Mustang Announces Closing of Non-Brokered Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

MUSTANG ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

Vancouver, British Columbia, December 31, 2025, Mustang Energy Corp. (CSE: MEC, OTC: MECPF,

FRA: 92T) (“ Mustang” or the “ Company”) is pleased to announce that, further to its news release

dated December 19 , 202 5, it has c losed a non-brokered private placement of 2,000,000 flow -

through units (each, a “FT Unit”) of the Company at a price of $0.09 per FT Unit for aggregate gross

proceeds of $180,000 (the “Offering”).

Each FT Unit consists of one common s hare (each, a “ Common Share ”) in the capital of the

Company to be issued as a “flow -through share” (each, a “ FT Share ”) within the meaning of

subsection 66(15) of the Income Tax Act (Canada) (the “ Income Tax Act ”) and one half of one

Common Share purchase warrant (each, a “ Warrant”). Each whole Warrant will entitle the holder

thereof to purchase one non-flow through Common Share (each, a “ Warrant Share”) at a price of

C$0.15 for a period of two years following the issue date of the FT Units.

Each FT Share is issued as a “flow -through share” within the meaning of subsection 66(15) of the

Income Tax Act (Canada) (the “Tax Act”). The Company intends to use the proceeds of the Offering

for the exploration of the Company’s uranium projects in the Athabasca Basin in Saskatchewan. The

gross proceeds from the issuance of the FT Shares will be used to incur resource exploration

expenses which will constitute “Canadian exploration expenses” as defined in subsection 66.1(6) of

the Tax Act and “flow through critical mineral mining expenditures” as defined in subsection 127(9)

of the Tax Act, which will be renounced with an effective date no later than December 31, 2025 to the

purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from

the issue of the FT Shares.

The securities issued in the Offering are subject to a hold period expiring on May 1, 2026.

In connection with the Offering, t he Company paid finder’s fees to Red Cloud Securities Inc. of

$12,600 in cash and 140,000 share purchase warrants (each, a “Finder’s Warrant”). Each Finder’s

Warrant is exercisable into one Common Share (each, a “ Finder’s Warrant Share ”) at a price of

$0.15 per Finder’s Warrant Share until December 31, 2027 and are subject to a hold period until May

1, 2026.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of

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 unless

registered under the U.S. Securities Act and applicable state securities laws or an exemption

from such registration is available.

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About Mustang Energy Corp.

Mustang is a resource exploration company focused on acquiring and developing high -potential

uranium and critical mineral assets. The Company is actively exploring its properties in Northern

Saskatchewan, Canada and holds 77,318 hectares in around the Athabasca Basin. Mustang's flagship

property, Ford Lake, covers 7,743 hectares in the prolific eastern Athabasca Basin, while its Cigar Lake

East and Roughrider South projects span 3,442 hectares to the north and the Spur Project to the south

covering 17,929 h ectares. Mustang has also established its footprint in the Cluff Lake region of the

Athabasca Basin with the Yellowstone Project (21,820 hectares) and further expanded its presence in

the south central region of the Athabasca Basin with the Dutton Project (7,633 hectares).

On behalf of the board of directors

“Nicholas Luksha”

Nicolas Luksha

CEO and Director

For further information, please contact:

Mustang Energy Corp.

Attention: Nicholas Luksha, CEO and Director

Phone: (604) 838-0184

Forward-Looking Statements Disclaimer

This news release includes certain “forward -looking statements” under applicable Canadian securities

legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other

factors that could cause actual results, performance, prospects, and opportunities to differ materially

from those expressed or implied by such forward-looking statements. Forward-looking statements in this

news release include, but are not limited to, statements with respect to the expectations of management

regarding the use of proceeds of the Offering and renouncing the appliable Canadian Exploration

expenses and flow through critical mineral mining expenditures with an effective date no later than

December 31, 2025. Although the Company believes that the expectations reflected in the forward-

looking information are reasonable, there can be no assurance that such expectations will prove to be

correct. Such forward -looking statements are subject to risks and uncertainties that may cause actual

results, performance or developments to differ materially from those contained in the statements

including that the proceeds of the Offering may not be used as stated in this news release , that the

Company may not be able to spend the proceeds of the Offering in compliance with the Tax Act, and

those additional risks set out in the Company’s public documents filed on SEDAR+ at www.sedarplus.ca.

Although the Company believes that the assumptions and factors used in preparing the forward-looking

statements are reasonable, undue reliance should not be placed on these statements, which only apply

as of the date of this news release, and no assurance can be given that such events will occur in the

disclosed time frames or at all. Except where required by law, the Company disclaims any intention or

obligation to update or revise any forward -looking statement, whether as a result of new information,

future events, or otherwise.

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Neither the Canadian Securities Exchange nor the Market Regulator (as that term is defined in

the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or

accuracy of this release.