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Medaro Announces Closing of LIFE Private Placement Offering

07.01.2026  |  Newsfile

Vancouver, January 6, 2026 - Medaro Mining Corp. (CSE: MEDA) (OTCID: MEDAF) (FSE: 1ZY) ("Medaro" or the "Company") is pleased to announce that, further to its news release on December 8, 2025, the Company has closed its LIFE private placement offering (the "Offering"), issuing a total of 3,742,786 units of the Company ("Units") at a price of $0.14 per Unit for aggregate gross proceeds of approximately $523,990.04.

Each Unit consists of one common share in the capital of the Company (a "Share") and one common share purchase warrant of the Company (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Share at an exercise price of $0.17 for a period of twenty-four (24) months from the date of issuance, provided the Warrants may not be exercised for a period of 60 days from the date of issuance.

The Units were issued on a private placement basis pursuant to the Listed Issuer Financing Exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), as amended and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (the "LIFE Exemption"). Accordingly, the Units will not be subject to a hold period in accordance with applicable Canadian securities laws.

In connection with the Offering, the Company paid an aggregate $2,940 in cash finder's fees and issued 21,000 finders warrants to Research Capital Corporation ("RCC"), and paid an aggregate $3,430 in cash finders fees and issued 24,500 finders warrants to Ventum Financial Corp ("Ventum").

In connection with the use of proceeds from the Offering, the Company immediately paid $35,000 in cash to Treewalk Ventures Inc. ("Treewalk"), a consulting company controlled by Alexander McAulay, the Company's Chief Financial Officer, to partially settle an outstanding and bona fide debt. Following this payment and the cash finders fees payable to RCC and Ventum, the Company received aggregate net proceeds of approximately $482,620.04, which it intends to use to advance exploration activities at its Pontax and Cyr South lithium properties, as well as for general corporate purposes and administrative expenses.

The securities issued pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Related Party Transaction Disclosure

Participation in the Offering by Treewalk, a consulting company controlled by Alexander McAulay, the Company's Chief Financial Officer, constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Treewalk acquired 250,000 Shares in the Offering and, in connection with the use of proceeds, the Company immediately applied $35,000 of the gross proceeds to partially settle an outstanding and bona fide debt owing to Treewalk. The Company is relying on the exemptions from the formal valuation requirement under Section 5.5(b) of MI 61-101 and the minority approval requirement under Section 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities issued to Treewalk nor the fair market value of the debt settlement exceeds 25% of the Company's market capitalization. The Company did not file a material change report more than 21 days before the closing of the Offering and related debt settlement as the details of the participation by Treewalk and the debt repayment were not confirmed until shortly before closing, and the Company determined that it was necessary to close the Offering expeditiously.

About Medaro

Medaro Mining Corp. is a lithium exploration company based in Vancouver, BC. The Company owns the James Bay Pontax Project and the CYR South lithium properties in Quebec.

For more information, investors should review the Company's public filings, which are available at www.sedarplus.ca.

On Behalf of the Board

Mark Ireton
CEO & Director
Medaro Mining Corp.
220 - 333 Terminal Avenue, Vancouver, BC V6A 4C1
Email: mark.ireton@medaromining.com

The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this news release and does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Information

This 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" 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 intended use of proceeds from the Offering; the Company's ability to advance its projects; and risks related to global financial markets, including the trading price of the Company's shares

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. We seek safe harbor.

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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/279680


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Medaro Mining Corp.
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A418LA
CA58404N3076
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