Mr. Scott McLean reports

TRANSITION METALS CORP. VESTS 100% INTEREST IN PIKE WARDEN PROPERTY; ANNOUNCES $1M FINANCING

Transition Metals Corp. has vested a 100-per-cent interest in the Pike Warden property, a porphyry-epithermal exploration asset located in southern Yukon. This acquisition consolidates the company's control over the property and positions it for continued exploration activities and partnering opportunities. The company will seek a partner to more aggressively explore the large mineralized system opportunity.

"This acquisition represents an important step in expanding Transition Metals' portfolio of high-quality exploration assets," said Scott McLean, chief executive officer of Transition Metals. "The Pike Warden property has strong exploration potential, and the work carried out by Transition to date has identified over 30 high-grade Au-Ag epithermal and Cu-Mo porphyry showings, which together with the geophysical and mapping data demonstrate a large porphyry and epithermal mineralizing system."

Terms of vesting

The project was optioned from a local geologist in 2022 (see news release dated June 28, 2022). The company has vested its interest by paying the optionor $120,000, issuing one million shares and spending $1-million in exploration over the four-year period. The optionor retains a 1-per-cent net smelter return royalty on the property.

Financing

The company is pleased to announce that it intends to raise up to $1-million by way of a non-brokered private placement consisting of up to 8,695,652 charity flow-through units (the CFU) at a price of 11.5 cents per CFU. The initial purchasers of the CFU may subsequently donate such CFU to registered charitable organizations, who may in turn choose to sell such CFU units to purchasers at a price of eight cents per reoffered unit or sell such reoffered units to purchasers at the reoffer price. The company will not be a party to any such arrangements. The reoffered units will consist of a common share and a half warrant. Each full warrant entitles the investor to purchase a common share in the company at any time for 11.5 cents for a period of 18 months. A finder's fee may be paid in connection with the offering to finders, as determined by mutual agreement between the corporation and the finders and subject to regulatory approval. The finder's fee will consist of 6-per-cent cash for units sold to investors introduced by such finders, and non-transferable share purchase warrants equal to 6 per cent of such CFU sold to investors. The compensation warrants will permit the purchase of one common share in the capital of the company for 18 months from closing at a price of 11.5 cents.

Proceeds from the CFT shares issued in connection with the offering will be used to explore and advance critical minerals properties in Ontario (Saturday Night PGM) and Northwest Territories (Dessert Lake U) as well as Ontario precious metal project (Gowganda Au). The securities issued in connection with the offering, including any common shares issued upon exercise of the compensation warrants, will be subject to a four-month restricted resale period and applicable securities legislation hold periods outside of Canada from the closing date. Completion of the offering will be subject to all necessary approvals, including the approval of the TSX Venture Exchange. There can be no assurance that the offering will be completed as proposed or at all.

About Transition Metals Corp.

Transition Metals is a Canadian-based, multicommodity explorer. Its award-winning team of geoscientists has extensive exploration experience which actively develops and tests new ideas for discovering mineralization in places that others have not looked, often allowing the company to acquire properties inexpensively. Joint venture partners earn an interest in the projects by funding a portion of higher-risk drilling and exploration, allowing Transition to conserve capital and minimize shareholder's equity dilution.

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