Copper Road Shareholders Overwhelmingly Approve Sale of Copper Road Project and Provides Further Information on Closing of Transaction and Distribution of Sterling Shares

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TORONTO, April 30, 2024 (GLOBE NEWSWIRE) -- Copper Road Resources Inc. (TSXV: CRD, OTCQB: SAGGF) (“Copper Road” or the “Company”) is pleased to announce that its shareholders overwhelmingly approved two special resolutions authorizing the sale of the Copper Road Project to Sterling Metals Corp. (TSXV: SAG, OTCQB: SAGGF) (“Sterling”) (the “Transaction”) and the distribution (the “Distribution”) of an aggregate of 108,087,683 common shares of Sterling (the “Consideration Shares”) to shareholders of the Company as a reduction of stated capital, at a special meeting of shareholders of the Company held earlier today (the “Meeting”). Each of the resolutions were approved by over 90% of the votes cast by shareholders of Copper Road present in person or represented by proxy and entitled to vote at the Meeting.

Pursuant to the terms of a definitive share purchase agreement dated February 13, 2024 between the Company, Sterling and a wholly-owned subsidiary of the Company (the “Subsidiary”), Sterling will acquire the Subsidiary, which will hold the Copper Road Project, in consideration for the issuance of an aggregate of 108,087,683 Consideration Shares, of which Copper Road will retain 21,838,123 Consideration Shares, representing approximately 9.9% of the issued and outstanding common shares of Sterling, and distribute the remaining 86,249,560 Consideration Shares to its shareholders on pro rata basis. The completion of the Transaction and distribution of the Consideration Shares is expected to occur concurrently on May 10, 2024.

The Company approved the Distribution and established the close of business on Wednesday, May 8, 2024 (the “Record Date”) as the record date for the Distribution. The Company also established that the Distribution will be paid on the closing of the Transaction, being Friday May 10, 2024 (the “Dividend Payment Date”). Pursuant to the requirements of the TSX Venture Exchange (“TSXV”), the common shares of Copper Road (the “Copper Road Shares”) will be halted after market-close today and resume trading following the Dividend Payment Date.