Metal Energy Completes Highland Valley Copper Acquisition

Highlights:

• Metal Energy now owns 100% of the Highland Valley Copper Project.
• Project is adjacent to Teck's Highland Valley Copper (HVC) Mine, Canada's largest copper mine.
• Partnering with team led by geologist Charlie Greig to introduce new exploration ideas to this historic district.
• Extensive mineralization identified in Zones 1 and 2 along trend from Teck's HVC.

Toronto, November 7, 2024 - Metal Energy Corp. (TSXV: MERG) (OTCQB: MEEEF) (the "Company" or "Metal Energy") is pleased to announce the closing of its Acquisition of a 100% interest in the Highland Valley Copper Project in British Columbia (the "Acquisition"), following the initial announcement on October 4, 2024.

Link to Metal Energy's Highland Valley Presentation

The Highland Valley Project ("Highland" or the "Project") spans 240 km² in southern British Columbia, just 3.5 hours from Vancouver and 30 minutes from Merritt, with access to critical infrastructure, including roads, rail, and power.

As part of the Ore Group, Metal Energy will draw on its extensive project management experience to collect, harmonize, and modernize historical data, creating a comprehensive database to identify opportunities and trends for future exploration and development. The Acquisition aligns with Ore Group's strategy of capitalizing on historical data in regions with excellent infrastructure and proximity to major operating mines within established mining districts.

Located in the southern part of the Guichon Creek Batholith, the Highland Valley Project shares many geological features with Teck's HVC mine, particularly in two priority areas:

Zone 1: Contains copper-silver-molybdenum mineralization over 1,200 metres, open to the south and at depth, presenting significant expansion potential. Key copper-rich minerals include chalcocite and bornite.

Zone 2: Hosts high-grade copper-gold-silver-molybdenum-rhenium mineralization, distinguished by its gold enrichment, rare for this region. This zone also offers expansion potential in all directions.

New Ideas into an Old Camp - Initial Work Program to begin immediately

The initial work program will produce systematic ground AMT (Audio MagnetoTelluric) geophysical coverage of a highly prospective glacially covered area along trend from Teck's HVC. This technique is novel for the district and appears highly effective in delineating the subtle porphyry system footprints characteristic of the district based on initial surveys at Zones 1 and 2. In addition, passive seismic and hyperspectral studies will leverage accumulated geological knowledge to help vector towards new covered targets.

The Project is permitted for drilling and this newly acquired, highly prospective land package brings together underexplored targets and high-potential zones, where systematic drilling will expand known areas and explore new targets within the eastern and western parts of the Highland Valley property.

Under the previous ownership of Happy Creek, the Highland Valley property was consolidated into a single extensive land package over 17 years. In 2021, Happy Creek acquired the Mystery property (438 hectares) at the northern extent of the Highland East claims.

Terms of the Acquisition

The Acquisition was executed pursuant to a property purchase agreement between Metal Energy and Happy Creek Minerals Ltd. (HPY:TSXV) ("Happy Creek") dated October 2, 2024, as amended pursuant to an amending agreement dated October 3, 2024 (the "Purchase Agreement").

On closing of the Acquisition, the Company paid $300,000 and issued a total of 11,736,100 common shares in the capital of the Company ("Common Shares") to Happy Creek at a deemed price per Common Share of $0.02, resulting in Happy Creek owning a total of 9.9% of the total issued and outstanding Common Shares. The Company also granted Happy Creek a 2.5% net smelter royalty ("NSR") on the Project, of which 1.5% may be repurchased by the Company for a single payment of $5,000,000.

In addition, pursuant to the Purchase Agreement, the Company has agreed to the following consideration:

• the Company is required to conduct and file a minimum of $250,000 in exploration expenditures on the Property by December 31, 2024;

• the Company shall issue Common Shares to Happy Creek with a value of $1,000,000 (based on a price-per-Common Share as set out below) on or before the date that is 12 months from the date hereof ("Tranche One Consideration Shares");

• the Company shall issue Common Shares to Happy Creek with a value of $1,000,000 on or before the date that is 24 months from the date hereof ("Tranche Two Consideration Shares");

• the Company shall issue Common Shares to Happy Creek with a value of $1,500,000 on or before the date that is 36 months from the date hereof ("Tranche Three Consideration Shares"); and

• the Company shall issue Common Shares to Happy Creek with a value of $2,500,000 on or before the date that is 36 months from the date hereof ("Tranche Four Consideration Shares");

(the Tranche One Consideration Shares, Tranche Two Consideration Shares, Tranche Three Consideration Shares, and Tranche Four Consideration Shares are collectively the "Additional Consideration Shares".)

The number of Additional Consideration Shares to be issued and delivered to Happy Creek above will be determined based on the greater of (i) the Discounted Market Price (as defined in Policy 1.1 of the TSX Venture Exchange (the "TSXV") Corporate Finance Manual) and (ii) the volume weighted average price of the Common Shares that trade on the TSXV for the thirty (30) trading days prior to the date such Additional Consideration Shares are issued, provided that in any event no Additional Consideration Shares shall be issued at a price of less than $0.01 per Common Share, and the aggregate number of Common Shares that are issued at a price or deemed price that is less than $0.05 in any 12 month period does not exceed 100% of the number of Common Shares which were issued and outstanding, on a non-diluted basis, at the beginning of that 12 month period.

