Medaro Mining Announces Closing of First Tranche of Private Placement

Vancouver, British Columbia--(Newsfile Corp. - November 24, 2025) - Medaro Mining Corp. (CSE: MEDA) (OTCID: MEDAF) (FSE: 1ZY) (the "Company") is pleased to announce that, further to its news release on October 30, 2025, it has closed the first tranche of its non-brokered private placement (the "Offering"), issuing a total of 2,262,500 common shares in the capital of the Company (the "Shares") at a price of $0.08 per Share for aggregate gross proceeds of $181,000.

In connection with the use of proceeds from the Offering, the Company immediately paid $38,000 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, the Company received net proceeds of $143,000, which will be used for potential acquisitions and general working capital purposes.

All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities laws. No finder's fees were paid in connection with the Offering.

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 475,000 Shares in the Offering and, in connection with the use of proceeds, the Company immediately applied $38,000 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 Mining Corp.

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.

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

Cautionary Note on Forward-Looking Information

This news release contains statements and information that, to the extent that they are not historical fact, may constitute "forward-looking information" within the meaning of applicable securities legislation based on current expectations, estimates, forecasts, projections, beliefs and assumptions made by management of the Company. Forward-looking information is generally identified by words such as "believe", "project", "aim", "expect", "anticipate", "estimate", "intend", "strategy", "future", "opportunity", "plan", "may", "should", "will", "would", and similar expressions and, in this news release, includes statements relating to the use of proceeds of the Offering, the financial and business prospects of the Company, its assets and other matters. Although the Company believes that the expectations and assumptions on which such forward-looking information are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that it will prove to be correct. Since forward-looking information addresses future events and conditions, by its very nature it involves inherent risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking information in this news release. The forward-looking information included in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release is made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable laws.

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/275668