Arizona Tribune - Earthwise Minerals Completes Private Placement

Each NFT Unit consists of one common share in the authorized share structure of the Company ("NFT Share") and one common share purchase warrant ("NFT Warrant"). Each NFT Warrant will entitle the holder thereof to purchase one common share at an exercise price of $0.05 for a period of 24 months from the date of issuance. A total of 4,050,000 warrants were issued through non-flow through units.

Each FT Unit consists of one common share in the authorized share structure of the Company ("FT Share") and one-half of one common share purchase warrant ("FT Warrant"). Each full FT Warrant will entitle the holder thereof to purchase one common share at an exercise price of $0.05 for a period of 24 months from the date of issuance. The FT Shares are intended to qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). The gross proceeds from the sale of the FT Shares will be used to incur "Canadian exploration expenses" that are intended to qualify as "flow-through mining expenditures" as those terms are defined in the Tax Act, which the Company intends to renounce to the purchasers of the FT Shares. A total of 375,000 warrants were issued through flow through units.

The proceeds from the FT Offering will be used to advance the Company's exploration activities and continue unlocking value at the Iron Range Gold Property in British Columbia. The Company intends to use the proceeds from the NFT Offering for general working capital.

In connection with the closing of the Offering, the Company paid cash finders' fees of $520 and issued 23,000 non-transferable finders' warrants to Ventum Financial Corp., with each finder's warrant exercisable on the same terms as the unit warrants as noted above. In accordance with applicable Canadian securities laws, all securities issued pursuant to the Offering have a hold period of four months and one day from the date of issuance.

In connection with the Offering, Mark Luchinski, the Company's CEO and director, acquired 500,000 NFT Units and 150,000 FT Units (the "Insider Subscription"). The Insider Subscription constituted a "related party transaction" within the meaning of the policies of the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of shares subject to the Insider Subscription nor the consideration paid in connection with the Insider Subscription exceeded 25% of the Company's market capitalization calculated in accordance with MI 61-101.A material change report was not filed more than 21 days prior to closing of the Offering because the Insider Subscription was not finalized until shortly prior to the completion of the Offering.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Earthwise Minerals
Earthwise Minerals Corp. (CSE:WISE)(FSE:966) is a Canadian junior exploration company focused on advancing the Iron Range Gold Project in southeastern British Columbia near Creston, B.C. The Company holds an option to earn up to an 80% interest in the fully permitted project, which is road-accessible and situated within a prolific mineralized corridor. The property covers a 10 km x 32 km area along the Iron Range Fault System and hosts multiple high-grade gold showings and large-scale geophysical and geochemical anomalies.

For more information, visit www.earthwiseminerals.com.

EARTHWISE MINERALS CORP.,

ON BEHALF OF THE BOARD
"Mark Luchinski"

Contact Information:
Mark Luchinski
Chief Executive Officer, Director
Telephone: (604) 506-6201
Email: [email protected]

Forward Looking Statements
This news release includes statements that constitute "forward-looking information" as defined under Canadian securities laws ("forward-looking statements") including, without limitation, statements respecting the Offering and the intended use of proceeds therefrom. Statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in its forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and actual outcomes may differ materially from those in forward-looking statements. Additional information regarding the various risks and uncertainties facing the Company are described in greater detail in the "Risk Factors" section of the Company's annual management's discussion and analysis and other continuous disclosure documents filed with the Canadian securities regulatory authorities which are available at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements.

For more information, please contact Mark Luchinski, Chief Executive Officer and Director, at [email protected] or (604) 506-6201.

SOURCE: Earthwise Minerals Corp.

View the original press release on ACCESS Newswire

P.A.Mendoza--AT