TMET.V · 2021-07-13 12:00:00

Duro Metals Inc. Announces Signing of Letter of Intent and Letter Agreement FOR Its Qualifying Transaction

Mergers & Acquisitions

DURO METALS INC

Suite

10545 45 Avenue NW, Edmonton, Alberta,

6H 4M9

NEWS RELEASE

DURO METALS INC. ANNOUNCES

SIGNING OF LETTER OF INTENT AND LETTER

AGREEMENT FOR ITS

QUALIFYING TRANSACTION

Edmonton

Alberta

, July

, 2021

–

Duro

Metals Inc.

(TSXV: DURO) ("

Duro

" or the "

Company

"), a

capital pool company listed on the TSX Venture Exchange ("

TSXV

"), is pleased to announce it has entered

into a letter agreement (the "

Letter Agreement

") with Brian and Steven Scott (the "

Scott Brothers

"), dated

effective July 13, 2021, pursuant to which the Company will acquire British Columbia mineral claims in

the Gnat Pass (the "

Gnat Claims

") as part of a qualifying transaction involving 1306043 BC Ltd. ("

130

(the "

Acquisition

"). In connection with

the Acquisition, a letter of intent (the "

Letter of Intent

") was

entered with 130 and Torr Resources Corp ("

Torr

") effective July 13, 2021, pursuant to which an

acquisition transaction will result in a "reverse takeover" of the Company pursuant to the pol

icies of the

TSXV and the acquisition of the British Columbia mineral claims knowns as the Hu Property and Dalvenie

Property (the "

Qualifying Transaction

"). Together, the consolidated Gnat Claims, Hu Property and

Dalvenie Property are now known as the

Lath

am Copper

Gold Project

Duro CEO Sean Mager commented, “We are excited for our shareholders to participate in the systematic

district

scale exploration of this highly prospective consolidated claim package with its copper

gold

porphyry potential that is

located

in the prolific Golden Horseshoe region of northern British Columbia,

where modern exploration by multiple companies has delivered recent gold

rich copper porphyry

discoveries and major project acquisitions.”

Torr CEO Malcolm Dorsey, M.Sc., added,

“Together with multiple large greenfield copper

porphyry and

epithermal targets, the 467 km² consolidated

land position

is comprised of 41 mineral claims and contains

the historic Gnat Pass copper

porphyry deposit, which will be a focus of exploration for

the first time since

the 1960’s porphyry rush. There also remains excellent opportunity for future discoveries with exploration

targets identified across a +23km mineralized corridor.”

The mineral claims comprising the

Latham Copper

Gold Project

are all Br

itish Columbia mineral claims

which were originally staked and are owned by the Scott Brothers, Torr and 130 (collectively, the

Vendors

"), who are all transferring 100% of their respective ownership interests in those mineral claims

to the Company or a wh

olly owned subsidiary of the Company under the Qualifying Transaction. The

Company is preparing a geological technical report (the "

Technical Report

") in respect of the

Latham

Copper

Gold Project

in accordance with National Instrument 43

101

—

Standards of D

isclosure for Mineral

Projects which will be filed under the Company's profile on SEDAR as a condition of closing of the

Qualifying Transaction. Further details of the

Latham Copper

Gold Project

will be provided in the

Technical Report and a subsequent new

s release to be disseminated prior to closing.

The Letter of Intent will be followed by the negotiation of a definitive agreement (the "

Definitive

Agreement

") setting forth the detailed terms of the Qualifying Transaction and containing the terms and

condi

tions set out in the Letter of Intent and such other terms and conditions as are customary for

transactions of the nature and magnitude contemplated in the Letter of Intent. If completed, the proposed

transaction will constitute the Company's Qualifying Tr

ansaction as set forth in Policy 2.4 of the TSXV

Exchange Policy 2.4

Proposed Qualifying Transaction

Pursuant to the terms of the Letter of Intent and prior to completion of the Qualifying Transaction, the

Company will continue its corporate existence

from the

Alberta Business Corporations Act

to the

British

Columbia Business Corporations Act

(the "

Continuation

"), consolidate all of its issued and outstanding

securities on a basis of 1 new security to 1.4538 existing securities (the "

Consolidation

"), a

nd change its

name to such name as determined by the Company (the "

Name Change

").

Pursuant to the Letter Agreement, the Company will acquire the Gnat Claims in exchange for: (i)

CDN$100,000 shared 50% to each Vendor, with CDN$5,000 payable upon signing of

the Letter Agreement

as a non

refundable deposit and CDN$95,000 on closing; (ii) 400,000 post

consolidation common shares

of the Company at a deemed price of CDN$0.30 per common share issued as 200,000 common shares to

each Vendor upon closing; and (iii)

2% net smelter returns royalty to the Vendors, registered 50% to each

Vendor, in respect of the Gnat Claims, and 50% of the 2% royalty may be re

purchased by the royalty payor

for payment of CDN$1,000,000 to the royalty payees.

