TORR METALS INC — Capital/Financing Update 2021

Jul 16, 2021

DURO METALS INC. Suite 300, 10545 45 Avenue NW, Edmonton, Alberta, T6H 4M9

NEWS RELEASE

DURO METALS INC. ANNOUNCES SIGNING OF LETTER OF INTENT AND LETTER AGREEMENT FOR ITS QUALIFYING TRANSACTION

Edmonton, Alberta, July 15, 2021 – Duro Metals Inc. (TSXV: DURO) (" Duro " or the " Company "), a capital pool company listed on the TSX Venture Exchange (" TSXV "), is pleased to announce it has entered into a letter agreement (the " Letter Agreement ") with Brian and Steven Scott (the " Scott Brothers "), dated effective July 13, 2021, pursuant to which the Company will acquire British Columbia mineral claims in the Gnat Pass (the " Gnat Claims ") as part of a qualifying transaction involving 1306043 BC Ltd. (" 130 ") (the " Acquisition "). In connection with the Acquisition, a letter of intent (the " Letter of Intent ") was entered with 130 and Torr Resources Corp (" Torr ") effective July 13, 2021, pursuant to which an acquisition transaction will result in a "reverse takeover" of the Company pursuant to the policies of the TSXV and the acquisition of the British Columbia mineral claims knowns as the Hu Property and Dalvenie Property (the " Qualifying Transaction "). Together, the consolidated Gnat Claims, Hu Property and Dalvenie Property are now known as the Latham Copper-Gold Project.

Duro CEO Sean Mager commented, “We are excited for our shareholders to participate in the systematic district-scale exploration of this highly prospective consolidated claim package with its copper-gold porphyry potential that is located in the prolific Golden Horseshoe region of northern British Columbia, where modern exploration by multiple companies has delivered recent gold-rich copper porphyry discoveries and major project acquisitions.”

Torr CEO Malcolm Dorsey, M.Sc., added, “Together with multiple large greenfield copper-porphyry and epithermal targets, the 467 km² consolidated land position is comprised of 41 mineral claims and contains the historic Gnat Pass copper-porphyry deposit, which will be a focus of exploration for the first time since the 1960’s porphyry rush. There also remains excellent opportunity for future discoveries with exploration targets identified across a +23km mineralized corridor.”

The mineral claims comprising the Latham Copper-Gold Project are all British Columbia mineral claims which were originally staked and are owned by the Scott Brothers, Torr and 130 (collectively, the " Vendors "), who are all transferring 100% of their respective ownership interests in those mineral claims to the Company or a wholly owned subsidiary of the Company under the Qualifying Transaction. The Company is preparing a geological technical report (the " Technical Report ") in respect of the Latham Copper-Gold Project in accordance with National Instrument 43-101—Standards of Disclosure for Mineral Projects which will be filed under the Company's profile on SEDAR as a condition of closing of the Qualifying Transaction. Further details of the Latham Copper-Gold Project will be provided in the Technical Report and a subsequent news release to be disseminated prior to closing.

The Letter of Intent will be followed by the negotiation of a definitive agreement (the " Definitive Agreement ") setting forth the detailed terms of the Qualifying Transaction and containing the terms and conditions set out in the Letter of Intent and such other terms and conditions as are customary for transactions of the nature and magnitude contemplated in the Letter of Intent. If completed, the proposed transaction will constitute the Company's Qualifying Transaction as set forth in Policy 2.4 of the TSXV (" Exchange Policy 2.4 ").

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Proposed Qualifying Transaction

Pursuant to the terms of the Letter of Intent and prior to completion of the Qualifying Transaction, the Company will continue its corporate existence from the Alberta Business Corporations Act to the British Columbia Business Corporations Act (the " Continuation "), consolidate all of its issued and outstanding securities on a basis of 1 new security to 1.4538 existing securities (the " Consolidation "), and change its name to such name as determined by the Company (the " Name Change ").

Pursuant to the Letter Agreement, the Company will acquire the Gnat Claims in exchange for: (i) CDN$100,000 shared 50% to each Vendor, with CDN$5,000 payable upon signing of the Letter Agreement as a non-refundable deposit and CDN$95,000 on closing; (ii) 400,000 post-consolidation common shares of the Company at a deemed price of CDN$0.30 per common share issued as 200,000 common shares to each Vendor upon closing; and (iii) 2% net smelter returns royalty to the Vendors, registered 50% to each Vendor, in respect of the Gnat Claims, and 50% of the 2% royalty may be re-purchased by the royalty payor for payment of CDN$1,000,000 to the royalty payees.

