Culico Metals Inc. (TSX-V: CLCO) a TSX-V Sandbox issuer, is pleased to announce that it has closed its non-brokered private placement of common shares of the Corporation previously announced on September 11, 2024.

The Offering consisted of the issuance of 24,999,997 Common Shares at a price of C$0.064 per Common Share for aggregate gross proceeds of approximately C$1.6 million. The Corporation intends to use the net proceeds of the Offering to pay for due diligence and other costs relating to potential transactions it is considering and for general corporate purposes.

As part of the Offering, the directors and officers of the Corporation subscribed for an aggregate of 5,722,654 Common Shares on the same terms as arm’s length investors, for an aggregate subscription amount of approximately C$366,250. The participation of such directors and officers in the Offering constitutes a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Insider Participation is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the Offering in reliance on sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the transaction, insofar as it involves interested parties is not more than 25% of the Corporation’s market capitalization. The Corporation did not file a material change report containing all of the disclosure required by MI 61-101 more than 21 days before the expected closing date of the Offering as the aforementioned Insider Participation was not settled until shortly prior to the closing of the Offering, and the Corporation wished to close the Offering on an expedited basis for sound business reasons.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein 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, accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

The Common Shares are subject to a four-month plus one day hold period from the date of issuance. The Offering is subject to final acceptance of the TSX Venture Exchange.

About Culico Metals Inc.

Culico is a company focused on creating value in the mineral exploration, development and production sector. Culico’s current assets include a 1% lithium royalty on certain mining interests held by Kali Metals Limited (ASX: KM1) and the right to receive a deferred consideration payment due to the on-sale of the Dumont project. The Dumont project is a large-scale nickel deposit located 25 km west of the town of Amos in the established Abitibi mining camp in the mining-friendly Canadian province of Québec. Culico holds an interest in the net proceeds from a future sale or other monetization event involving the Dumont project.