Metal Energy Corp. (TSX-V: MERG) (OTCQB: MEEEF) is pleased to announce a next step in its growth, having entered into an arm’s length asset purchase agreement with Happy Creek Minerals Inc. (TSX-V: HPY). dated October 2, 2024, as amended pursuant to an amending agreement dated October 3, 2024, to acquire the 100%-owned Highland Valley Copper Project in British Columbia.

The Highland Valley Project spans 240 km² in southern British Columbia. With its proximity to critical infrastructure like roads, rail, and power, the Highland Valley Project is just 3.5 hours from Vancouver and 30 minutes from Merritt.

As part of the Ore Group, Metal Energy will leverage its extensive experience across other companies and projects to collect, harmonize, and remodel historical data into a comprehensive, modern database. This process will enable the identification of opportunities and trends for future drilling and development.

The Project aligns perfectly with Ore Group’s strategy of capitalizing on historical data in regions that offer excellent access, infrastructure, and proximity to operating mines within established mining districts.

The Highland Valley Project is located on the southern edge of the Guichon Creek Batholith, which hosts the significant HVC open pits. Metal Energy’s newly acquired land package shares many geological similarities with HVC, particularly in two high-priority areas.

• Zone 1: Copper-silver-molybdenum mineralization spanning 1,200 metres in length and remains open to the south and at depth, offering expansion potential. The primary copper-rich minerals include chalcocite and bornite.

• Zone 2: High-grade copper-gold-silver-molybdenum-rhenium mineralization, and notably enriched with gold, setting it apart from typical deposits in the region. Like Zone 1, it offers potential for resource expansion in all directions.

The Project is already permitted to drill and boasts a history of over 55,000 metres of drilling across 402 holes (37,265 metres drilled in 136 holes since 2007), . The Acquisition brings together a highly prospective, underexplored land package.. A systematic drill program will expand known high-potential zones and uncover new targets within the East Zone and West Zone claims.

The Highland Valley property, under Happy Creek’s ownership, was consolidated into a single large land package over 17 years. Most recently, Happy Valley acquired the Mystery property (438 hectares, located in the northern extent of the East Zone claims) in 2021. The Project was historically operated by Asarco Mining (1970s), Cominco Ltd (1980s) and Hudbay Minerals (1990s).

Terms of the Acquisition

Metal Energy shall acquire 100% of the Highland Valley Project from Happy Creek for the following consideration.

On the closing date of the Acquisition the following is payable:

1. $300,000 cash, to be paid on or before the Closing Date to Happy Creek;
2. The issuance of common shares in the capital of Metal Energy (“Metal Shares”) to Happy Creek representing 9.9% of the issued and outstanding Metal Shares;
3. A 2.5% net smelter royalty (“NSR”) granted to Happy Creek on certain claims of the Highland Valley property, of which 1.5% may be repurchased by Metal Energy for $5,000,000.

Metal Energy shall pay additional consideration to Happy Creek by:

1. Conducting $250,000 in exploration expenditures on the Project on or before December 31, 2024.
2. The issuance of Metal Shares to Happy Creek with a value of $1,000,000 on or before 12 months after the Closing Date.
3. The issuance of Metal Shares to Happy Creek with a value of $1,000,000 on or before 24 months after the Closing Date.
4. The issuance of Metal Shares to Happy Creek with a value of $1,500,000 on or before 36 months after the Closing Date.
5. The issuance of Metal Shares to Happy Creek with a value of $2,500,000 on or before 48 months after the Closing Date.

If the issuance of any of the Additional Consideration Shares would result in Happy Creek holding in excess of 19.9% of the issued and outstanding common shares of Metal Energy, Metal Energy shall pay the balance of the applicable payments to Happy Creek in cash.‎ The number of Additional Consideration Shares to be issued shall be determined based on the greater of (i) the Discounted Market Price (as defined in Policy 1.1 of the TSX Venture Exchange Corporate Finance Manual) and (ii) the volume weighted average price of the common shares of Metal Energy that trade on the TSXV, or such other stock exchange upon which the common shares of Metal Energy are listed and posted for trading at such time if such common shares are no longer listed and posted for trading on the TSXV, for the thirty (30) trading days prior to the date such Additional Consideration Shares are issued, provided that in any event no Additional Consideration Shares shall be issued at a price of less than $0.01 per share.

In addition, provided Happy Creek continues to hold at least 5% of the issued and outstanding shares, Happy ‎Creek will have the right to nominate one director to Metal Energy’s Board. ‎

Conditions and Approvals

This Acquisition is subject to approval from the TSXV and is expected to close in mid to late October, 2024 following TSXV approval.

QP Statement

The technical information contained in this news release has been reviewed and approved by Mike Sweeny, P.Geo., Technical Advisor for Metal Energy, and a Qualified Person as defined in “National Instrument 43-101, Standards of Disclosure for Mineral Projects.”