Earthwise Minerals Completes Private Placement and Makes Changes to the Management Team

Executive Summary

• Earthwise Minerals completed a non‑brokered private placement, raising $601,804.49 through the issuance of 17,194,414 NFT Units at $0.035 per unit.
• Each NFT Unit includes one common share and one warrant to purchase an additional share at $0.05 for up to 36 months. Net proceeds will fund general working capital and exploration at the Iron Range Gold Project.
• The company announced significant board and advisory additions (Karen Mate to the Board; Andy Randell as Geological Advisor) and the resignation of director Solomon Kasirye.

Key Details

• Financing Structure: 17,194,414 non‑flow‑through units (NFT Units) at $0.035 per unit.
• Gross Proceeds: $601,804.49; net proceeds earmarked for working capital and Iron Range Gold Project exploration.
• Unit Composition: Each NFT Unit = 1 common share + 1 warrant.
• Warrant Terms: One‑share purchase warrant exercisable at $0.05 per share, valid for 36 months from issuance. All 17,194,414 warrants were issued.
• Holding Period: Securities subject to a four‑month and one‑day hold period under Canadian securities law.
• No Finder’s Fees: The offering was conducted without any finder’s fees.
• U.S. Offering Restrictions: Units are not registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent exemption.
• Related Party Transaction: Director Karen Mate subscribed for 337,143 NFT Units; transaction exempt from formal valuation/approval under MI 61‑101 because it did not exceed 25% of market cap. No material change report filed due to timing of subscription finalization.
• Management Additions:
• Karen Mate – appointed to the Board of Directors; senior capital markets professional with ~30 years experience, former Director at Scotia Capital and other leading institutions.
• Andy Randell, P.Geo – appointed Geological Advisor on newly created Advisory Board; geoscientist with >20 years exploration experience, founder of SGDS Hive and Aeonian Resources Corp.
• Resignation: Solomon Kasirye resigned as director effective immediately.

Notable Quotes

(No direct quotes were provided in the release.)