Carlton Precious Announces Additional Tranche of Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, June 16, 2025 (GLOBE NEWSWIRE) -- Carlton Precious Inc. (TSX-V: CPI | OTCQB: NBRFF) ("Carlton" or the "Company") announces that, further to its press releases of May 12, 2025, May 23, 2025, June 9, 2025 and June 12, 2025, it has closed an additional and final tranche of the non-brokered private placement through the issuance of 126,389 units (each, a "Unit") in the capital of the Company at a price of $0.09 per Unit for gross proceeds of $11,375. This final tranche increases the total Private Placement to 18,303,277 Units for total aggregate proceeds of $1,647,295 (the "Private Placement").

Each Unit was comprised of one common share (each, a "Common Share") in capital of the Company and one-half of one whole Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder therefor to acquire one Common Share at a price of $0.12 per Common Share for a period of 24 months from the date of issuance.

All securities issued pursuant to the Private Placement are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. Net proceeds of the Private Placement will be utilized to commence a drilling program at the Company’s wholly-owned Esquilache Project in Peru, undertake exploration activities at the Matthina Gold Project and for general working capital purposes.   The closing of the Private Placement 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 additional and final tranche of the Private Placement constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider of the Company subscribed for an aggregate 126,389 Units pursuant to the Private Placement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Private Placement by the insider does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Private Placement, which the Company deems reasonable in the circumstances in order to complete the Private Placement in an expeditious manner.