Sterling Metals Announces Private Placement of Units, Flow-Through Units and Charity Flow-Through Units

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

STERLING METALS ANNOUNCES PRIVATE PLACEMENT OF UNITS, FLOW-THROUGH

UNITS AND CHARITY FLOW-THROUGH UNITS

November 23, 2020 – Toronto, Ontario – Sterling Metals Corp. (TSXV: SAG) (the “Company”) is

pleased to announce that it has entered into an agreement with StephenAvenue Securities Inc.

(the “Agent”), as sole agent and sole bookrunner, in connection with a “best efforts” private placement

through the issuance of units (each, a “Unit”) at a price of $0.30 per Unit, flow-through units (each, a “FT

Unit”) at a price of $0.35 per FT Unit and charity flow-through units (each, a “Charity FT Unit”) at a price

of $0.39 per Charity FT Unit for aggregate gross proceeds of up to $3,000,000 (the “Offering”), with a

lead order by GoldSpot Discoveries Inc.

Each Unit shall be comprised of one common share (“Common Share”) in the capital of the Company and

one Common Share purchase warrant (“Warrant”) of the Company. Each Warrant shall entitle the holder

thereof to acquire one Common Share at a price of $0.45 for a period of two (2) years from the closing date

(the “Closing Date”) of the Offering. Each FT Unit shall be comprised of one Common Share, issued on a

flow-through basis (“FT Share”) and one Warrant, issued on a non- flow-through basis, having the same

terms as the Warrants partially comprising the Units. Each Charity FT Unit shall be comprised of one

Common Share, issued on a flow-through basis (“Charity FT Share”) and one Warrant, having the same

terms as the Warrants comprising the Units and FT Units. The FT Shares and the Charity FT Shares will

qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

As consideration for the services provided by the Agent in connection with the Offering, the Company will

pay a cash commission of 8% of the gross proceeds of the Offering ; and (ii) broker warrants ( “Broker

Warrants”) in an amount equal to 8% of the number of Units , FT Units and Charity FT Units issued

pursuant to the Offering, exercisable at a price of $0.30 per Common Share for a period of two (2) years

following the Closing Date.

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

the date of issuance in accordance with applicable securities legislation. The net proceeds from the sale of

the Units will be used for general working capital purposes. The gross proceeds from the sale of the FT

Units and the Charity FT Units will be used by the Company to incur eligible “ Canadian exploration

expenses” that will qualify as “flow-through expenditures” as such terms are defined in the Income Tax Act

(Canada).

The Offering is anticipated to close on or about December 11, 2020, or such other later date as the Company

and the Agent may reasonably agree. The closing 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 b een 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. S ecurities 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

StephenAvenue Securities Inc.

Daniel Cappuccitti

Tel: (416) 479-4478

Toll Free: 1-844-540-2018

Fax: (416) 866-4141

Email: [email protected]

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.