Mr. Scott Ross reports

BEARCLAW CAPITAL ANNOUNCES CLOSING OF PRIVATE PLACEMENT

Bearclaw Capital Corp. has closed the non-brokered private placement announced on Jan. 12, 2023. The company issued 3.2 million units at a price of 9.5 cents per unit to raise gross proceeds of $304,000. Each unit consists of one common share and one-quarter of a common share purchase warrant. Each full warrant entitles the holder to purchase one additional common share of the company at a price of 12.5 cents per common share for a period of 12 months from closing. The proceeds will be used for general corporate and working capital purposes.

Pursuant to the placement, the fully diluted beneficial ownership of the issued and outstanding common shares held by John Ross, a related party, will increase to 18.19 per cent (previously 11.61 per cent).

Pursuant to the placement, the fully diluted beneficial ownership of the issued and outstanding common shares held by Leslie Ross, a related party, will increase to 16.99 per cent (previously 9.25 per cent).

Pursuant to the placement, the fully diluted beneficial ownership of the issued and outstanding common shares held by Scott Ross, a related party, will increase to 19.79 per cent (previously 14.74 per cent).

Pursuant to the placement, the fully diluted beneficial ownership of the issued and outstanding common shares held by Dr. Alison C. Ross FRCSC Inc., a related party, will increase to 18.06 per cent (previously 11.36 per cent).

All securities issued in connection with the placement will be subject to a statutory hold period expiring four months and one day after closing of the placement.

About Bearclaw Capital Corp.

Bearclaw Capital is a Canadian public mining exploration company which was incorporated in British Columbia, Canada, in 1999.

We seek Safe Harbor.