Sterling Metals Announces Closing of Upsized Brokered Private Placement Financing

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

STERLING METALS ANNOUNCES CLOSING OF UPSIZED BROKERED PRIVATE

PLACEMENT FINANCING

April 17, 2023 – Toronto, Ontario – Sterling Metals Corp. (TSXV: SAG) (OTCQB: SAGGF) (“Sterling

Metals” or the “Company”) is pleased to announce that further to its press releases of March 29, 2023

and April 4, 2023, it has completed its previously announc ed brokered private placement through the

issuance of 6,700,000 charity flow-through units (the “Charity FT Units”), at C$0.225 per Charity FT Unit,

11,914,200 flow-through units (the “ FT Units”), at C$0.17 per FT Unit, and 19,625,000 hard dollar units

(the “HD Units”), at C$0.15 per HD Unit of the Company for aggregate gross proceeds of $6,476,658.90

(the “Offering”), which includes the exercise of the agents’ option.

Mathew Wilson, CEO of Sterling Metals commented, "With the closing of this upsized financ ing, we are

now well-positioned for long-term success as we embark on a journey to unlock the potential of our newly

acquired Adeline Project, while continuing to advance our existing Sail Pond Project with upcoming drill

programs planned for the rest of 2023.

We are pleased to extend a warm welcome to our new shareholders, whose participation has significantly

increased our institutional ownership. We look forward to providing project updates in the coming weeks.”

The Offering was led by PI Financial Corp., as sole agent and sole bookrunner (the “ Agent”).

A Form 45-106F19 Listed Issuer Financing Document dated March 29, 2023 was prepared in connection

with the Offering of the HD Units and was filed under the Compan y’s profile on www.SEDAR.com and on

the Company’s website at www.sterlingmetals.ca in French and English.

The Charity FT Units and FT Units were offered by way of a marketed “best efforts” private placement

offering to “accredited investors” or pursuant to other available prospectus exemptions under National

Instrument 45-106 Prospectus Exemptions in all provinces of Canada, subject to the receipt of necessary

regulatory approvals. The HD Units were offered by way of a best efforts private placement pursuant to the

Listed Issuer Financing Exemption under National Instrument 45 -106 – Prospectus Exemption in all

provinces of Canada, and certain foreign jurisdictions , subject to the receipt of necessary regulatory

approvals.

Each Charity FT Unit is comprised of one charity flow -through common share (a “Charity FT Share”) and

one transferable charity flow-through common share purchase warrant (each, a “ Warrant”). Each FT Unit

is comprised of one flow-through common share (a “FT Share”) and one transferable flow-through Warrant.

Each HD Unit is comprised of one common share (a “ HD Share”) and on e transferable Warrant. Each

Warrant shall be exercisable into one additional non-flow-through common share of the Company until April

17, 2025 at an exercise price of C$0.25 per share.

As consideration for services provided by the Agent in connection wi th the Offering, the Company: (i) paid

a cash commission in the amount of approximately $295,000, being equal to 6% of aggregate proceeds of

the HD Units (except, with respect of HD Units issued to certain purchasers on a President’s List, in which

case th e commission in respect of such issuance shall be equal to 3.0%) and (ii) issued 1,775,834

compensation options (the “ Compensation Options”) being equal to 6% of the aggregate number of HD

Units issued by the Company under the Offering (except, with resp ect of HD Units issued to purchasers

identified by the Company and included on the President’s List, whereby the number of Compensation

Options shall be reduced to 3%). Each Compensation Option is exercisable to acquire one common share

in the capital of the Company at an exercise price of $0.15 per share until October 17, 2024.

The net proceeds of the Offering from the HD Units will be used for exploration and development of the

Company’s mineral projects and for working capital and general corporate purposes. The aggregate gross

proceeds raised from the Charity FT Units and FT Units will be used before 2024 for exploration expenditures

which will constitute Canadian exploration expenses (within the meaning of subsection 66(15) of the Income

Tax Act (Canada) (the “Tax Act”)), that will qualify as “flow-through critical mineral mining expenditures” within

the meaning of the Tax Act (the “Qualifying Expenditures”).

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

regulatory approvals, including the final acceptance of the TSX Venture Exchange. The securities

comprising the Charity FT Units and the FT Units issued under the Offering will be subject to a statutory

hold period in Canada expiring four months and one day from the Closing Date.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy

5.9 and Multilateral Instrument 61 -101 – Protection of Minority Security Holders in Special Transactions

("MI 61-101") as an insider of the Company subscribed for 936,700 HD Units pursuant to the Offering. The

Company is relying on the exemptions from the valuation and minority shareholder approval requirements

of MI 61 -101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a

specified market and the fair market value of the participation in the Offering by the insider does not exceed

25% of the market capitalization of the Company in accordance with MI 61 -101. The Company did not file

a material change report in respect of the related party transaction at least 21 days before the closing of

the of the Offering, which the Company deems reasonable in the circumstances in order to complete the

Offering in an expeditious manner.

This news release does not constitute an offer to sell or a solicitation of an offer to buy 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.

About Sterling Metals

Sterling Metals (TSXV: SAG and OTCQB: SAGGF) is a mineral exploration company focused on Canadian

exploration opportunities. The Company is currently advancing its 100% owned Sail Pond Project located

in the Great Northern Peninsula of Newfoundland and recently acquired the Adeline Project in Labrador.

The 13,500 ha Sail Pond Project is a brand-new discovery, first discovered in 2016 with no drilling prior and

consists of high grade, silver, copper, lead and zinc associated with quartz -carbonate veining, brecciated

dolostone, and 100% sulfosalt veining. The 29,700 ha Adeline Project is a mid -stage exploration project

covering an entire sediment -hosted copper belt, with demonstrated potential for important new copper

discoveries with significant silver credits. Both projects are easily accessible by road with nearby services

and a 30-min flight from one another.

For more information, please contact:

Sterling Metals Corp.

Mathew Wilson, President & CEO

Tel: (416) 643-3887

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 simil ar

words, or statements that certain events or conditions “may” or “will” occur. In particular, this press release

contains forward looking statements concerning the anticipated use of proceeds of the Offering. These

statements are only predictions. Forwar d-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 obl igation 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.