Mustang arranges $1.2 million LIFE offering

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES

OR FOR DISSEMINATION IN THE UNITED STATES

MUSTANG ANNOUNCES PRIVATE PLACEMENT OF UP TO $1,200,000

Vancouver, British Columbia, February 7, 2025, Mustang Energy Corp. (CSE: MEC, OTC: MECPF,

FRA: 92T) (“Mustang” or the “Company”) is pleased to announce a non-brokered private placement

consisting of up to 6,000,000 units of the Company (each, a “Unit”), at a price of $0.20 per Unit, for

gross proceeds of up to $1,200,000 (the “LIFE Offering”).

Each Unit will consist of one (1) common share in the capital of the Company (each, a “ C o mmon

Share”) and one (1) Common Share purchase warrant (each, a “ Warrant”). Each Warrant will be

exercisable into one (1) Common Share (each, a “ Warrant Share ”, and collectively with the

Common Shares and Warrants, the “Securities”) at a price of $0.27 per Warrant Share for a period

of eight (8) months following the date of issuance.

There is an offering document (the “ Offering Document”) related to the LIFE Offering that can be

accessed under the Company’s profile at www.sedarplus.ca and on the Company’s website at

www.mustangenergy.ca. Prospective investors should read the Offering Document before making

an investment decision.

As disclosed in the Offering Document, the Company intends to use the net proceeds from the LIFE

Offering for general corporate and administrative expenses, investor relations and communications,

and general working capital, which may include exploration expenditures.

The Securities offered as a part of the LIFE Offering shall be offered to purchasers resident in all

provinces of Canada, excluding Quebec, pursuant to the listed issuer financing exemption under

Part 5A of N ational Instrument 45-106 – Prospectus Exemptions (the “ Listed Issuer Financing

Exemption”). Securities offered under the Listed Issuer Financing Exemption will not be subject to

resale restrictions to Canadian resident investors pursuant to applicable Canadian securities laws.

The LIFE Offering is anticipated to close on or about February 21, 2025, or such later date as the

Company may determine. The closing is subject to certain conditions including, but not limited to, a

minimum of $1,000,000 in gross proceeds being raised by the LIFE Offering and the receipt of all

necessary regulatory and other approvals, including the Company’s completion of its filing

obligations under the policies of the Canadian Securities Exchange (“CSE”).

As disclosed in the Offering Document, the Company may pay finder’s fees under the LIFE Offering

as permitted by CSE policy and applicable securities laws.

None of the securities sold in connection with the LIFE Offering will be registered under the United

States Securities Act of 1933, as amended, and none of these securities may be offered or sold in the

United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy

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nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale

would be unlawful.

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 hectares. 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 contains forward-looking statements. All statements, other than statements of

historical fact that address activities, events or developments that the Company believes, exp ects

or anticipates will or may occur in the future are forward -looking statements. Forward -looking

statements in this news release include statements regarding: the Company completing the LIFE

Offering as planned, the intended use of proceeds of the LIFE Offering, the closing conditions of the

LIFE Offering, the CSE approval of the Offering and the anticipated closing date of the LIFE Offerin g .

The forward-looking statements reflect management’s current expectations based on information

currently available and are subject to a number of risks and uncertainties that may cause outcomes

to differ materially from those discussed in the forward-looking statements including: the Company

may not complete the LIFE Offering as proposed; the CSE may not approve the LIFE Offering; the

proceeds of the LIFE Offering may not be used as stated in this news release; the Company may be

unable to satisfy all of the conditions to c losing the Life Offering ; adverse market conditions and

other factors beyond the control of the parties. Although the Company believes that the assumptions

inherent in the forward -looking statements are reasonable, forward -looking statements are not

guarantees of future performance and, accordingly, undue reliance should not be put on such

statements due to their inherent uncertainty. Factors that could cause actual results or events to

differ materially from current expectations include general market conditions and other factors

beyond the control of the Company. The Company expressly disclaims any intention or obligation to

update or revise any forward -looking statements whether as a result of new information, future

events or otherwise, except as required by applicable law.

Neither the CSE nor the Market Regulator (as that term is defined in the policies of the CSE)

accepts responsibility for the adequacy or accuracy of this release.