Mustang Energy Corp. Announces Strategic Financing of up to C$3.0 Million and Engagements with Red Cloud Securities Inc. and German Mining Networks GmbH

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

VANCOUVER, British Columbia, Nov. 25, 2024 (GLOBE NEWSWIRE) — Mustang Energy Corp. (CSE: MEC, OTC: MECPF, FRA: 92T) (“Mustang” or the “Company”) is pleased to announce a non-brokered private placement for aggregate gross proceeds of up to C$3,000,000 from the sale of the following (together, the “Offering”):

• up to 8,000,000 non-flow through common shares in the capital of the Company (each, a “Share”) at a price of C$0.25 per Share for gross proceeds of up to C$2,000,000 from the sale of the Shares; and
• up to 3,448,276 critical flow-through common shares of the Company (each, a “FT Share”, and collectively with the Shares, the “Offered Securities”) at a price of C$0.29 per FT Share for gross proceeds of up to C$1,000,000 from the sale of FT Shares.

Red Cloud Securities Inc. (“Red Cloud”) will be acting as a finder in connection with the Offering.

Each FT Share will be issued as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”). The Company intends to use the proceeds of the Offering for the exploration of the Company’s uranium projects in the Athabasca Basin in Saskatchewan as well as for general working capital purposes. The gross proceeds from the issuance of the FT Shares will be used to incur resource exploration expenses which will constitute “Canadian exploration expenses” as defined in subsection 66.1(6) of the Tax Act and “flow through critical mineral mining expenditures” as defined in subsection 127(9) of the Tax Act, which will be renounced with an effective date no later than December 31, 2024 to the purchasers of the FT Shares in an aggregate amount not less than the gross proceeds raised from the issue of the FT Shares.

The closing of the Offering is subject to receipt of all necessary regulatory approvals including the Canadian Securities Exchange (the “CSE”). Finder’s fees will be payable in accordance with applicable securities laws and the policies of the CSE. The securities issued under the Offering will be subject to a hold period ending on the date that is four months plus one day following the date of issue in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities 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 may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Engagement of Red Cloud Securities Inc.

The Company engaged Red Cloud to provide a range of corporate advisory services to the Company. Red Cloud is a Toronto-based financial services company that provides assistance to mineral exploration and mining companies in accessing capital markets and enhancing their corporate profile.

Pursuant to the terms of the engagement, Red Cloud will be paid an initial cash fee of $150,000 for an initial 12 month term (the “Initial Term”), which term will be automatically renewed on a month-to-month basis unless otherwise terminated. In addition, Red Cloud will receive a cash commission equal to 7.0% of the gross proceeds raised from the sale of any equity securities of the Company to certain identified parties (each, an “Identified Party”) introduced to the Company by Red Cloud and receive such number of common share purchase warrants of the Company (each, a “Finder’s Warrant”) as is equal to 7.0% of the number of securities under the offering sold to Identified Parties, each to be exercisable for a period of 24 months following such closing date at an exercise price equal to the offering price of the securities sold during the Initial Term or within a period of 12 months thereafter (the “Fee Period”), or such other exercise price as required by the policies of the CSE. In the event of the consummation of a transaction other than an equity securities offering during the Fee Period involving an Identified Party, the Company will pay to Red Cloud a fee (the “Transaction Fee”) premised upon the total cash and non-cash proceeds and other consideration paid or to be paid in connection with the transaction, subject to a minimum $75,000 Transaction Fee. The payment of any fees or issuance of any securities to Red Cloud in connection with the engagement is subject to the approval of the CSE. Red Cloud has no direct relationship with the Company, other than as contemplated in the engagement.

Engagement with German Mining Networks GmbH

On November 25, 2024, the Company engaged German Mining Networks GmbH (“GMN”) to provide investor relations services in Europe. The engagement commenced on November 25, 2024 and will continue for an initial one month period and shall be automatically renewed for successive one-month periods thereafter (the “Term”), unless terminated pursuant to the terms of the engagement. Based in Germany, GMN specializes in assisting companies access investors in certain major financial hubs located in continental Europe. GMN will introduce the Company to potential investors, schedule shareholder targeting calls, conduct road shows, and provide support on other such marketing initiatives through various in-person and online channels. Pursuant to the terms of the engagement, the Company will pay a cash retainer of C$6,800 per month, payable in quarterly installments in advance during the Term. In the event that the Company and GMN agree to perform a road show, the Company has agreed to reimburse GMN for certain road show expenses through a cash fee of C$6,800 payable three weeks prior to the date of such road show. The payment of any fees in connection with the engagement is subject to the approval of the CSE. GMN has no direct relationship with the Company, other than as contemplated in the engagement. GMN has an address at Postfach: 10 01 26, 98561 Schmalkalden, Germany and Peter Krah of GMN can be reached by telephone at +49 176-99096054 or by email at krahp@german-mining.com.

About Mustang Energy Corp.

Mustang is a resource exploration company focused on acquiring and developing high-potential uranium and critical mineral assets. The Company is actively exploring its properties in the Athabasca Basin of Saskatchewan, Canada. Mustang’s flagship property, Ford Lake, covers 7,743 hectares in the prolific eastern Athabasca Basin, while its Cigar Lake East and Roughrider South projects span 2,901 hectares in the Wollaston Domain. Mustang has also established its footprint in the Cluff Lake region of the Athabasca Basin with the acquisition of the Yellowstone Project and further expanded its presence in the south central region of the Athabasca Basin with the Dutton Project.

On behalf of the board of directors,

“Nicholas Luksha”

Nicholas Luksha
CEO and Director

For further information, please contact:

Mustang Energy Corp.
Attention: Nicholas Luksha, CEO and Director
Phone: (604) 838-0184

Forward-Looking Statements Disclaimer

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “believes” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management’s expectations and intentions with respect to, among other things: the closing of the Offering, the issuance of the Offered Securities, the payment of finder’s fees, the anticipated closing date of the Offering, and the intended use of proceeds of the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.

Neither the CSE nor the Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.