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MOG.V ·

Mogotes Metals Inc .

Corporate Updates

Mogotes Metals Inc .

217 Queen St reet W est, Suite 401

Toronto, ON M5V 0R2

T + 1 (647) 846- 3313

[email protected]

NEWS RELEASE

STRATEGIC MINING INVESTOR SUBSCRIBES FOR PRIVATE PLACEMENT

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

September 4, 2024 – Toronto, Ontario – Mogotes Metals Inc. (TSXV: MOG, FSE: OY4) (“Mogotes”, or

the “Company”) is pleased to announce a non-brokered private placement through the issuance of up

to 17,857,142 units (each, a “Unit”) at a price of $0.14 per Unit for aggregate gross proceeds of up to

$2,500,000 (the “Offering”).

Each Unit shall be comprised of one common share (each, a “ Common Share”) and one-half of one

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

holder thereof to acquire one Common Share at a price of $0.30 per Common Share until January 31,

2027.

CEO, Allen Sabet, commented: “ We are pleased to welcome a strategic investor to participate in th e

Offering. The strategic investor, a mining company with operations in South America, will be a valuable

long-term ally in our quest for a discovery. Their participation in the Offering speaks to the potential of

our exploration targets and the scientific approach the Company has taken in exploration to date. We

are excited to move forward together!”

All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day

from the date of issuance and the resale rules of applicable securities legislation. The gross proceeds

from the sale of the Units will be used for funding its exploration work programs and development of

the Company’s Filo Sur property.

The closing of the Offering 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 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.

For further information, please contact:

Mogotes Metals Inc.

Allen Sabet, President and Chief Executive Officer

Phone: (647) 846-3313

Email: [email protected]

Cautionary Note Regarding Forward-Looking Statements:

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.

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”, “est imate”, “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.

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