highways and roads, including the Trans-Canada Highway (Highway 17), which crosses the westernmost portion and provides major road connection to the city of Sault Ste. Marie. It is located 90 km from the Port of Sault St Marie, and 40 km from the Montreal River, which includes four hydroelectric dams and generating stations. The project is also ideally located in proximity to two copper smelters located outside of Sudbury.

Geological significance and history

The project is situated within the Mamainse point formation of the Keweenawan group within the Proterozoic southern province, on the eastern edge of the MCR. The MCR is the same structure that formed Lake Superior and the world-class Keweenawan peninsula copper-mining region in the United States, which housed the initial copper rush in the mid-1800s and was mined for more than 150 years.

The Mamainse point area has a long history of prospecting, exploration and mining activity dating to the mid-1800s, with the production of copper, silver and gold from the Coppercorp mine from 1965 to 1972, and the Tribag mine from 1965 to 1973. The Coppercorp mine reportedly produced 1.02 million tonnes (Mt) at 1.16 per cent Cu while the Tribag mine had reported ore reserves of 600,000 tons at 2.2 per cent Cu, with reported copper extracted of 16,000 tonnes from over one Mt of ore from 1967 to 1974. Following closure of the mines, significant sections of the district were closed to staking by the Ontario government. As a result of this, and fragmented land ownership, the area has seen only sporadic mineral exploration since the 1970s.

Exploration

In late 2021, Copper Road consolidated the district for the first time since it was discovered in the 1960s. Two thousand twenty-three drilling focused primarily on confirming and expanding on the historical porphyry and breccia results in the JR zone, located approximately one km from each other, in the centre of the project.

At the Jogran porphyry, drilling has successfully confirmed the continuity of the copper and molybdenum porphyry-hosted mineralization over long intervals. This mineralization also extends to the southwest into the mafic volcanics where it is associated with localized and discrete potassic alteration (magnetite and biotite), occurring as haloes adjacent to quartz-carbonate veinlets and as local patches in the mafic volcanics. Select holes from 2023 drilling, as announced by Copper Road in a press release on Nov. 30, 2023, are highlighted in the table entitled "Select intercepts from 2023 drilling in the Jogran porphyry."

At the Richards breccia, four holes were drilled by Copper Road to test the continuity of the mineralization originally drill tested by Aurogin Resources in 1997 and 1998, with an additional hole testing an area of high-gradient chargeability, located approximately 200 metres to the west-northwest of the breccia. Drilling successfully extended the breccia 50 m to 60 m vertically below the known mineralization, establishing the vertical extent of mineralization to 130 m from surface. The breccia remains open at depth and potentially to the northeast. Select holes from 2023 drilling as announced by Copper Road in a press release on Nov. 30, 2023, are highlighted in the table entitled "Select intercepts from 2023 drilling in the Richards breccia."

Junior exploration assistance program approval

Sterling is also pleased to announce that it has been selected by the Mineral Development Division of the Newfoundland and Labrador Department of Industry, Energy and Technology (IET) to receive a grant under the Junior Exploration Assistance Program (JEA) for exploration work conducted in 2023. The amount of the grant is to be determined. Sterling thanks the IET and the government of Canada for their financial support under the program toward the initial exploration of the Adeline project.

Qualified person

Jeremy Niemi, PGeo, senior vice-president of exploration and evaluation for Sterling Metals, has reviewed and approved the technical information presented herein.

About Sterling Metals Corp.

Sterling Metals is a mineral exploration company focused on large-scale and high-grade Canadian exploration opportunities. The company is advancing the 29,000-hectare Adeline project in Labrador, which covers an entire sediment-hosted copper belt, with demonstrated potential for important new copper discoveries with significant silver credits, and the Sail Pond project in Newfoundland.

About Copper Road Resources Inc.

Copper Road Resources is a Canadian-based explorer engaged in the acquisition, exploration and evaluation of properties for the mining of precious and base metals. The company is exploring for large copper/gold deposits on the 24,000-hectare Batchewana Bay project, 80 km north of Sault St. Marie, Ont., Canada.

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