Star Metro - Earthwise Minerals Closes Private Placement

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 $0.08 for a period of 24 months from the date of issuance. A total of 2,400,000 NFT Warrants were issued.

Each FT Unit shall consist 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"). 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 5,835,000 FT Warrants were issued.

Completion of the Offering is subject to customary conditions, including regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the Closing Date. Finders' fees of $15,550 cash and 311,000 broker warrants were issued. The broker warrants will entitle the holder thereof to purchase one common share at an exercise price of $0.08 for a period of 24 months from the date of issuance.

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.

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)(OTCQB:EWISF) 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 contains "forward-looking information" within the meaning of applicable Canadian securities laws and may also constitute "forward-looking statements" within the meaning of United States securities laws (collectively, "forward-looking statements"). Forward-looking statements in this release include, but are not limited to, statements regarding the use of proceeds from the completed financing, the Company's future plans, exploration programs, development activities, and the potential of its mineral properties.

Forward-looking statements are based on the current expectations, estimates, beliefs and assumptions of management as of the date hereof. Such statements are subject to a number of known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to the use of proceeds, market conditions, regulatory approvals, exploration and development activities, commodity prices, environmental risks, and general economic conditions.

Although the Company believes that the assumptions and expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated. Readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking statements are made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.

U.S. Securities Disclaimer
This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from such registration requirements.

The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

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

F.T. Michaud--SMC