Mr. Randy Clifford reports

ICWHY CAPITAL VENTURES INC. ANNOUNCES NON-BINDING LETTER OF INTENT WITH 1455020 B.C. LTD.

ICWHY Capital Ventures Inc. has entered into a non-binding letter of intent (LOI) dated June 23, 2026, with 1455020 B.C. Ltd. (145), an arm's-length party, pursuant to which the company intends to acquire all of the issued and outstanding common shares of 145 by way of a three-cornered amalgamation or other acceptable means, subject to regulatory approval, including that of the TSX Venture Exchange. The acquisition is expected to constitute the company's qualifying transaction under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.

145 is a private company incorporated under the laws of British Columbia on Dec. 13, 2023, and is not a reporting issuer or equivalent in any jurisdiction. 145 is focused on mineral exploration and holds an option to acquire a 100-per-cent interest in the Chu Chua North project, located in British Columbia. Further information on 145, including all required financial statements, is currently being prepared for filing with the TSX-V, and will be filed and posted on SEDAR+ upon the completion of the filing statement, information circular or similar disclosure document that will be prepared in connection with the acquisition under the policies of the TSX-V, with summary financial information regarding 145 to be disclosed in a subsequent news release.

The acquisition

It is anticipated that the parties will complete the acquisition by way of three-cornered amalgamation, pursuant to which 145 would amalgamate with a wholly owned subsidiary of the company, resulting in the amalgamated entity becoming a wholly owned subsidiary of the company on closing (the company following the acquisition hereinafter referred to as the resulting issuer). The final structure and form of the acquisition remains subject to satisfactory tax, corporate and securities law advice for both 145 and the company, and will be set forth in a definitive agreement to be entered into among the parties, which will replace the LOI. Upon completion of the acquisition, the resulting issuer will continue to carry on the business of 145 as a Tier 2 mining issuer.

Pursuant to the terms of the LOI, the company intends to consolidate its shares at a ratio of 0.635 for one. In connection with the acquisition, holders of the common shares of 145 will receive one common share in the capital of the company (on a postconsolidation basis) for each 145 share held immediately before the completion of the acquisition.

No finder's fee or commission is payable in connection with the acquisition. Additionally, no deposits, advances or loans have been made or will be made in connection with the acquisition.

The initial financing

145 will complete an initial private placement of units, with each unit consisting of one 145 share and one 145 share purchase warrant, entitling the holder thereof to acquire one additional 145 share at an exercise price of 20 cents. The units will be issued at a price of 10 cents per unit for aggregate gross proceeds up to $125,000, to be completed on or before Aug. 1, 2026.

The concurrent financing

145 will complete a concurrent private placement of: (i) units at a price of 15 cents per unit for aggregate gross proceeds of up to $460,000; and (ii) flow-through units at a price of 20 cents per flow-through unit for aggregate gross proceeds of up to $140,000, with each flow-through unit consisting of one flow-through common share of 145 and one warrant, each warrant entitling the holder thereof to acquire one additional 145 share at an exercise price of 20 cents. The concurrent financing is to be completed on or before Sept. 15, 2026.

The net proceeds raised by 145 in the financings are expected to be used for transaction expenses, general working capital, and mineral exploration and corporate development purposes, including advancement of the Chu Chua North project and evaluation of additional mineral property opportunities.

145 may pay finders' fees in connection with the financings, the details of which will be disclosed in a subsequent news release.

Furthermore, in connection with the acquisition, it is anticipated that the company will, among other things: (i) change its name to such corporate name as 145 may determine in its sole discretion; (ii) reconstitute the existing directors and officers of the company as directed by 145 in its sole discretion, such that the board of the resulting issuer will be composed entirely of individuals nominated by 145; (iii) enter into employment, consulting or other agreements with key members of the 145 team and management; (iv) enter into such escrow or pooling agreements as required by the TSX-V or as agreed by the parties.

As at the date hereof, it is not possible for the parties to definitively determine the aggregate number of resulting issuer shares expected to be outstanding upon completion of the acquisition, nor the respective percentages of the outstanding resulting issuer shares expected to be owned by the shareholders of the company and 145, as such determinations will depend upon the initial capital raise and concurrent financing. A subsequent news release will be issued when the applicable information is available.

The names and backgrounds of the board and management of the company appointed in connection with the acquisition will be disclosed in a subsequent news release once determined.

The acquisition will constitute a qualifying transaction of the company under the policies of the TSX-V. Completion of the acquisition is subject to a number of conditions, including, but not limited to, TSX-V acceptance, satisfactory due diligence investigations, the negotiation and execution of the definitive agreement, the completion of the financings, and receipt of all required shareholder, regulatory and third party approvals and consents. Where applicable, the acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the acquisition will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the acquisition, any information released or received with respect to the acquisition and the financings may not be accurate or complete, and should not be relied upon. As such, trading in the securities of the company should be considered highly speculative. Trading in the common shares of the company will remain halted pending further filings with the TSX-V. It is not currently anticipated that the acquisition will require the approval of the shareholders of the company, as it will not be a non-arm's-length qualifying transaction (as defined in Policy 2.4) or a related party transaction pursuant to the provisions of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

In connection with the acquisition, the company will issue a subsequent news release setting out further information as contemplated in Policy 2.4.

We seek Safe Harbor.