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Omineca Announces Closing of Private Placement Financing for Exploration

Financings

Omineca Announces Closing of Private

Placement Financing for Exploration

/NOT FOR DISTRIBUTION TO

UNITED STATES

NEWSWIRE SERVICES OR FOR

DISSEMINATION IN

THE UNITED STATES

./

SASKATOON, SK

,

Nov. 16, 2022

/CNW/ - Omineca Mining and Metals Ltd.'s (TSXV: OMM)

("

Omineca

" or the "

Company

") announces that it has completed a non-brokered private placement

offering (the "

Offering

") of 9,374,999 units of the Company (the "

Units

") at a price of

$0.08

per Unit

for gross proceeds of

$750,000

. Each Unit consists of one common share of the Company (a "

Unit

Share

") and one (1) common share purchase warrant (a "

Warrant

"). Each Warrant entitles the

holder to purchase one common share of the Company at an exercise price of

$0.12

until

November

16, 2024

.

The net proceeds of the Offering will used to accelerate and continue the Company's hard rock gold

exploration and drilling activity at its exploration projects in the Cariboo Mining District in south-

central

British Columbia

and for general working capital purposes.

The Units, and the underlying securities comprising the Units issued under the Offering are subject to

a statutory hold period expiring

March 17, 2023

. In connection with the Offering, the Company has

paid certain finders a cash finder fee of 7% of applicable subscription price.

Omineca advises that insiders of the company participated in the Offering, which was completed

pursuant to available related party exemptions under Multilateral Instrument 61-101.

About Omineca Mining and Metals Ltd.

Omineca's

flagship

Wingdam

gold exploration and placer recovery project is located along the

Barkerville

Highway 45 km east of the City of

Quesnel

,

British Columbia

. The

Wingdam

project

includes mineral tenures totaling over 61,392 hectares (613 square

kms

) and in excess of 15 linear

kilometers of placer claims, both encompassing the Lightning Creek valley where topographic

conditions created thick layers of overburden, which preserved a large portion of a buried

paleochannel

containing placer gold-bearing

gravels

.

Omineca

also has an exploration and diamond

drill program currently underway exploring for the potential multiple hard rock sources of the placer

gold at

Wingdam

.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities

in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or

qualification under the securities laws of such jurisdiction.

The securities offered under the Offering have not been and will not be registered under the United

States Securities Act of 1933, as amended (the "

Securities Act

"), or the securities laws of any

state of the

United States

, and may not be offered or sold in the United States or to, or for the

account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or a

person in the

United States

, unless an exemption from such registration requirements is available.

Forward Looking Statements

This release includes forward-looking statements regarding Omineca and its business. Such

statements are based on the current expectations and views of future events of Omineca's

management. In some cases, the forward-looking statements can be identified by words or

phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate",

"believe" or the negative of these terms, or other similar expressions intended to identify forward-

looking statements. The forward-looking events and circumstances discussed in this release may

not occur and could differ materially as a result of the failure to consummate the Offering, the

economic feasibility of the Wingdam project, known and unknown risk factors and uncertainties

affecting Omineca, including risks regarding the resource industry, economic factors and the

equity markets generally and many other factors beyond the control of Omineca. No forward-

looking statement can be guaranteed. Forward-looking statements and information by their nature

are based on assumptions and involve known and unknown risks, uncertainties and other factors

which may cause our actual results, performance or achievements, or industry results, to be

materially different from any future results, performance or achievements expressed or implied by

such forward-looking statement or information. Accordingly, readers should not place undue

reliance on any forward-looking statements or information. Forward-looking statements speak only

as of the date on which they are made and Omineca undertakes no obligation to publicly update or

revise any forward-looking statement, whether as a result of new information, future events, or

otherwise, except as required by applicable securities laws.

Neither 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.

SOURCE

Omineca Mining and Metals Ltd

View original content to download multimedia:

http://www.newswire.ca/en/releases/archive/November2022/16/c5302.html

%SEDAR: 00031647E

For further information:

Tom MacNeill, President and CEO, 306-653-2692

CO: Omineca Mining and Metals Ltd

CNW 16:30e 16-NOV-22