Flow Metals Closes Financing

Flow Metals Corp. (CSE: FWM) ("Flow Metals" or the "Company") advises that further to its news release dated December 8, 2025, the Company has closed its fully subscribed private placement (the "Private Placement"), raising gross proceeds of $400,000 through the issuance of 8,000,000 units (the "Units") at a price of $0.05 per Unit.

Each Unit consists of one common share of the Company (a "Share") and one-half of one transferable common share purchase warrant (with two such half warrants being a "Warrant"). Each Warrant entitles the holder, for a period of twenty-four (24) months from the date of issue, to purchase one additional Share of the Company at an exercise price of $0.10 per Share.

All securities issued in connection with the Private Placement are subject to a statutory hold period of four months and one day expiring on May 23, 2026.

The Company paid finders' fees of $4,350 in cash and issued 33,000 Warrants on the same terms as the Warrants issued as part of the Units.

The Company plans to use the net proceeds of the Private Placement to fund exploration and the development of its projects in the Yukon and British Columbia, and for working capital and general corporate purposes.

Insider Participation: One insider of the Company participated in the Private Placement and subscribed for an aggregate of 1,000,000 Units. Such participation constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set out in sections 5.5(a) and 5.7(1)(a) of MI 61-101, on the basis that neither the fair market value of the securities issued to, nor the consideration paid by, the related party exceeded 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

Additionally, the Company announces that it has entered into debt settlement agreements dated January 23, 2026 (the "Agreements") with certain insiders of the Company (the "Insiders") to settle an aggregate of $78,000 in indebtedness (the "Debt Settlement"). Pursuant to the Agreements, the Company will complete the Debt Settlement through the issuance of 1,200,000 common shares of the Company (the "Debt Settlement Shares") at a deemed price of $0.065 per Debt Settlement Share.

The Debt Settlement Shares will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. Completion of the Debt Settlement remains subject to the approval of the Canadian Securities Exchange (the "CSE") and all other required regulatory approvals.

The Debt Settlement with the Insiders constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The issuance of the Debt Settlement Shares to the Insiders is exempt from the formal valuation requirements of MI 61-101 pursuant to section 5.5(b) thereof, as the Company's securities are not listed on a specified market, and is exempt from the minority shareholder approval requirements of MI 61-101 pursuant to section 5.7(1)(a) thereof, as the fair market value of the Debt Settlement Shares issued to the Insiders does not exceed 25% of the Company's market capitalization, as determined in accordance with MI 61-101.

About Flow Metals
Flow Metals Corp. is focused on advancing its two 100%-owned, road-accessible projects located in established mining districts. The Company's flagship asset is the Sixtymile hard-rock gold project in Yukon, situated in the heart of the historic Sixtymile placer camp.

For further information, please contact:

Scott Sheldon, President
604.725.1857
scott@flowmetals.com

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information

This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements regarding: (i) the anticipated use of proceeds from the Private Placement; (ii) the scope and timing of the Company's planned exploration and development activities, including any planned drill campaign in 2026; and (iii) the completion of the Debt Settlement, including the receipt of approval of the CSE and other required regulatory approvals.

Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from those expressed or implied by such forward-looking information. These risks and uncertainties include, without limitation: the risk that the Company may not use the proceeds as currently intended; changes in economic, market and business conditions, including fluctuations in commodity prices and investor sentiment; unanticipated expenses or liabilities; the risk that the Company may not complete the Debt Settlement on the terms described or at all; the risk that required approvals, including approval of the CSE, may not be obtained in a timely manner or at all; and risks disclosed in the Company's public disclosure documents, including those filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

Forward-looking information is based on management's reasonable assumptions, estimates, expectations, analyses and opinions as of the date of this news release, including assumptions that the Company will use the proceeds from the Private Placement substantially as currently intended, that the Company will be able to carry out its planned exploration activities, and that the Company will be able to complete the Debt Settlement on the terms described and obtain the required approvals. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, there can be no assurance that such information will prove to be accurate. Readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/281446

News Provided by TMX Newsfile via QuoteMedia

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Flow Metals (CSE:FWM)

Flow Metals

Uncovering Canada's Gold & Copper Riches

Uncovering Canada's Gold & Copper Riches Keep Reading...

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Investor Insight

Flow Metals offers high-leverage exposure to gold and copper discoveries in Canada’s most prolific mining jurisdictions. The fully permitted and drill ready Sixtymile project represents a Tier 1-scale target in the Yukon’s iconic Dawson Mining District.

Overview

Flow Metals (CSE:FWM) is a mining exploration company with assets in established mining districts in Canada. It holds 100 percent ownership in two projects, including the Sixtymile gold project and the New Brenda project in the copper-rich British Columbia Quesnel terrane.

The company’s primary strategy focuses on developing projects with robust comparables demonstrating proven paths to success, significantly reducing exploration costs and logistical barriers. By applying modern structural interpretations and high-resolution geophysics to underexplored assets, Flow Metals aims to identify the bedrock sources of some of Canada's most storied placer gold and copper-rich districts.

