Vancouver, B.C. – September 8, 2025 - MTB Metals Corp. (“MTB” or the “Company”) (TSX.V: MTB, OTCQB: MBYMF, Frankfurt: M9U) is pleased to announce that is has closed a non-brokered private placement (the “Offering”) for gross proceeds of $280,000 through the issuance of 11,200,000 flow-through units (each a “FT Unit”) at a price of $0.025 per FT Unit.
Each FT Unit consists of one share on a flow-through basis and one half of a warrant, exercisable for 18 months at $0.05 into a non-flow-through share. The Offering remains subject to final acceptance from the TSX Venture Exchange. All securities issued in connection with the Offering are subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The proceeds will be used exclusively to advance the Company’s Telegraph and Southmore projects. Up to $80,000 of the proceeds may be paid to non-arms-length parties for exploration services in the normal course of business.
Lawrence Roulston, CEO, President and a director of the Company, Rene Bernard, a director of the Company, Mark Brown, a director of the Company and Lucia Theny, VP of Exploration of the Company (collectively, the “Interested Parties”), purchased or acquired direction or control over a total of 960,000 FT Units as part of the Offering. The placement to the Interested Parties constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.
About MTB Metals:
MTB is advancing two copper-gold projects in the prolific Golden Triangle of northern British Columbia:
Telegraph: MTB controls 350 square kilometres of property located in the vicinity of 4 notable porphyry deposits being advanced by major mining companies: Galore (Teck/Newmont), Schaft (Teck), Saddle (Newmont) and the operating Red Chris copper-gold mine (Newmont). Field work by MTB, together with earlier results, provides compelling evidence for the presence of one or more porphyries, similar to others in the area. MTB has an option to earn 60% of claims representing 27% of the property and controls 100% of the balance of the property.
Southmore: 50 square kilometer property hosts several significant copper and gold occurrences. Surface samples include a sample with 12.7% copper and another with 29.4 g/t gold.
MTB also holds royalties on four projects in the Golden Triangle, including two past producing mines and it holds 480,072 shares of Dolly Varden Silver.
On behalf of the Board of Directors:
Lawrence Roulston
President & CEO
For further information please contact:
Caroline Klukowski, Investor Relations
mtbmetals@fluidpr.com
NEITHER TSX VENTURE EXCHANGE 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.
This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the exploration of the Company’s properties and the benefits the Company will derive from the sale of certain non-core exploration projects to Dolly Varden.
These forward‐looking statements involve numerous risks and uncertainties and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things, that the Company will not receive the necessary regulatory approvals in respect of the sale of certain non-core exploration projects, that the Company will not continue to focus on its Telegraph porphyry copper-gold project, that the Company’s shareholders will not benefit from exploration success on the sold properties, that the Company will not continue to advance its Southmore copper-gold project or that it will be unable to secure a joint venture partner to fund further work at Southmore, and that the Company is not well positioned to unlock the value of the copper-gold system at the Telegraph porphyry copper-gold project.
In making the forward looking statements in this news release, the Company has applied several material assumptions, including without limitation, that the Company will receive the necessary regulatory approvals in respect of the sale of certain non-core exploration projects, that the Company’s exploration plans will align with management’s current expectations, that the Company will derive the benefits from the sale of the properties currently anticipated, and that the Company will secure a joint venture partner to further work at Southmore.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.