Carlton Precious Announces Additional Tranche of Private Placement

TSXV | CPI

OTCQB | NBRFF

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

CARLTON PRECIOUS ANNOUNCES ADDITIONAL TRANCHE

OF PRIVATE PLACEMENT

Toronto, Ontario, June 16, 2025 – Carlton Precious Inc. (TSX-V: CPI | OTCQB: NBRFF) ("Carlton" or

the "Company") announces that, further to its press releases of May 12, 2025, May 23, 2025, June 9, 2025

and June 12, 2025 , it has closed an additional and final tranche of the non -brokered private placement

through the issuance of 126,389 units (each, a "Unit") in the capital of the Company at a price of $0.09 per

Unit for gross proceeds of $ 11,375. This final tranche increases the total Private Placement to 18,303,277

Units for total aggregate proceeds of $1,647,295 (the "Private Placement").

Each Unit was comprised of one common share (each, a "Common Share") in capital of the Company and

one-half of one whole Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant

entitles the holder therefor to acquire one Common Share at a price of $0.12 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, 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.

This additional and final tranche of 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 ("MI 61-101") as an insider of the Company subscribed for an

aggregate 126,389 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 the insider does not exceed 25% 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the

United States. The securities have not been and will not be registered under the United States Securities

Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or

sold within the United States or to U.S. Persons as defined under applicable United States securities laws

unless registered under the U.S. Securities Act and applicable state securiti es laws or an exemption from

such registration is available.

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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).

For further information, please contact:

Martin Walter, CEO, Carlton Precious Inc., at +1-416-389-5692 or [email protected].

Neither the 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.

Caution Regarding Forward Looking Statements

This news release contains certain " forward-looking information" within the meaning of applicable

securities laws. Forward looking information is frequently characterized by words such as "plan", "expect",

"project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and

other similar words, or statements that certain events or conditions "may" or "will" occur. These statements

are only predictions. Forward-looking information is based on the opinions and estimates of management

at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors

that could cause actual events or results to differ materially from those projected in the forward - looking

information. For a description of the risks and uncertainties facing the Company and its business and affairs,

readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes

no obligation to update forward-looking information if circumstances or management’s estimates or

opinions should change, unless required by law. The reader is cautioned not to place undue reliance on

forward-looking information.