Mr. Martin Walter reports

CARLTON PRECIOUS ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Carlton Precious Inc., further to its news releases of May 12, 2025, May 23, 2025, and June 9, 2025, has successfully closed its non-brokered private placement through the issuance of 18,176,888 units in the capital of the company at a price of nine cents per unit for gross proceeds of $1,635,920. PowerOne Capital Markets Ltd. acted as a finder in connection with a portion of the private placement.

Each unit comprised one common share in capital of the company and one-half of one whole common share purchase warrant. Each warrant entitles the holder therefor to acquire one common share at a price of 12 cents per common share for a period of 24 months from the date of issuance.

In connection with the private placement and in accordance with the policies of the TSX Venture Exchange, the company paid cash finders' fees of $53,829 and issued 590,333 finders' warrants. Each broker;s warrant entitles the holder thereof to acquire one common share at a price of nine cents per common share for a period of 24 months from the date of issuance.

All securities issued pursuant to the private placement are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Net proceeds of the private placement will be utilized to commence a drilling program at the company's wholly owned Esquilache project in Peru, to undertake exploration activities at the Matthina gold project and for general working capital purposes. The closing of the private placement 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 private placement 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 insiders of the company subscribed for an aggregate 2,175,000 units pursuant to the private placement. 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 private placement 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 private placement, which the company deems reasonable in the circumstances in order to complete the private placement in an expeditious manner.

About Carlton Precious Inc.

Carlton Precious is a publicly traded precious and base metals exploration company listed on the TSX Venture Exchange. The company is managed by a team of experienced mining and geological professionals. Carlton Precious' projects are focused on key mining jurisdictions, including Peru and Australia (central Victoria and Tasmania).

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