MERG.V · 2025-02-07 12:00:00

Metal Energy Appoint s Jason Bahnsen to Board of Directors TORONTO, ONTARIO – Fe bruary 7 th , 202 5 – Metal Energy Corp . (“ Metal Energy ” or the “Company”) ( MERG : TSXV | MEEEF

Management Changes

Metal Energy

Appoint

Jason Bahnsen to Board of

Directors

TORONTO, ONTARIO

–

bruary

, 202

–

Metal

Energy

Corp

. (“

Metal Energy

” or the “Company”)

(

MERG

: TSXV |

MEEEF

OTC)

is pleased to announce that it has appointed Jason Bahnsen to its board of

directors.

Mr Bahnsen

is the President and CEO, and a director of Happy Creek Minerals Ltd.

Canadian mining

engineer and corporate executive with over 30 years of experience in the global resource sector in

positions ranging from operating roles as a miner, project engineer and mine supervisor at operations

throughout Canada and overseas. He als

o spent approximately 15 years working as an investment banker

leading the origination and execution of large scale equity capital markets transactions, and mergers and

acquisitions for major resource companies globally. More recently, Mr. Bahnsen has held

roles as CEO of

Canadian and Australian listed resource companies.

Stock Option Grant

The Company

is pleased to announce that the Board of Directors has approved the grant of stock options

to certain directors, officers, and consultants of the Company, allowing for the acquisition of up to, in the

aggregate, 4,575,000 shares of the Company.

3,100,000

stock options were granted to certain directors

and officers of the Company.

The options are exercisable at a price of CAD $0.0

per share for five (5)

years from the date of grant, vest one (1) year from the date of grant and are subject to r

egulatory policies

and approvals.

The grant of options to certain directors and officers is a "related party transaction"

under Multilateral

Instrument 61

101

Protection of Minority Security Holders in Special

Transactions ("MI 61

101"). The

Company relied on the exemptions from the formal valuation and minority

shareholder approval

requirements of MI 61

101 contained in Sections 5.5(a) and 5.7(1)(a) of MI

101 in respect of related

party matters, as the Company is listed on the TSX Venture Exchange ("TSXV") and neither the fair

arket

value (as determined under MI 61

101) of the subject matter of, nor the fair market value of

the

consideration for, the transaction, insofar as it involves the related parties, exceeded 25% of the

Company's market capitalization (as determined under MI 61

101).

About Metal Energy

Metal Energy is a crical metals exploraon company with two high

potenal projects in polically stable,

Canadian jurisdicons:

Manibridge (Ni

PGE) in Manitoba and its recently acquired Highland Valley

Project (Cu

Re) in Brish Colum

bia.

Metal Energy Corp.

MERG on the TSXV

[email protected]

416.644.1567

Reader Advisory

Neither TSX Venture Exchange nor its Regulaon Services Provider (as that term is deﬁned in the TSX

Venture Exchange policies) accept responsibility for the adequacy or accuracy of this release.

Certain

informaon set forth in this news release contains forward

looking statements or informaon ("forward

looking

statements"), including details about the business of the Company. By their nature, forward

looking statements are subject to numerous risks

and uncertaines, some of which are beyond the

Comp

any's control, including the impact of general economic condions,

industry condions, volality of

commodity prices, currency ﬂuctuaons, environmental risks, operaonal risks, compeon from

other

industry parcipants, stock market volality. Forward

looking statements in this press release include

statements regarding, among other things: the compleon of the Oﬀering on the terms ancipated, or at

all, and the ming and closing thereof;

the Company's ancipated use of the proceeds of the

Oﬀering;

Metal Energy’s business, strategy, objecves, strengths and focus; and the performance and other

characteriscs of the Company's properes and expected results from its assets. Such statements reﬂect

the current views of management of the Co

mpany with respect to future events and are subject to certain

risks, uncertaines and assumpons that could cause results to diﬀer materially from those expressed in

the forward

looking statements. Although the

Company believes that the expectaons

in its forward

looking statements are reasonable, its forward

looking statements have

been based on factors and

assumpons concerning future events which may prove to be inaccurate. Those factors and

assumpons

are based upon currently available informaon. Such statements are subject to known and unknown risks,

uncertaines and other factors that could inﬂuence actual results or events and cause actual results or

events to diﬀer materially

from those stated, ancipated or implied in the forward

looking statements.

Accordingly, readers are cauoned not to place undue

reliance on the forward

looking statements, as no

assurance can be provided as to future results, levels of acvity or achievements.

Risks, uncertaines,

material assumpons and other factors that could aﬀect actual results are discussed in our public

disclosure

documents available at

www.sedarplus.ca

including the Filing Statement dated November 15,

2021. Furthermore, the forward

looking statements contained in this document are made as

the date

of this document and, except as required by applicable law, the Company does not undertake any

obligaon to publicly

update or to revise any of the included forward

looking statements, whether as a

result of new informaon, future events or

otherwise. The forward

looking statements contained in this

document are expressly qualiﬁed by this cauonary statement.

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