Pursuant to the terms of the Letter of Intent, it is currently contemplated that the Qualifying Transaction will be effected by way of a share exchange or three-cornered amalgamation in conjunction with a Concurrent Financing (as defined below) which will result in 130 holding the combined mineral properties and becoming a wholly-owned subsidiary of Duro. In accordance with the Letter of Intent, Duro will pay a good faith non-refundable deposit of CDN$20,000 to 130 (the " Deposit ") and, subject to TSXV approval, complete an advance of up to CDN$225,000 to 130 as a secured loan (the " Loan ") as contemplated by Section 7.4(b) of TSXV Policy 2.4. The Loan would be made, subject to TSXV acceptance, by Duro to 130, secured by all the mineral properties held by 130 and by Torr, as a collateral guarantor of the loan, together with a promissory note to Duro due within six months after first advance under the Loan. The proceeds of the Loan are intended to be used for exploration work on the Latham Copper-Gold Project that the parties want to get done as soon as possible to take advantage of the summer exploration months.

Pursuant to the Qualifying Transaction, Torr will exchange the Dalvenie Property to 130 in exchange for: (i) 4,000,000 common shares of 130 at a deemed price of $0.30 per common share; (ii) payment of CDN$100,000 cash to Torr by the Company; and (iii) 2% net smelter returns royalty to Torr in respect of the Dalvenie Property, 50% of which may be repurchased by the royalty payor for a payment of CDN$1,000,000 (collectively, the "Transfer ") so that 130 will hold all of the mineral claims comprising the Dalvenie Property in addition to all of claims comprising the Hu Property that it currently holds. Following the Transfer, all of the shareholders of 130 will transfer all of their common shares of 130 at a deemed price of $0.30 per common share to the Company in exchange for post-Consolidation shares of the Company on a 1-for-1 basis, as a share exchange or three-cornered amalgamation in conjunction with the Concurrent Financing (as defined below), wherein the Company will thereby acquire all of the mineral claims.

The Qualifying Transaction is not a related party transaction, and there are no non-arm's length parties in the Qualifying transaction and the Qualifying Transaction does not constitute a Non-Arms Length Qualifying Transaction pursuant to the policies of the TSXV. Accordingly, the Qualifying Transaction is not subject to shareholder approval of the Duro. No finders fee will be paid in respect of the Qualifying Transaction.

The Company specifically confirms that it will not be seeking shareholder approval under the policies of the TSXV for the Qualifying Transaction as a "reverse takeover" as defined under the policies of the TSXV because such approval is not required under the policies of the TSXV where: (i) the transaction does not consist of "Related Party Transactions"; (ii) the Company is without active operations as it is a "capital pool company"; (iii) the Company is not and will not be subject to a cease trade order and will not otherwise be

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suspended from trading upon completion of the transaction; and (iv) shareholder approval of the transaction is not required under applicable corporate or securities laws.

130 is incorporated under the laws of the Province of British Columbia and is owned and controlled by Nicholas Stajduhar, Roy Bonnell, and John Alcock, who are all residents of Canada. Torr is incorporated under the laws of the Province of Alberta and is owned and controlled by Malcolm Dorsey and Cameron Dorsey, who are both residents of Canada. The Scott Brothers are also both residents of Canada.

Upon completion of the Qualifying Transaction, Amalco (see below) will own all of the mineral properties comprising the Latham Copper-Gold Project as a wholly owned subsidiary of the Company. PostQualifying Transaction, the Resulting Issuer expects to list on the TSXV as a Tier 2 Mining Issuer, subject to TSXV approval.

