Carlton Precious Announces Closing 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 CLOSING

OF PRIVATE PLACEMENT

Toronto, Ontario, June 12, 2025 – Carlton Precious Inc. (TSX-V: CPI | OTCQB: NBRFF) ("Carlton" or

the "Company") is pleased to announce that, further to its press releases of May 12, 2025, May 23, 2025

and June 9, 2025, it has successfully closed its non-brokered private placement through the issuance of

18,176,888 units (each, a " Unit") in the capital of the Company at a price of $0.09 per Unit for gross

proceeds of $1,635,920 (the "Private Placement"). PowerOne Capital Markets Limited acted as a finder

in connection with a portion of 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.

In connection with the Private Placement, and in accordance with the policies of the TSX Venture

Exchange, the Company paid cash finder’s fees of $ 53,829 and issued 590,333 finder’s warrants (each a

"Broker Warrant"). Each Broker Warrant entitles the holder thereof to acquire one Common Share at a

price of $0.09 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.

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 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% 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

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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 securities laws or an exemption from

such registration is available.

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 informa tion 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.