Pursuant to the terms of the

Letter of Intent, it is currently contemplated that the Qualifying Transaction

will be effected by way of a share exchange or three

cornered amalgamation in conjunction with a

Concurrent Financing (as defined below) which will result in 130 holding the co

mbined mineral properties

and becoming a wholly

owned subsidiary of Duro. In accordance with the Letter of Intent, Duro will pay a

good faith non

refundable deposit of CDN$20,000 to 130 (the "

Deposit

") and, subject to TSXV approval,

complete an advance of

up to CDN$225,000 to 130 as a secured loan (the

") as contemplated by

Section 7.4(b)

of TSXV Policy 2.4. The Loan would be made, subject to TSXV acceptance, by Duro to

130, secured by all the mineral properties held by 130 and by Torr, as a collateral

guarantor of the loan,

together with a promissory note to Duro due within six months after first advance under the Loan. The

proceeds of the Loan are intended to be used for exploration work on the

Latham Copper

Gold Project

that

the parties want to get done as soon as possible to take advantage of the summer exploration months.

Pursuant to the Qualifying Transaction, Torr will exchange the Dalvenie Property to 130 in exchange for:

(i) 4,000,000 common shares of 130 at a deem

ed price of $0.30 per common share; (ii) payment of

CDN$100,000 cash to Torr by the Company; and (iii) 2% net smelter returns royalty to Torr in respect of

the Dalvenie Property, 50% of which may be repurchased by the royalty payor for a payment of

CDN$1,0

00,000 (collectively, the

"Transfer

") so that 130 will hold all of the mineral claims comprising

the Dalvenie Property in addition to all of claims comprising the Hu Property that it currently holds.

Following the Transfer, all of the shareholders of 130 w

ill transfer all of their common shares of 130 at a

deemed price of $0.30 per common share to the Company in exchange for post

Consolidation shares of the

Company on a 1

for

1 basis, as a share exchange or three

cornered amalgamation in conjunction with th

Concurrent Financing (as defined below), wherein the Company will thereby acquire all of the mineral

claims.

The Qualifying Transaction is not a related party transaction, and there are no non

arm's length parties in

the Qualifying transaction and the Qu

alifying Transaction does not constitute a Non

Arms Length

Qualifying Transaction pursuant to the policies of the TSXV. Accordingly, the Qualifying Transaction is

not subject to shareholder approval of the Duro. No finders fee will be paid in respect of th

e Qualifying

Transaction.

The Company specifically confirms that it will not be seeking shareholder approval under the policies of

the TSXV for the Qualifying Transaction as a "reverse takeover" as defined under the policies of the TSXV

because such appro

val is not required under the policies of the TSXV where: (i) the transaction does not

consist of "Related Party Transactions"; (ii) the Company is without active operations as it is a "capital pool

company"; (iii) the Company is not and will not be subjec

t to a cease trade order and will not otherwise be

suspended from trading upon completion of the transaction; and (iv) shareholder approval of the transaction

is not required under applicable corporate or securities laws.

130 is incorporated under the laws

of the Province of British Columbia and is owned and controlled by

Nicholas Stajduhar, Roy Bonnell, and John Alcock, who are all residents of Canada. Torr is incorporated

under the laws of the Province of Alberta and is owned and controlled by Malcolm Dor

sey and Cameron

Dorsey, who are both residents of Canada. The Scott Brothers are also both residents of Canada.

Upon completion of the Qualifying Transaction, Amalco (see below) will own all of the mineral properties

comprising the

Latham Copper

Gold Proje

as a wholly owned subsidiary of the Company. Post

Qualifying Transaction, the Resulting Issuer expects to list on the TSXV as a Tier 2 Mining Issuer, subject

to TSXV approval.

Proposed Concurrent Financing

Concurrently with closing of the Qualifying Tra

nsaction, 130 and the Company will complete a non

brokered private placement (the "

Concurrent Financing

") for minimum aggregate gross proceeds of at

least $1,275,000 to a maximum of $3,000,000 of common shares of 130 at a price of $0.30 per share which

wil

l be exchanged for post

Consolidation common shares of the Company as part of a three

cornered

amalgamation of 130 and a wholly

owned subsidiary of the Company ("

Subco

") that will be incorporated

under the laws of British Columbia prior to completion the Q

ualifying Transaction. Upon completion of

the three

cornered amalgamation, 130 will be amalgamated with Subco to form an amalgamated company

Amalco

") as a wholly owned subsidiary of the Company which will own all the mineral properties

comprising the

Lat

ham Copper

Gold Project

. The common shares of the Company issued in respect of the

Concurrent Financing will not be subject to resale restrictions or hold periods pursuant to applicable

securities laws and the policies of the TSXV. Any finders fees paid in

respect of the Concurrent Financing

will paid subject to the policies of the TSXV and applicable securities laws and will be disclosed in a

subsequent news release on closing of the Qualifying Transaction.

