Vertical Closes Financing

VANCOUVER, BC / December 13th,2023 / VERTICAL EXPLORATION INC. (TSX-V: VERT) (“Vertical” or “the Company”) is pleased to announce that, further to its news release of December 11, 2023, it has closed its private placement of 9,460,000 units at $0.05 per unit for total gross proceeds of $473,000. Each unit consists of one common share and one transferable common share purchase warrant authorizing the purchase of one additional common share at a price of $0.10 per share until June 13, 2025. The warrants are subject to an acceleration clause, in the event that the trading price of the Shares on the Toronto Stock Exchange, Venture Market (the “TSXV”) reaches $0.25 or more for a period of ten consecutive trading days, the Corporation may, at its option, accelerate the Warrant Expiry Date by delivery of notice to the registered holders (an “Acceleration Notice”) thereof and issuing a press release (a “Warrant Acceleration Press Release”, and, in such case, the Warrant Expiry Date shall be deemed to be 5: 00 p.m. (Vancouver time) on the 30th day following the later of (i) the date on which the Acceleration Notice is sent to warrant holders, and (ii) the date of issuance of the Warrant Acceleration Press Release.

In connection with the private placement, the Corporation paid cash finder’s fees to arm’s length parties, totaling $20,655 and issued 413,100 common share purchase warrants (“Finder’s Warrants”). Each Finder’s Warrant is exercisable into one common share of the Corporation at a price of $0.10 per Finder’s Warrant share until December 13, 2024.

All securities issued under the offering are subject to statutory hold periods expiring on April 14, 2024.

Proceeds raised from the Offering will be used to advance the Company’s St. Onge project in Quebec, for research and development, for general working capital and unallocated funds as per Tier 2 status requirements.

Although conditionally approved this offering is subject to TSX Venture Exchange final acceptance.

ABOUT VERTICAL EXPLORATION

Vertical Exploration’s mission is to identify, acquire, and advance high potential mining prospects located in North America for the benefit of its stakeholders. The Company’s flagship St-Onge Wollastonite property is located in the Lac-Saint-Jean area in the Province of Quebec.

ON BEHALF OF THE BOARD
Peter P. Swistak, President/CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
Telephone: 1-604-683-3995
Toll Free: 1-888-945-4770
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD-LOOKING STATEMENTS:

Cautionary Statement

Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, including the intention to complete the Private Placement and the expected expenditure of the proceeds of the Private Placement, the intention to complete the Acquisition and the intention to Complete the transactions contemplated under the Option Agreement are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: the Company’s ability to obtain all approvals required in connection with the Private Placement, Acquisition and Option Agreement and successfully complete the Private Placement, Acquisition and Option Agreement; risks relating to the global economic climate; dilution; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; and volatile securities markets impacting security pricing unrelated to operating performance. The Company has also assumed that no significant events occur outside of the normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, 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 information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law.