VANCOUVER - Metals Corporation (TSXV: OSU) ('Orsu' or the 'Company') is pleased to announce that it has entered into a non-binding letter of intent dated as of May 23, 2022 (the 'LOI') with Invenir Ltd. ('Invenir') and Skyfire Ltd., pursuant to which Orsu and the Target Companies will complete a business combination that will result in a reverse takeover and change of business of Orsu.

The Target Companies are arm's length's parties to the Company.

The entity resulting from the Proposed Transaction (the 'Resulting Issuer') will be a global helium explorer and developer with exclusive rights to the Topaz helium project in the USA, which has been drilled and flowed 10.5% helium, and a 100% interest in the Tunu helium project in Greenland.

Terms of the LOI

Subject to satisfactory tax, corporate and securities law advice for both Orsu and the Target Companies, the Proposed Transaction will be structured as a share purchase or other form of transaction or a series of transactions that have a similar effect, and pursuant to which: I. Orsu shall complete a share consolidation (the 'Consolidation'); II. Orsu will acquire all voting securities of the Target Companies from the shareholders of the Target Companies (the 'Target Company Shareholders') in consideration for the issuance to the Target Company Shareholders of post-Consolidation common shares of Orsu ('Post-Consolidation Shares'); III. the existing shareholders of Orsu as of immediately prior to the completion of the Proposed Transaction will hold approximately 14% of the Post-Consolidation Shares of the Resulting Issuer; IV. the former shareholders of the Target Companies will hold approximately 64.5% of the Post-Consolidation Shares of the Resulting Issuer and V. Orsu will conduct a concurrent private placement offering (the 'Concurrent Financing') of Subscription Receipts to raise proceeds of at least $5 million, at a price to be determined in the context of the market.

The ratio of the Consolidation and the percentage holdings of the Post-Consolidation Shares set out above may be adjusted based on the final pricing of the Concurrent Financing. Certain of the Post-Consolidation Shares will be subject to escrow and resale restrictions pursuant to the policies of the TSX Venture Exchange (the 'Exchange').

The LOI also provides that effective on closing of the Proposed Transaction, the Company will, among other things: (i) change its name to a name requested by the Target Companies and acceptable to applicable regulatory authorities; (ii) reconstitute its board of directors with nominees of the Target Companies; (iii) replace certain officers of the Company on closing of the Proposed Transaction with nominees of the Target Companies and (iv) immediately following closing of the Proposed Transaction complete the sale of the Company's existing assets.

The proceeds of the Concurrent Financing will be placed in escrow until the Proposed Transaction closes, at which time the proceeds will be released to the Company and the subscription receipts will automatically be converted into Post-Consolidation Shares. If the Proposed Transaction does not close the escrow funds will be returned to the subscribers.

Completion of the Proposed Transaction is subject to a number of conditions, including receipt of all necessary regulatory approvals, including shareholder approval if required, execution of related transaction documents, approval of the Exchange, disposition of the Company's existing assets, there being no adverse material change in the affairs of the parties and completion of satisfactory due diligence by each of the parties.

Pursuant to the LOI, each of the Target Companies and Orsu agreed to (i) use commercially reasonable efforts to negotiate the terms of a definitive agreement reflecting the terms of the LOI and other representations and warranties, covenants and conditions that are customary for a transaction of this nature for execution as soon as practicable; (ii) conduct their respective businesses in the ordinary course and (iii) not enter into negotiations or solicit any expressions of interest for any transaction competitive to the Proposed Transaction.

The LOI shall terminate upon any party notifying the others that it is not satisfied with the results of its due diligence investigation by June 30, 2022.

Board and Management

Invenir and Skyfire were created and are managed by the founders of Helium One Global Ltd. (LSE:HE1). As the first dedicated explorers for helium, their global database and knowledge led to the formation of Invenir and Skyfire.

Contact:

Doris Meyer

Tel: 1-604-536-2711

Email: doris@gocs.ca

All information contained in this news release with respect to the Target Companies was supplied by the Target Companies for inclusion herein and the Company has relied on the accuracy of such information without independent verification.

As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance of the Proposed Transaction. The Proposed Transaction cannot close until the required regulatory approval is obtained in respect of the applicable matters. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement of the Company to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Orsu should be considered highly speculative.

Forward-Looking Information

This press release may include 'forward-looking information' (as that term is defined by Canadian securities legislation), concerning the Company's business. Forward-looking information in this news release includes, but is not limited to, statements regarding the Proposed Transaction, the Disposition, the description of the Target Companies and information regarding the management, business and operations of the Resulting Issuer. Forward-looking information is based on certain key expectations and assumptions made by the Company's management, including future plans for the exploration and development of its mineral properties. Although the Company believes that such expectations and assumptions are reasonable, investors should not rely unduly on such forward-looking information as the Company can give no assurance they will prove to be correct. Forward-looking statements in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to publicly update any forward-looking information (whether as a result of new information, future events or results, or otherwise) other than as required by applicable securities laws.

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