If the issuance of any of the Additional Consideration Shares would result in Happy Creek holding in excess of 19.9% of the issued and outstanding Common Shares, Metal Energy shall pay the balance of the applicable payment in cash.

In addition, provided Happy Creek continues to hold at least 5% of the issued and outstanding shares, Happy ‎Creek will have the right to nominate one director to Metal Energy's board of directors. ‎To this effect, the Company shall appoint Jason Bahnsen to the board of directors until the next annual general meeting of the Company.

In addition to the NSR granted to Happy Creek, the Project is subject to the following NSRs, which shall be assigned to the Company in connection with the Acquisition:

• a 0.5% NSR to Mike Jones on seven mineral claims on the Project. The Company may purchase such royalty for $1,000,000;

• a 2.0% NSR to Masco Capital Inc. on two mineral claims on the Project. The Company may purchase 1% of such royalty for $1,000,000;

• a 2.5% NSR royalty to Brian T. Malahoff on seven mineral claims on the Project, payable to a maximum of $3,000,000. The Company may purchase 1% of such royalty for $2,000,000;

• a 2.5% NSR to Dwayne Kress on two mineral claims on the Project. The Company may purchase such royalty for $3,000,000; and

• a 2.0% NSR to Christopher Delorme on eighteen mineral claims on the Project. The Company may purchase such royalty for $2,000,000;

(the "Existing NSRs")

In accordance with the Purchase Agreement, Happy Creek retains the buy-back rights contained in the Existing NSRs.

Pursuant to the Purchase Agreement, the Company is required to complete financings with a minimum total of $1.25 million on or before the date that is six months after the date hereof, and an additional $1.25 million on or before the date that is twelve months after the date hereof (the "Financing Conditions"). In the event that the Financing Conditions are not met, or if the Company misses a payment or does not complete the initial exploration expenditures, then the interest in the Property shall be transferred to Happy Creek in accordance with the Purchase Agreement.

QP Statement

The technical information contained in this news release has been reviewed and approved by Mike Sweeny, P.Geo., Technical Advisor for Metal Energy, and a Qualified Person as defined in "National Instrument 43-101, Standards of Disclosure for Mineral Projects."

For further information, please contact:

Reader Advisory

This news release contains certain forward-looking information. All statements included herein, other ‎than statements of historical fact, are forward-looking information and such information involves various ‎risks and uncertainties. In particular, this news release contains forward-looking information in relation ‎to: the anticipated benefits of the Acquisition to Metal Energy and its shareholders; the ability of Metal Energy to satisfy the other conditions to, and to complete, the Acquisition; ‎and the ability of the Company to complete the Financing Conditions, the exploration expenditures, and make all payments in a timely matter so as to maintain the interest in the Project. There can be no assurance ‎that such information will prove to be accurate, and actual results and future events could differ ‎materially from those anticipated in such information. This forward-looking information reflects the ‎Company's current beliefs and is based on information currently available to the Company and on ‎assumptions the Company believes are reasonable. These assumptions include, TSXV acceptance and market acceptance of the Acquisition; the ‎Company's current and initial understanding and analysis of its projects; the Company's general and ‎administrative costs remaining constant; market acceptance of the Company's business model, goals ‎and approach; and the feasibility and reasonableness of conducting exploration on and developing any ‎of the Company's projects. Forward-looking information is subject to known and unknown risks, ‎uncertainties and other factors which may cause the actual results, level of activity, performance or ‎achievements of the Company to be materially different from those expressed or implied by such ‎forward-looking information. Such risks and other factors may include, but are not limited to: there is no ‎certainty that work programs will result in significant or successful ‎exploration and development of the ‎Company's properties; uncertainty as to ‎the actual results of exploration and development or operational ‎activities; uncertainty as to the availability and terms of ‎future financing on acceptable terms; ‎uncertainty as to timely availability of permits and other governmental approvals; the Company may not ‎be able ‎to comply with its ongoing obligations regarding its properties; the early stage development of ‎the Company and its projects; general business, economic, competitive, political and social ‎uncertainties; capital market conditions and market prices for securities, junior market securities and ‎mining exploration company securities; commodity prices; the actual results of current exploration and ‎development or operational activities; competition; changes in project parameters as plans continue to ‎be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to ‎receive board or regulatory approvals; changes in legislation, including environmental legislation or ‎income tax legislation, affecting the Company; conclusions of economic evaluations; and lack of ‎qualified, skilled labour or loss of key individuals. A description of additional risk factors which may ‎cause actual results to differ materially from forward-looking information can be found in the Company's ‎disclosure documents on the SEDAR+ website at www.sedarplus.ca. Although the Company has ‎attempted to identify important factors that could cause actual results to differ materially from those ‎contained in forward-looking information, there may be other factors that cause results not to be as ‎anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-‎looking information. The Company does not undertake to update any forward-looking information ‎except in accordance with applicable securities laws.‎

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/229126