Mr. Mathew Wilson reports

STERLING METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNITS AND FLOW-THROUGH SHARES

Sterling Metals Corp., further to its news releases of July 10, 2025, and July 16, 2025, has closed its non-brokered private placement through the issuance of 3,193,445 common shares in the capital of the company issued on a flow-through (FT) basis at a price of 42 cents per FT share and 3,310,723 units of the company issued on a hard-dollar basis at a price of 35 cents per unit for aggregate gross proceeds of up to $2.5-million.

Each hard-dollar unit comprises one common share in the capital of the company and one-half of one common share purchase warrant of the company. Each warrant shall entitle the holder thereof to acquire one common share at a price of 50 cents per common share for a period of two years from the closing of the offering.

In connection with the closing of the offering, the company paid certain eligible persons a cash commission in the amount of $69,324.97 and issued 167,915 broker warrants equal to 6 per cent of the number of securities issued pursuant to the offering. Each broker warrant entitles the holder thereof to acquire one common share at a price of 50 cents per common share for a period of two years from the closing of the offering.

The offering constituted 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, as an insider of the company subscribed for 119,048 FT shares pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by insiders does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.

All securities issued pursuant to the offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The closing of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The net proceeds from the sale of the units will be used for general working capital purposes and the gross proceeds of the offering received from the sale of the FT shares will be used to incur Canadian exploration expenses that will qualify as flow-through critical mineral mining expenditures as such terms are defined in the Income Tax Act (Canada).

About Sterling Metals Corp.

Sterling is a mineral exploration company focused on large-scale and high-grade Canadian exploration opportunities. The company is advancing the 25,000-hectare Copper Road project in Ontario, which has past production, and multiple breccia and porphyry targets strategically located near robust infrastructure, and the 29,000-hectare Adeline project in Labrador, which covers an entire sediment-hosted copper belt with significant silver credits. Both opportunities have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral-rich Canada.

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