Sterling Metals Announces Closing of Private Placement of Charity Flow-Through Units

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

STERLING METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF

CHARITY FLOW-THROUGH UNITS

May 27, 2022 – Toronto, Ontario – Sterling Metals Corp. (TSXV: SAG) (OTCQB: SAGGF)

(“Sterling Metals” or the “Company”) is pleased to announce that it has closed a non-brokered private

placement through the issuance of 6,428,571 charity flow-through units (each, a “Charity FT Unit”) at a

price of $ 0.28 per Unit for aggregate gross proceeds of $1,799,999.88 (the “Offering”). The Charity FT

Units were issued as part of a charity arrangement structured by PearTree Securities Inc.

Each Charity FT Unit is comprised of one common share (each, a “Common Share”) in the capital of the

Company and one Common Share purchase warrant (each, a “Warrant”) of the Company. Each Warrant

entitles the holder thereof to acquire one Common Share at a price of $0.40 per Common Share for a period

of two (2) years from the closing of the Offering . The Charity FT Units will qualify as “flow -through

shares” as defined in subsection 66(15) of the of the Income Tax Act (Canada).

Mathew Wilson, C hief Executive Officer of Sterling Metals stated, “over the last several weeks the

Company has added nearly $5 million to its treasury. The level of interest for these financings and the

quality of investors we have added to our ledger speaks to the tremendous potential of our Sail Pond asset

and the merits of our exploration strategy. The C ompany is currently prepping for drill mobilization and

we look forward to following up on our initial discovery holes as we press forward on the potential next

high grade silver district in Canada.”

In connection with the Offering, the Company paid an eligible person (the “Finder”) a cash commission of

$125,999.99 equal to 7% of the gross proceeds of the Offering delivered by the Finder and issued 449,999

broker warrants (“ Broker Warrants”) equal to 7% of the number of Charity FT Units delivered by the

Finder pursuant to the Offering. Each Broker Warrant entitles the holder thereof to acquire one Common

Share at a price of $0.28 per Common Share for a period of two (2) years from the closing of the Offering.

All securities issued pursuant to the Offering are 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 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. The gross proceeds of the Offering

received from the issuance of the Charity FT Units will be used to incur “Canadian exploration expenses”

and will qualify as “flow -through mining expenditures”, as such terms are defined in the Income Tax Act

(Canada).

As a result of the completion of this Offering and the previous private placement completed on May 5, 2022

(an insider of the Company subscribed for 50,000 Units in that offering) the Company has raised gross

proceeds of approximately $4,800,000 in the last month, resulting in the Company having working capital

of approximately $7,000,000. The Company anticipates commencing exploration activities in early June

2022.

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 register ed 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 more information, please contact:

Sterling Metals Corp.

Mathew Wilson, President & CEO

Tel: (416) 643-7630

Email: [email protected]

Website: www.sterlingmetals.ca

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”, “estimate”, “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.