The company is led by a management and technical team with extensive experience in the Yukon and British Columbia, including a history of successful project divestment, such as the sale of the Wels Gold project. This track record is supported by strong local relationships, including a 10-year permit achieved through collaborative engagement with the Yukon Government and the Tr’ondëk Hwëch’in First Nation. Flow Metals remains focused on creating shareholder value through a lean corporate structure and aggressive, permit-ready exploration programs.

Company Highlights

  • Discovery-Driven Strategy: Modern geological reinterpretation at Sixtymile has identified a 19 -kilometre thrust fault corridor and a fold-controlled orogenic model, narrowing targets for high-grade lode gold sources.
  • Strategic Mining Jurisdictions: Focus on high-potential, road-accessible gold and copper projects in the Yukon’s Tintina Gold Belt and British Columbia’s Quesnel Terrane.
  • 10-Year Exploration Permit: Newly secured Class 3 permit at the flagship Sixtymile Gold Project, authorizing up to 100 drill holes annually and enabling long-term systematic exploration.
  • Low Overhead, High Ground Impact: Projects feature existing infrastructure, including road access and local placer mining equipment, ensuring exploration budgets are directed primarily into the ground.
  • Highly-experienced management team: Chairman Don Sheldon has over 30 years of experience working with issuers, while Director Scott Sheldon brings exploration expertise, credited with the Wels Gold discovery in Yukon and the HSP nickel-copper sulphide project in Quebec.

Key Projects

Sixtymile Gold Project

Flow Metals Sixtymile Gold Project

Flow Metals’ flagship Sixtymile gold project is located approximately two hours west of Dawson City, Yukon. It is situated about 20 minutes from the Top of the World Highway and is road accessible.

The company has held ownership of the project since 2018, with a recent 10-year drilling permit from the Yukon government received in late 2025. The permit allows annual drilling of a maximum of 100 holes within the period, alongside five kilometers of trenching and road upgrades.

Historically, The Sixtymile district has collectively produced more than 500,000 ounces of placer gold since the Yukon gold rush of the late 19th century.

Technical updates in 2026 confirmed a fold‑controlled orogenic gold model, with gold‑bearing quartz veins concentrated in antiformal fold geometries, providing a refined structural framework for drill targeting.

In 2026 the company secured two neighboring properties contiguous to the Sixtymile project, aligning with the goal of expanding its control of the Sixtymile Gold District and increasing its land position to approximately 16,800 hectares. The new epithermal project “covers a section of the northern thrust fault zone and part of an epithermal zone on the west central part of the claim block,” Flow Metals said. “(It) encompasses the headwaters of the historic Miller, Glacier Bedrock and Little Gold placer-producing drainages.”

New Brenda Project

Xenolith Porphyry Target

The New Brenda Project covers a 51.3‑square‑kilometer land package in southern British Columbia’s prolific Quesnel Terrane, one of Canada’s most productive copper‑gold districts. Strategically situated between the past‑producing Brenda Mine and the active Elk Mine, the project benefits from direct road access and proximity to established infrastructure, reducing exploration risk and costs.

The Quesnel Terrane hosts a number of porphyry copper-gold with silver and or molybdenum deposits and mineral prospects. New Brenda’s Xenolith Porphyry (XP) target benefits from this scale, with two major anomalous zones outlined: one stretching an impressive 2,000 meters across, and another spanning more than 1,000 meters with elevated copper, molybdenum, silver and arsenic values. Highly anomalous copper samples were discovered 780 meters to the southeast, expanding the mineralized footprint and hinting at a much larger system waiting to be tested.

The 2025 exploration program reinforced this potential. Test samples, including drill core collected roughly 80 meters northeast of the N1 showing, returned consistently elevated molybdenum values ranging from 2.2 to 7.4 ppm. These results, combined with kilometer‑scale anomalies, suggest a robust porphyry system with multiple mineralized centers.

Management Team

Don Sheldon, MBA - Chairman

Bringing over 30 years of experience working with reporting issuers, Sheldon has had an extensive career managing and raising capital for junior resource companies. He has also held positions with Range Oil & Gas, Shoal Point Energy, Castle Rock Minerals, and Pure Gold.

Brian Murray – Director

Murray has worked as a Chartered Professional Accountant in Ontario since 1973. He has worked with reporting issuers for more than 20 years and is also CFO and a Director with Sea Green Capital Inc. From January 2008 to date, Murray has also served as President and Director of Nebu Resources Corp., a TSXV-listed company engaged in the acquisition, exploration and development of mineral properties in Canada.

Harley Slade – Director

A professional geologist who joined Flow Metals in 2018, Slade has since provided his geological expertise for the company’s exploration efforts, including programs for the Sixtymile and New Brenda projects. He is also currently the President of Caveman Exploration.

Scott Sheldon – Director

Scott Sheldon’s first work with junior exploration dates back to the early 1990s. He later became a provider of web services and campaign management to various junior miners in Vancouver. He holds strong exploration knowledge in Canadian mining districts as President of Go Metals Corp., the company responsible for the Wels Gold discovery south of the Yukon White Gold district and the HSP nickel-copper sulphide project in Quebec.

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