Muzhu Mining Announces Closing Of Oversubscribed Second Tranche Of Financing

Tuesday, December 23, 2025 4:09 PM PST

(via TheNewswire)

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Vancouver, British Columbia – December 23, 2025 – TheNewswire - Muzhu Mining Ltd. (CSE: MUZU) (OTCPK: MUZU.F) (FSE:Y33) ("Muzhu" or the “Company”), is pleased to announce that the Company has closed the second tranche (the “Second Tranche”) of its previously announced non-brokered offering (the “Offering”) for gross proceeds of $250,000, pursuant to which the company issued 3,125,000 flow-through units of the Company (the “FT Units”) at a price of $0.08 per FT Unit.

The Company has raised an aggregate of $500,000 in FT Units from the first tranche and Second Tranche of the Offering. The Offering shall consist of securities of the Company (the “Offered Securities”) for aggregate gross proceeds to the Company of up to $1,000,000 in a combination of:

a) up to $500,000 in units of the Company (the “Units”) at a price of $0.06 per Unit. Each Unit will consist of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”); and

b) up to $500,000 in flow-through units of the Company (the “FT Units”) at a price of $0.08 per FT Unit. Each FT Unit will consist of one Common Share that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and one Warrant.

Each Warrant shall entitle the holder thereof to purchase one Common Share (a “Warrant Share”) at an exercise price of $0.10 per Warrant Share at any time up to 24 months following the closing of the Offering.

The net proceeds from the sale of Units will be used to fund the initial option payment for the Everett titanium property in Quebec (the “Everett Property”), working capital and general corporate purposes. The gross proceeds from the sale of FT Units will be used for surface exploration, metallurgical testing, and verification of historical exploration work at the Everett Property. Upon permitting, diamond drilling is planned for selected locations in the northern extremity of the Everett oxide body.

The entire gross proceeds from the issue and sale of the FT Units will be used for Canadian Exploration Expenses (“CEE”) as “flow-through critical mineral mining expenditures” as such term is defined in the Tax Act (the “Qualifying Expenditures”), which will be incurred on or before December 31, 2026 and renounced with an effective date no later than December 31, 2025 to the initial purchasers of FT Units, and if the Qualifying Expenditures are reduced by the Canada Revenue Agency, the Company will indemnify each FT Unit subscriber for any additional taxes payable by such subscribers as a result of the Company’s failure to fully renounce the Qualifying Expenditures as agreed.

A final tranche of the Offering is anticipated to close in January, 2026 ("Closing"), or such later date as the Company may determine. The Closing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange (the “Exchange”).

In connection with the Second Tranche, the Company paid an aggregate of $10,000 in finder’s fees and issued 125,000 finder's warrants (each, a "Finder's Warrant") to certain finders. Each Finder’s Warrant entitles the holder thereof to purchase one Unit at an exercise price of $0.06 for a period of 24 months following its date of issuance. All securities issued pursuant to the Offering will be subject to a hold period of four months and one day from the date of Closing. The Offering and payment of finders' fees are both subject to approval by the Exchange.

This press release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.

ON BEHALF OF THE BOARD OF DIRECTORS

Dwayne Yaretz, CEO Muzhu Mining Ltd. Phone: 778-709-3398 Email: [email protected] Website: www.muzhumining.ca

About Muzhu Mining Ltd.

Muzhu is a Canadian publicly traded exploration company focused on advancing the Everett titanium deposit in Quebec. Muzhu also holds a 100-per-cent interest in the Sleeping Giant South project, located in the Abitibi greenstone belt, approximately 75 kilometres south of Matagami, Que. As well, Muzhu is currently assessing two option agreements to acquire up to 80 per cent of the silver, zinc, lead XWG and LMM properties, and an exploration agreement at the WLG mine, all located in Henan province, China.

For more information, please visit our website at www.muhzumining.ca.

Neither the 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 release.

This news release contains certain statements which constitute forward-looking statements or information under applicable Canadian securities laws, including statements relating to the expected size of the Offering, the anticipated timing of closing the Offering, the ability of Muzhu to satisfy all conditions to closing the Offering, and the expected use of proceeds from the Offering. Such forward-looking statements are subject to numerous known and unknown risks, uncertainties and other factors, some of which are beyond Muzhu’s control, which could cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. These risks and uncertainties include general economic and capital markets conditions, stock market volatility, the ability of Muzhu to obtain necessary consents for the Offering, including the approval of the Exchange, and the ability of Muzhu to complete the Offering on the terms expected or at all. Although Muzhu believes that the forward-looking statements in this news release are reasonable, they are based on factors and assumptions, based on currently available information, concerning future events, which may prove to be inaccurate. As such, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future plans, operations, results, levels of activity or achievements. The forward-looking statements contained in this news release are made as of the date of this news release and, except as required by applicable law, Muzhu does not undertake any obligation to publicly update or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities.