Star Metro - Earthwise Minerals Completes Private Placement and Makes Changes to the Management Team

Each NFT Unit shall consist 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 36 months from the date of issuance. The Company issued 17,194,414 NFT warrants in the Offering.

The Company intends to use the net proceeds from the Offering for general working capital and exploration at the Iron Range Gold Project.

No Finders' fees were paid in connection with the Offering. In accordance with applicable Canadian securities laws, all securities issued pursuant to the Offering will have a hold period of four months and one day from the date of issuance.

In connection with the Offering, Karen Mate, the Company's director, acquired 337,143 NFT 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.

Change in Management

Earthwise Minerals Corp. is very pleased to make significant additions to our team. Karen Mate has joined the Board of Directors and Andy Randell has joined the newly created Advisory Board as Geological Advisor to our team.

Karen Mate

Karen Mate is a senior capital markets professional with more than 30 years of experience in the Canadian investment industry, including extensive leadership roles within institutional equity sales and capital markets advisory.

Over her career, Karen held senior positions at several of Canada's leading investment banks, including Director, Global Institutional Equity Sales at Scotia Capital, and senior leadership roles at Casimir Capital, Dundee Capital Markets, Marleau Lemire Securities, and National Bank Financial. She built a reputation as a trusted advisor to institutional investors and corporate management teams across multiple market cycles.

Karen has been directly involved in raising approximately $1 billion in equity capital, with a particular focus on the natural resources sector. Her experience spans equity financings, strategic positioning, investor communications, and corporate development for publicly listed companies.

In 2016, Karen founded Capital Markets Advisory CA, where she now advises Canadian junior mining companies on capital raising, strategic communications, corporate development, and market strategy. She brings deep expertise in equity capital markets, management oversight, risk assessment, and investor relations, supported by an extensive network of long-standing institutional and industry relationships.

As a Director of Earthwise Minerals, Karen provides capital markets insight, strategic oversight, and governance support as the Company advances its exploration programs and long-term growth objectives.

Andy Randell, P.Geo

Andy Randell is a professionally registered geoscientist with more than 20 years of experience across mineral exploration, technical leadership, consulting, and industry governance.

Andy has held senior geological roles on gold-focused exploration projects in Canada and internationally, including positions as Project Geologist and Chief Geologist. His experience spans grassroots exploration through advanced-stage projects, with a strong emphasis on structural geology, disciplined targeting, and responsible exploration practices.

In addition to his operational experience, Andy is the Founder of SGDS Hive, a geoscience consultancy that advises exploration and mining companies globally on technical evaluation, project strategy, and exploration best practices.

Andy is an active contributor to the Canadian mineral exploration and professional geoscience community. He currently serves on the Board of Directors of the Association for Mineral Exploration (AME) and is the Chair of a newly formed advocacy body within Engineers and Geoscientists British Columbia (EGBC). He has also taught senior-level university courses in Indigenous relations, sustainability, and mining law and ethics.

Andy is the Founder of Aeonian Resources Corp. and was awarded the Bedford Young Mining Professional Award by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) in recognition of his contributions to the industry.

As Geological Advisor to Earthwise Minerals, Andy provides independent technical insight and strategic guidance to support the Company's exploration programs and long-term development objectives.

Solomon Kasirye

Earthwise Minerals announces the resignation of Mr. Solomon Kasirye as director of the Company, effective immediately. Earthwise wishes to thank Mr. Kasirye for his contributions to the Company.

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

A.Hill--SMC