NEXG.V · 2023-05-11 12:00:00

Treasury Metals Announces Proposed Flow- Through Private Placement Offering for $1.41 Million

Financings

Treasury Metals Announces Proposed Flow-

Through Private Placement Offering for $1.41

Million

TSX: TML OTCQX: TSRMF

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

TORONTO

May 11, 2023

/CNW/

- Treasury Metals Inc.

(TSX: TML) (OTCQX: TSRMF)

Treasury

" or the "

Company

") is pleased to announce that it proposes to complete a non-brokered

private placement consisting of approximately 3.12 million flow-through common shares ("

") in the capital of the Company at a price of

$0.452

per FT Share for aggregate gross

proceeds of approximately

$1.41 million

(the "

Offering

"). The FT Shares will be issued as "flow-

through shares" with respect to "Canadian exploration expenses" within the meaning of the

Income

Tax Act

(

Canada

It is expected that the gross proceeds from the Offering will be used by the Company to incur

eligible "Canadian exploration expenses" that will qualify as "flow-through mining expenditures" (as

such terms are defined in the

Income Tax Act

(

Canada

)) and "eligible

Ontario

exploration

expenditures" as defined in subsection 103(4) of the

Taxation Act

, 2007 (

Ontario

) (the "

Qualifying

Expenditures

") related to the Company's projects. All Qualifying Expenditures will be renounced in

favour of the subscribers of the Flow-Through Shares effective no later than

December 31, 2023

There can be no assurance as to whether or when the Offering may be completed, or as to the

actual final size of the Offering. The Offering is expected to close on or about

June 1, 2023

, or such

other date as determined by the Company.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary

approvals, including the approval of the Toronto Stock Exchange and any applicable securities

regulatory authorities. All securities issued in connection with the Offering will be subject to a four-

month and one day hold period in

Canada

This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in

the United States

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

solicitation or sale would be unlawful. The securities to be offered have not been and will not be

registered under the

United States Securities Act of 1933

, as amended,

U.S. Securities Act

or under

any U.S. state securities laws, and may not be offered or sold in

the United States

or to, or for the

account or benefit of, U.S. persons, absent registration or an applicable exemption from the

registration requirements of the U.S. Securities Act and applicable state securities laws.

About Treasury Metals Inc.

Treasury Metals Inc. is a gold-focused company with assets in

Canada

. Treasury's Goliath Gold

Complex, which includes the Goliath, Goldlund and Miller deposits, is located in

Northwestern

Ontario

. The deposits benefit substantially from excellent access to the Trans-Canada Highway,

related power and rail infrastructure and close proximity to several communities, including

Dryden,

Ontario

. The Company also owns several other projects throughout

Canada

, including the

Weebigee-Sandy Lake Gold Project JV, and grassroots gold exploration property Gold Rock.

Treasury is committed to inclusive, informed and meaningful dialogue with regional communities and

Indigenous Nations throughout the life of all our Projects and on all aspects, including creating

sustainable economic opportunities, providing safe workplaces, enhancing of social value and

promoting community well-being.

To view further details about Treasury, please visit the Company's website at

www.treasurymetals.com

Cautionary Note Regarding Forward-Looking Information

This news release includes certain "forward-looking information" and "forward-looking statements"

(collectively, forward-looking statements") within the meaning of Canadian and

United States

securities legislation that is based on expectations, estimates, projections and interpretations as at

the date of this news release. Any statement that involves predictions, expectations, interpretations,

beliefs, plans, projections, objectives, assumptions, future events or performance (often, but not

always, using phrases such as "expects", or "does not expect", "is expected", "interpreted",

"management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled",

"forecasts", "estimates", "potential", "feasibility", "believes" or "intends" or variations of such words

and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or

"will" be taken to occur or be achieved) are not statements of historical fact and may be forward-

looking information and are intended to identify forward-looking information.

Since forward-looking information address future events and conditions, by their very nature they

involve inherent risks and uncertainties. Actual results could differ materially from those currently

anticipated due to a number of factors and risks. These include, but are not limited to, the amount

of proceeds raised in connection with the Offering; the closing of the Offering; exploration and

production for precious metals; delays or changes in plans with respect to exploration or

development projects or capital expenditures; the uncertainty of resource estimates; health, safety

and environmental risks; worldwide demand for gold and base metals; gold price and other

commodity price and exchange rate fluctuations; environmental risks; competition; incorrect

assessment of the value of acquisitions; ability to access sufficient capital from internal and

external sources; and changes in legislation, including but not limited to tax laws, royalties and

environmental regulations. Actual results, performance or achievement could differ materially from

those expressed in, or implied by, the forward-looking information and, accordingly, no assurance

can be given that any of the events anticipated by the forward-looking information will transpire or

occur, or if any of them do so, what benefits may be derived therefrom and accordingly, readers

are cautioned not to place undue reliance on the forward-looking information.

SOURCE

Treasury Metals Inc.

View original content:

http://www.newswire.ca/en/releases/archive/May2023/11/c2719.html

%SEDAR: 00027114E

For further information:

Jeremy Wyeth, President & CEO, T: +1 416 214 4654; Orin Baranowsky,

CFO, T: +1 416 214 4654, Email: [email protected], Twitter @TreasuryMetals, Toll-free: 1-

855-664-4654

CO: Treasury Metals Inc.

CNW 17:00e 11-MAY-23

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