Sterling Metals Announces Upsize to Private Placement of Units and Flow-Through Units

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

STERLING METALS ANNOUNCES UPSIZE TO PRIVATE PLACEMENT OF UNITS AND

FLOW-THROUGH UNITS

March 17, 2021 – Toronto, Ontario – Sterling Metals Corp. (TSXV: SAG) (the “Company”) is pleased

to announce that further to its press release of March 15, 2021, the Company has increased the size if its

non-brokered private placement to gross proceeds of up to $3,000,000 through the issuance of units (each,

a “Unit”) at a price of $0.52 per Unit and flow-through units (each, a “FT Unit”) at a price of $0.57 per FT

(the “Offering”).

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 $0.78 per Common Share 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 Unit Warrant. The FT Shares will qualify as “flow -through

shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada).

The Company has engaged Canaccord Genuity Corp. (“Canaccord Genuity”) to act as financial advisor

for the Offering. The Company will pay Canaccord Genuity an advisory fee which will be satisfied through

the issuance of 125,000 Units. The Company may pay certain eligible persons (the “ Finders”) a cash

commission equal to 7% of the gross proceeds of the Offering and broker warrants (“Broker Warrants”)

equal to 7% of the number of Units and FT Units issued pursuant to the Offering . Each Broker Warrant

shall entitle the holder thereof to acquire one Common Share at a price of $0.65 per Common Share for a

period of two (2) years from the Closing Date.

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 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 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 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 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.