File: Attachment NR - LOI 1455020 - ICWY - 24-06-26.pdf

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

LTD.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

FOR IMMEDIATE RELEASE

June 24, 2026 ICWY.P

Vancouver, British Columbia June 24, 2026: ICWHY Capital Ventures Inc. (TSXV: ICWY.P) (the "Company") is pleased to announce that the Company has entered into a non-binding letter of intent (the "LOI") dated June 23, 2026, with 1455020 B.C. Ltd. ("145"), an arm's length party, pursuant to which the Company intends to acquire (the "Acquisition") 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 "TSXV"). The Acquisition is expected to constitute the Company's qualifying transaction under Policy 2.4 Capital Pool Companies ("Policy 2.4") of the TSXV.

145 is a private company incorporated under the laws of British Columbia on December 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% interest in the Chu Chua North Project located in British Columbia (the "Chu Chua North Project"). Further information on 145, including all required financial statements, is currently being prepared for filing with the TSXV, 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 TSXV, 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 (the "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 1:0.635 (the "Consolidation"). In connection with the Acquisition, holders of the common shares of 145 (the "145 Shares") will receive one common share in the capital of the Company (on a post-Consolidation basis) (a "Resulting Issuer Share") for each 145 Share held immediately before the completion of the Acquisition.

No finders '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 (each, a "Unit"), with each Unit consisting of one 145 Share and one 145 Share purchase warrant (a "Warrant"), entitling the holder thereof to acquire one additional 145 Share at an exercise price of $0.20. The Units will be issued at a price of $0.10 per Unit for aggregate gross proceeds up to $125,000, to be completed on or before August 1, 2026 (the "Initial Capital Raise"). The Concurrent Financing

145 will complete a concurrent private placement of (i) Units at a price of $0.15 per Unit for aggregate gross proceeds of up to $460,000, and (ii) flow-through units (each, a "Flow-Through Unit") at a price of $0.20 per Flow-Through Unit for aggregate gross proceeds of up to $140,000 (the "Concurrent Financing" and together with the Initial Capital Raise, the "Financings"), 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 $0.20. The Concurrent Financing is to be completed on or before September 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 TSXV 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 TSXV. Completion of the Acquisition is subject to a number of conditions including but not limited to TSXV 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 TSXV. 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

2 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.

Contact Information Randy Clifford Chief Executive Officer Tel: (778) 362-3037 Email: drcliff@telusplanet.net

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Forward-Looking Information

This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the terms and completion of the Acquisition and the transactions contemplated by the LOI, the anticipated structure of the Acquisition as a three-cornered amalgamation, the negotiation and execution of the Definitive Agreement, the anticipated timing thereof, the completion of the Consolidation, the completion of the Financings and the expected use of proceeds therefrom, the issuance of securities of the Company (including the Resulting Issuer Shares) in connection with the Acquisition and the Financings, the proposed change of the Company's name, the proposed reconstitution of the board of directors and management of the Resulting Issuer, the entering into of employment, consulting, escrow and pooling agreements, the receipt of all required shareholder, regulatory and third- party approvals and consents, including the acceptance of the TSXV, the Resulting Issuer continuing to carry on the business of 145, the characterization of the Acquisition as the Company's qualifying transaction, the resumption of trading in the securities of the Company, and the filing of disclosure documents and the issuance of subsequent news releases in connection with the Acquisition. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, without limitation: that the parties will negotiate and execute the Definitive Agreement on the terms contemplated by the LOI; that each of the Financings will be completed on the anticipated terms and timing; that the Consolidation will be completed as contemplated; that all required shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, will be obtained on a timely basis; that the conditions to closing of the Acquisition will be satisfied; that the Company and 145 will be able to satisfy the requirements of the TSXV applicable to the Acquisition as the Company's qualifying transaction; and that general economic and market conditions, including conditions

3 in the capital markets and the mineral exploration industry, will remain materially consistent with current expectations. The forward-looking statements in this news release are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated, including, without limitation: the risk that the Definitive Agreement is not negotiated or executed; the risk that the Acquisition is not completed on the anticipated terms or at all, including as a result of a failure to satisfy the conditions to closing; the risk that the Financings are not completed on the anticipated terms, timing or amounts, or at all; the risk that the Consolidation is not completed as contemplated; the risk that the required shareholder, regulatory or third-party approvals and consents, including the acceptance of the TSXV, are not obtained or are delayed; the risk that the Company is unable to satisfy the requirements of the TSXV applicable to the Acquisition as its qualifying transaction; risks relating to the business of 145 and the mineral exploration and mining industry; risks relating to fluctuations in capital markets and the price of the Company's securities; the risk that anticipated benefits of the Acquisition are not realized; and the other risks and uncertainties to be described in the disclosure document to be prepared in connection with the Acquisition. The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

4

File: '\\swfile\EmailIn\20260624 164056 Attachment NR - LOI 1455020 - ICWY - 24-06-26.docx'

2

ICWHY CAPITAL VENTURES INC. ANNOUNCES

NON-BINDING LETTER OF INTENT WITH 1455020 B.C. LTD.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES.

