Private Placement Closing - Changes to Management
NEWS RELEASE WISE: CSE
966: FSE
EARTHWISE MINERALS COMPLETES PRIVATE PLACEMENT AND MAKES CHANGES
TO THE MANAGEMENT TEAM
February 10, 2026 – 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 January 30, 202 6. The Company has raised gross
proceeds of $601,804.49 by issuing a total of 17,194,414 non-flow through units (“NFT Units”) at a price
of $0.035 per unit.
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 exerci se 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 f rom 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 co nsideration 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.
Suite 330 – 470 Granville St.
Vancouver, BC, V6C 1V4
TEL: (604) 506-6201
www.earthwiseminerals.com
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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, manage ment 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.
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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, w ithout limitation, statements
respecting the Offering and the intended use of proceeds therefrom. S tatements 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 stateme nts 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.