The Company intends to apply to the TSXV for an e

xemption from the sponsorship requirements under the

policies of the TSXV as a domestic issuer based on its suitable management, Technical Report, size of the

Concurrent Financing, and a comprehensive disclosure document in respect of the Qualifying Transa

ction,

and will file the required filings in respect thereof.

Otherwise, the Company will engage a sponsor for the

Qualifying Transaction is an exemption or waiver of sponsorship is not granted by the TSXV.

The net proceeds of the Concurrent Financing will

be used to fund exploration of the

Latham Copper

Gold

Project

, and for working capital and general corporate purposes, as will be more specifically described in a

subsequent news release and the Filing Statement of the Company that will be used to describ

e the

Qualifying Transaction and the

Latham Copper

Gold Project

in greater detail, which will be publicly filed

on SEDAR at www.sedar.com prior to closing the Qualifying Transaction.

Conditions to Entering a Definitive Agreement

The conditions to entering

into the Definitive Agreement will include the following:

the receipt of the approval of the board of directors of each party;

the completion of a due diligence review by each party other than confirmatory due diligence;

the engagement of a sponsor or

agent in connection with the Qualifying Transaction, unless exempt

pursuant to the policies of the Exchange;

Conditions to Closing the Qualifying Transaction

The closing of the

Qualifying Transaction

will be subject to several conditions, including, but no

t limited

to the following:

the execution of the Definitive Agreement;

the receipt of all regulatory, corporate, and third party approvals, including the approval of the

Exchange and compliance with all applicable regulatory requirements and conditions nec

essary to

complete the Qualifying Transaction;

the completion of the Concurrent Financing (unless waived by the Company);

the completion of the Name Change;

the maintenance of the Company's listing on the Exchange;

the confirmation of the representations a

nd warranties of each party to the Definitive Agreement as

set out in such agreement;

the absence of any material adverse effect on the financial and operational condition of the assets

of each of the parties to the Definitive Agreement;

the

delivery of standard completion documentation including, but not limited to, legal opinions

officers' certificates, and certificates of good standing or compliance; and

other mutual conditions precedent customary for a transaction such as the Qualifying Tr

ansaction.

Directors, Officers, and Other Insiders

On completion of the Qualifying Transaction it is anticipated that the board of the Resulting Issuer (as

defined in Exchange Policy

2.4) will consist of five members, with 130 and Torr entitled to nominate

three

board members and Duro entitled to nominate two board members. On closing of the Qualifying

Transaction, all the directors other than Sean Mager and John Williamson will resign and Malcolm Dorsey,

Nicholas Stajduhar and Ewan Webster will be appointe

d as directors. Malcom Dorsey will also be

appointed as the new President and Chief Executive Officer on closing. The Company will provide

additional information about its proposed new directors, officers and insiders in a subsequent news release

and a Fil

ing Statement that will be prepared and filed under the Company's profile on SEDAR as the

principal disclosure document in respect of the Qualifying Transaction.

Qualified Person

Doug

las

Turnbull, B.Sc. (Hons), P.Geo. is an independent Qualified Person for

the purposes of National

Instrument 43

101

—

Standards of Disclosure for Mineral Projects

and has reviewed and approved the

scientific and technical information in this news release related to geology and exploration.

General

In accordance with Exchange po

licies, the Company's common shares have been halted from trading and

will remain so until the documentation required by the Exchange for the Qualifying Transaction can be

provided to the Exchange. The Company's common shares may remain halted until comple

tion of the

Qualifying Transaction.

Contact Information

For further

information

concerning this press release, please contact

Sean Mager, President, Chief

Executive Officer, and Director

Duro Metals Inc.

at:

Telephone: 780

701

3215

Email: seanm@metalsgr

oup.com

Cautionary Statement

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange

acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder

approval.

Where applicable, the transaction cannot close until the required shareholder approval is

obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the

management information circular or filing statement

to be prepared in connection with the transaction, any information released or received with respect to the

transaction may not be accurate or complete and should not be relied upon. Trading in the secur

ities of a

capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has

neither approved nor disapproved the contents of this press release.

Neither the

TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the

policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news re

lease contains certain

forward

looking information

within the meaning of applicable securities law. Forward

looking information is frequently characterized

by words such as

plan

expect

project

intend

believe

anticipate

estimate

and ot

her similar

words, or statements that certain events or conditions

may

will

occur. Forward

looking statements

are based on the opinions and estimates of management at the date the statements are made, and are subject

to a variety of risks and uncert

ainties and other factors that could cause actual events or results to differ

materially from those anticipated in the forward

looking statements. The

Company

undertakes no

obligation to update forward

looking information if circumstances or management's

estimates or opinions

should change except as required by law. The reader is cautioned not to place undue reliance on forward

looking statements. More detailed information about potential factors that could affect financial results is

included in the docu

ments filed from time to time with the Canadian securities regulatory authorities by the

Company

(Not for dissemination in the United States of America

)

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