Proposed Concurrent Financing

Concurrently with closing of the Qualifying Transaction, 130 and the Company will complete a nonbrokered private placement (the " Concurrent Financing ") for minimum aggregate gross proceeds of at least $1,275,000 to a maximum of $3,000,000 of common shares of 130 at a price of $0.30 per share which will be exchanged for post-Consolidation common shares of the Company as part of a three-cornered amalgamation of 130 and a wholly-owned subsidiary of the Company (" Subco ") that will be incorporated under the laws of British Columbia prior to completion the Qualifying Transaction. Upon completion of the three-cornered amalgamation, 130 will be amalgamated with Subco to form an amalgamated company (" Amalco ") as a wholly owned subsidiary of the Company which will own all the mineral properties comprising the Latham Copper-Gold Project. The common shares of the Company issued in respect of the Concurrent Financing will not be subject to resale restrictions or hold periods pursuant to applicable securities laws and the policies of the TSXV. Any finders fees paid in respect of the Concurrent Financing will paid subject to the policies of the TSXV and applicable securities laws and will be disclosed in a subsequent news release on closing of the Qualifying Transaction.

The Company intends to apply to the TSXV for an exemption from the sponsorship requirements under the policies of the TSXV as a domestic issuer based on its suitable management, Technical Report, size of the Concurrent Financing, and a comprehensive disclosure document in respect of the Qualifying Transaction, and will file the required filings in respect thereof. Otherwise, the Company will engage a sponsor for the Qualifying Transaction is an exemption or waiver of sponsorship is not granted by the TSXV.

The net proceeds of the Concurrent Financing will be used to fund exploration of the Latham Copper-Gold Project, and for working capital and general corporate purposes, as will be more specifically described in a subsequent news release and the Filing Statement of the Company that will be used to describe the Qualifying Transaction and the Latham Copper-Gold Project in greater detail, which will be publicly filed on SEDAR at www.sedar.com prior to closing the Qualifying Transaction.

Conditions to Entering a Definitive Agreement

The conditions to entering into the Definitive Agreement will include the following:

1. the receipt of the approval of the board of directors of each party;

2. the completion of a due diligence review by each party other than confirmatory due diligence;

3. the engagement of a sponsor or agent in connection with the Qualifying Transaction, unless exempt pursuant to the policies of the Exchange;

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Conditions to Closing the Qualifying Transaction

The closing of the Qualifying Transaction will be subject to several conditions, including, but not limited to the following:

1. the execution of the Definitive Agreement;

2. the receipt of all regulatory, corporate, and third party approvals, including the approval of the Exchange and compliance with all applicable regulatory requirements and conditions necessary to complete the Qualifying Transaction;

3. the completion of the Concurrent Financing (unless waived by the Company);

4. the completion of the Name Change;

5. the maintenance of the Company's listing on the Exchange;

6. the confirmation of the representations and warranties of each party to the Definitive Agreement as set out in such agreement;

7. the absence of any material adverse effect on the financial and operational condition of the assets of each of the parties to the Definitive Agreement;

8. the delivery of standard completion documentation including, but not limited to, legal opinions officers' certificates, and certificates of good standing or compliance; and

9. other mutual conditions precedent customary for a transaction such as the Qualifying Transaction.

Directors, Officers, and Other Insiders

On completion of the Qualifying Transaction it is anticipated that the board of the Resulting Issuer (as defined in Exchange Policy 2.4) will consist of five members, with 130 and Torr entitled to nominate three board members and Duro entitled to nominate two board members. On closing of the Qualifying Transaction, all the directors other than Sean Mager and John Williamson will resign and Malcolm Dorsey, Nicholas Stajduhar and Ewan Webster will be appointed as directors. Malcom Dorsey will also be appointed as the new President and Chief Executive Officer on closing. The Company will provide additional information about its proposed new directors, officers and insiders in a subsequent news release and a Filing Statement that will be prepared and filed under the Company's profile on SEDAR as the principal disclosure document in respect of the Qualifying Transaction.

Qualified Person

Douglas Turnbull, B.Sc. (Hons), P.Geo. is an independent Qualified Person for the purposes of National Instrument 43-101— Standards of Disclosure for Mineral Projects and has reviewed and approved the scientific and technical information in this news release related to geology and exploration.

General

In accordance with Exchange policies, the Company's common shares have been halted from trading and will remain so until the documentation required by the Exchange for the Qualifying Transaction can be provided to the Exchange. The Company's common shares may remain halted until completion of the Qualifying Transaction.

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Contact Information

For further information concerning this press release, please contact Sean Mager, President, Chief Executive Officer, and Director of Duro Metals Inc. at:

Telephone: 780-701-3215 Email: seanm@metalsgroup.com

Cautionary Statement

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provide (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forwardlooking statements. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by the Company.

(Not for dissemination in the United States of America.)