FOR IMMEDIATE RELEASE

June 24, 2026 ICWY.P

Vancouver, British Columbia - June 24, 2026: ICWHY Capital Ventures Inc. (TSXV: ICWY.P) (the "Company") is pleased to announce that the Company has entered into a non-binding letter of intent (the "LOI") dated June 23, 2026, with 1455020 B.C. Ltd. ("145"), an arm's length party, pursuant to which the Company intends to acquire (the "Acquisition") 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 "TSXV"). The Acquisition is expected to constitute the Company's qualifying transaction under Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSXV.

145 is a private company incorporated under the laws of British Columbia on December 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% interest in the Chu Chua North Project located in British Columbia (the "Chu Chua North Project"). Further information on 145, including all required financial statements, is currently being prepared for filing with the TSXV, 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 TSXV, 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 (the "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 1:0.635 (the "Consolidation"). In connection with the Acquisition, holders of the common shares of 145 (the "145 Shares") will receive one common share in the capital of the Company (on a post-Consolidation basis) (a "Resulting Issuer Share") for each 145 Share held immediately before the completion of the Acquisition.

No finders' 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 (each, a "Unit"), with each Unit consisting of one 145 Share and one 145 Share purchase warrant (a "Warrant"), entitling the holder thereof to acquire one additional 145 Share at an exercise price of $0.20. The Units will be issued at a price of $0.10 per Unit for aggregate gross proceeds up to $125,000, to be completed on or before August 1, 2026 (the "Initial Capital Raise").

The Concurrent Financing

145 will complete a concurrent private placement of (i) Units at a price of $0.15 per Unit for aggregate gross proceeds of up to $460,000, and (ii) flow-through units (each, a "Flow-Through Unit") at a price of $0.20 per Flow-Through Unit for aggregate gross proceeds of up to $140,000 (the "Concurrent Financing" and together with the Initial Capital Raise, the "Financings"), 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 $0.20. The Concurrent Financing is to be completed on or before September 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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 TSXV 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 TSXV. Completion of the Acquisition is subject to a number of conditions including but not limited to TSXV 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 TSXV. 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.

Contact Information

Randy Clifford

Chief Executive Officer

Tel: (778) 362-3037

Email: drcliff@telusplanet.net

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Acquisition, any information released or received with respect to the Acquisition may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Forward-Looking Information

This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Acquisition, the terms and completion of the Acquisition and the transactions contemplated by the LOI, the anticipated structure of the Acquisition as a three-cornered amalgamation, the negotiation and execution of the Definitive Agreement, the anticipated timing thereof, the completion of the Consolidation, the completion of the Financings and the expected use of proceeds therefrom, the issuance of securities of the Company (including the Resulting Issuer Shares) in connection with the Acquisition and the Financings, the proposed change of the Company's name, the proposed reconstitution of the board of directors and management of the Resulting Issuer, the entering into of employment, consulting, escrow and pooling agreements, the receipt of all required shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, the Resulting Issuer continuing to carry on the business of 145, the characterization of the Acquisition as the Company's qualifying transaction, the resumption of trading in the securities of the Company, and the filing of disclosure documents and the issuance of subsequent news releases in connection with the Acquisition. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including, without limitation: that the parties will negotiate and execute the Definitive Agreement on the terms contemplated by the LOI; that each of the Financings will be completed on the anticipated terms and timing; that the Consolidation will be completed as contemplated; that all required shareholder, regulatory and third-party approvals and consents, including the acceptance of the TSXV, will be obtained on a timely basis; that the conditions to closing of the Acquisition will be satisfied; that the Company and 145 will be able to satisfy the requirements of the TSXV applicable to the Acquisition as the Company's qualifying transaction; and that general economic and market conditions, including conditions in the capital markets and the mineral exploration industry, will remain materially consistent with current expectations.

The forward-looking statements in this news release are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those anticipated, including, without limitation: the risk that the Definitive Agreement is not negotiated or executed; the risk that the Acquisition is not completed on the anticipated terms or at all, including as a result of a failure to satisfy the conditions to closing; the risk that the Financings are not completed on the anticipated terms, timing or amounts, or at all; the risk that the Consolidation is not completed as contemplated; the risk that the required shareholder, regulatory or third-party approvals and consents, including the acceptance of the TSXV, are not obtained or are delayed; the risk that the Company is unable to satisfy the requirements of the TSXV applicable to the Acquisition as its qualifying transaction; risks relating to the business of 145 and the mineral exploration and mining industry; risks relating to fluctuations in capital markets and the price of the Company's securities; the risk that anticipated benefits of the Acquisition are not realized; and the other risks and uncertainties to be described in the disclosure document to be prepared in connection with the Acquisition.

The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the TSXV. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.