Earthwise Closes Private Placement
NEWS RELEASE WISE: CSE
EWISF: OTCQB
966: FSE
EARTHWISE MINERALS CLOSES PRIVATE PLACEMENT
March 31, 2026 – VANCOUVER, BRITISH COLUMBIA – Earthwise Minerals Corp. (CSE: WISE | FSE: 966 |
OTCQB: EWISF) (“Earthwise” or the “ Company”) is pleased to announce that it has completed its non -
brokered private placement financing (the “Offering”) announced March 20, 202 6. The Company has
raised gross proceeds of $ 703,500 by issuing a total of 2,400,000 non-flow through units (“NFT Units”)
and a total of 11,670,000 flow through units (“FT Units”) both at a price of $0.05.
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 3 11,000 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.
Suite 330 – 470 Granville St.
Vancouver, BC, V6C 1V4
TEL: (604) 506-6201
www.earthwiseminerals.com
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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 act ual 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
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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.