Metal Energy Closes Private Placement

Toronto, December 20, 2023 - Metal Energy Corp. (TSXV: MERG) (OTCQB: MEEEF) (the "Company" or "Metal Energy") is pleased to announce that it closed a non-brokered private placement (the "Offering") for aggregate gross proceeds of $640,000.00. Proceeds will be used for an upcoming program on Metal Energy's SourceRock Lithium Brine Project. Metal Energy's CEO, James Sykes, and its Chairman, Stephen Stewart, participated in this private placement.

About Metal Energy's SourceRock Project

SourceRock is highly prospective for lithium ("Li") brines in the Thunder Bay-Nipigon area of northwestern Ontario. The Project is exceptionally large, covering 913 square kilometres within an area measuring approximately 10 to 20 km wide by 95 km long (Figure 1). The Project has excellent access to infrastructure and capacity that has supported previous exploration programs and mine development, including year-round highway, railroad, and seaport access, with power and natural gas lines crossing the Project.

The Offering consists of 12,800,000 flow-through units of the Company (each "FT Unit") at a price of $0.05 per FT Unit. Each FT Unit will be comprised of one common share in the capital of the Company (within the meaning of the Income Tax Act (Canada) (a "FT Common Share") and one half of one Common Share purchase warrant ("FT Warrant"). Each FT Warrant is exercisable to acquire one Common Share (a "FT Warrant Share") at an exercise price of $0.10 per FT Warrant Share for a period of 36 months from the closing of the Offering.

Under applicable securities laws in Canada, the common shares and warrants issued are subject to a four-month and one-day hold period from the date of closing of the Offering.

The Company intends to use the net proceeds from the sale of FT Units towards its exploration work on the SourceRock project in Thunder Bay, Ontario. Finders fees of $43,400 cash and 854,000 finders warrants were payable to arms length finders in regards to this private placement.

MI 61-101 and TSXV Policy 5.9 Disclosure‎

Of the 12,800,000 FT Units issued pursuant to the Offering, 400,000 FT Units were issued directly or indirectly to James Sykes, Metal Energy's CEO, and Stephen Stewart, Chairman of Metal Energy.

Metal Energy relied on section 5.5(b) of Multilateral Instrument 61-101 - Protection of Minority Security ‎Holders in ‎‎Special Transactions ‎‎("MI 61-‎‎101")‎ as the exemption from the formal ‎valuation ‎‎requirements of ‎MI 61-101 and TSX Venture Exchange Policy 5.9 in respect of the issuance of ‎the FT Units ‎to the insiders of Metal Energy as the Common Shares of Metal Energy are not listed on ‎a ‎specified ‎market (and the ‎ Common Shares are only listed on the TSX Venture Exchange). ‎The ‎Corporation ‎relied on section ‎‎5.7(1)(b) of MI 61-101 as the exemption from the minority ‎approval ‎requirements of ‎MI 61-101 and TSX Venture Exchange Policy 5.9 ‎in ‎respect of the ‎issuance of Common Shares to ‎the insiders of the ‎Corporation as Metal Energy is not listed on a ‎specified stock exchange and, at the time the Offering was agreed to, neither the fair ‎market value of the securities to be distributed pursuant to the Offering to such ‎persons, nor the consideration to be received for those securities, will exceed $2,500,000. ‎

No special committee was ‎established in ‎connection with the Offering‎. The Board ‎of ‎Directors of Metal Energy has unanimously approved the Offering and no materially ‎contrary ‎view or ‎abstention ‎was expressed or made by any director ‎in relation to the ‎Offering. ‎The material change report to be filed in relation to the ‎closing of the Offering will not ‎be filed at ‎least 21 days prior to the completion of the ‎ Offering as ‎contemplated by ‎MI ‎‎61-101. Metal Energy believes that this shorter ‎period is reasonable and ‎necessary in the ‎‎circumstances as the completion of the Offering occurred shortly before the ‎issuance ‎of such material change report in relation to the Offering.‎

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About Metal Energy Corp.

Metal Energy is a battery metal exploration company with two projects in politically stable Canadian jurisdictions; Manibridge (Ni-Cu-Co-PGE) in Manitoba, and SourceRock (Li-Na-K) in Ontario. The Manibridge Project is 85% owned by Metal Energy and 15% owned by Mistango River Resources Inc. (CSE: MIS). SourceRock is subject to earn-in agreements where the Company can acquire 100% exploration rights to the project.

For further information, please contact:

Metal Energy Corp.
MERG on the TSXV
info@metalenergy.ca
www.metalenergy.ca

James Sykes, CEO
jsykes@oregroup.ca
306-221-8717

Reader Advisory

Certain information set forth in this news release contains forward-looking statements or information ("forward-looking ‎statements"), including details about the business of the Company. By their nature, forward-looking statements are subject to numerous risks ‎and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, ‎industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from ‎other industry participants, stock market volatility. Although the ‎Company believes that the expectations in its forward-looking statements are reasonable, its forward-looking statements have ‎been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and ‎assumptions are based upon currently available information. Such statements are subject to known and unknown risks, ‎uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially ‎from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue ‎reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. ‎Risks, uncertainties, material assumptions and other factors that could affect actual results are discussed in our public disclosure ‎documents available at www.sedarplus.ca including the Filing Statement dated November 15, 2021. Furthermore, the forward-looking statements contained in this document are made as of ‎the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly ‎update or to revise any of the included forward-looking statements, whether as a result of new information, future events or ‎otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.‎

Neither the TSX Venture Exchange Inc. 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.

FIGURE 1 - SourceRock project location map

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