Omineca Mining and Metals Ltd. (TSX-V: OMM) (OTCQB: OMMSF) is pleased to announce that it has closed its previously announced brokered private placement offering for aggregate gross proceeds of approximately $2,400,000 from the issuance of 43,636,363 flow-through units of the company, at a price of $0.055 per FT Unit. The Offering was led by Research Capital Corporation as the sole agent and sole bookrunner.

Each FT Unit is comprised of one common share of the Company that will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and one purchase warrant of the Company. Each Warrant shall entitle the holder thereof to purchase one Common Share at an exercise price of $0.10 for a period of 36 months from Closing (as defined herein). In the event that the volume weighted average trading price of the Common Shares on the TSX Venture Exchange, or other principal exchange on which the Common Shares are listed, is equal to or greater than $0.20 for any 20 consecutive trading days, the Company may, within 10 business days of the occurrence of such event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the date that is 30 days following the date of such notice. Any unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.

The Offering was conducted pursuant to the amendments to National Instrument 45-106 – Prospectus Exemptions set forth in Part 5A thereof to purchasers resident in Canada, except Québec. The FT Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The gross proceeds from the sale of FT Units will be used for exploration expenses incurred during the Company’s ongoing drilling and exploration program at Wingdam, in British Columbia as Canadian exploration expenses as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act and “flow through mining expenditures” as defined in subsection 127(9) of the Tax Act that will qualify as “flow-through mining expenditures” and “BC flow-through mining expenditures” as defined in subsection 4.721(1) of the Income Tax Act (British Columbia), which will be incurred on or before December 31, 2025 and renounced with an effective date no later than December 31, 2024 to the initial purchasers of FT Units.

The Company paid the Agent a 7.0% cash commission based on the aggregate gross proceeds arising from the Offering, subject to a reduction for certain orders on a “president’s list”. The Company also granted the Agent 2,241,575 non-transferable broker warrants. In addition, the Agent received an advisory fee of approximately $2,500 and 47,734 advisory broker warrants on the same terms as the Broker Warrants. Each Broker Warrant shall entitle the holder thereof to purchase one unit of the Company at an exercise price of $0.055 per unit for a period of 36 months following the Closing.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Omineca Mining and Metals Ltd.

Omineca Mining and Metals Ltd.’s flagship Wingdam gold exploration and placer recovery projects are located along the Barkerville Highway 45 km east of the City of Quesnel. The Wingdam Property 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.