Earthwise Minerals Completes Private Placement
NEWS RELEASE WISE: CSE
966: FSE
EARTHWISE MINERALS COMPLETES PRIVATE PLACEMENT
August 5, 2025 – VANCOUVER, BRITISH COLUMBIA – Earthwise Minerals Corp . (CSE: WISE & FSE: 966)
(“Earthwise” or the “ Company”) is pleased to announce that it has completed its non-brokered private
placement financing (the “Offering”) announced June 19, 2025. The Company has raised gross proceeds
of $171,700 by issuing a total of 3,249,999 non-flow through units (“NFT Units”) and a total of 2,473,333
flow through units (“FT Units”) both at a price of $0.03 for total proceeds of $171,700.
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 per iod of 24 months
from the date of issuance. A total of 3,249,999 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 1,236,667 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 $360 and issued 12,000
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 300,000 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
EARTHWISE MINERALS CORP.
Suite 330 – 470 Granville St.
Vancouver, BC, V6C 1V4
TEL: (604) 506-6201
www.earthwiseminerals.com
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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, w ithout 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.sedar plus.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.
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