Coniagas Announces up to $1 Million Life Offering

Not for distribution to United States newswire services or for dissemination in the United States

Coniagas Battery Metals Inc. (TSXV: COS,OTC:CNBMF) ("Coniagas" or the "Company") is pleased to announce a private placement of up to 17,197,773 units of the Company (the "Units") at a price of $0.06 per Unit for aggregate gross proceeds of up to $1,031,866.38 (the "Offering"). Each Unit will consist of one common share in the capital of the Company (the "Common Shares") and one Common Share purchase warrant (the "Warrants"). Commencing on the 62nd day after issuance, each Warrant will entitle the holder thereof to acquire an additional Common Share at a price of $0.08share for a period of five (5) years from the date of issuance.

The Units will be offered to purchasers in all provinces and the territories of Canada pursuant to the listed issuer financing exemption (the "LIFE Exemption") available under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption ("NI 45-106"). The Units will not be subject to resale restrictions in Canada pursuant to applicable Canadian securities laws.

The gross proceeds of the Offering will be used by the Company to fund the advancement of its Graal property and for general corporate and working capital purposes.

The Offering is scheduled to close on or about December 19, 2025 or such other date as the Company may determine and subject to the approval of the TSX Venture Exchange (the "Exchange").

In connection with the Offering, the Company has entered into a Finder's Fee Agreement with Research Capital Corporation (the "Finder"), pursuant to which the Company has agreed to pay the Finder a cash commission equal to 8.0% of the gross proceeds raised under the Offering and to issue to the Finder such number of non-transferrable Common Share purchase warrants (the "Finder Warrants") as equals 8.0% of the number of Units sold under the Offering. Commencing on the 62^nd day after issuance, each Finder's Warrant entitles the holder thereof to purchase one Common Share of at a price of $0.06/share for a period of 5 years following the date of issuance.

The Company also announces that it has entered into an agreement with the Finder dated November 27, 2025 pursuant to which the Finder has agreed to provide financial advisory services to the Company (the "Advisory Agreement"). The Advisory Agreement has a term of 60 days and in consideration of the services rendered, the Company has agreed to pay the Finder a cash fee of $25,000 (plus applicable taxes) and, subject to Exchange approval, to issue the Finder an aggregate of 330,000 Common Shares (the "Advisory Shares"). The Advisory Shares shall be subject to a hold period expiring four months and a day from the date of issuance.

There is an offering document related to the Offering that can be accessed under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.coniagas.com. Prospective investors should read this offering document before making an investment decision.

About Coniagas Battery Metals Inc.

Coniagas Battery Metals Inc. is a Canadian junior mining company focused on nickel, copper and cobalt and platinum group metals in Québec. Coniagas' strategy is to create value for shareholders through the development of its mineral properties, with the intention to develop Coniagas into a critical metals supplier to the electric vehicle (EV) market.

At its 100% owned Graal project near Saguenay, Quebec, Coniagas has conducted successful exploration involving geophysics as well as shallow drilling that hit mineralization in almost every hole. It has confirmed an open-pit deposit model at Graal along a 6 km strike length of high-grade nickel and copper with cobalt, platinum and palladium byproducts. The Company plans in the near-term to conduct additional drilling leading to the production of a Ni 43-101 resource report, metallurgical testing and consultations with First Nations. The Graal project and immediate work plan are outlined in detail in the "NI 43-101 Technical Report Graal Nickel & Copper Project, Saguenay-Lac-St-Jean, Quebec, Canada" dated January 17, 2024. The report is available along with other information at the Company's website https://coniagas.com/.

You can follow Coniagas on Social Media:
LinkedIn: https://www.linkedin.com/company/coniagas-battery-metals/
X (Twitter): https://twitter.com/coniagasmetals
Facebook: https://www.facebook.com/coniagas/

Disclaimer for Forward-Looking Information

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect Coniagas' current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release include information relating to the Offering (including TSX Venture Exchange approval and the closing of the Offering) and the anticipated use of proceeds of the Offering. Such statements and information reflect the current view of Coniagas. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

Such factors include, among others, the following risks: (i) there is no assurance that the Offering will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Offering. In particular, the amount raised may be significantly less than the amounts anticipated as a result of, among other things, market conditions and investor behaviour; (ii) there is no assurance that the Company will obtain all requisite approvals for the Offering; (iii) following completion of the Offering, the Company may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Company; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Company's securities, regardless of its operating performance.

There are a number of important factors that could cause Coniagas' actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of the Company; disruptions or changes in the credit or security markets; results of operation activities and development of projects; project cost overruns or unanticipated costs and expenses, fluctuations in commodity prices, and general market and industry conditions.

Coniagas cautions that the foregoing list of material factors is not exhaustive. When relying on Coniagas' forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Coniagas has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF CONIAGAS AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE CONIAGAS MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276857