Mr. Tom MacNeill reports

OMINECA ANNOUNCES $2.4 MILLION BROKERED FINANCING OF FLOW-THROUGH UNITS TO EXPAND THE LODE GOLD DRILLING PROGRAM AT WINGDAM

Omineca Mining and Metals Ltd. has entered into an agreement with Research Capital Corp., as the sole agent and sole bookrunner, in connection with a brokered, best-efforts basis private placement offering of flow-through units of the company at a price of 5.5 cents per FT unit for gross proceeds of up to $2.4-million

The gross proceeds will be used for the continuing drilling and exploration program currently under way at Wingdam, located in the Cariboo mining district of south-central British Columbia. The exploration program is aimed at locating the lode source of the rich placer gold found 50 metres underground, beneath Lightning Creek. The host rock and mineralization resemble the gold-bearing, vein-type mineralization at the recently permitted, neighbouring Cariboo gold project operated by Osisko Development Corp.

As a joint venture unrelated to the 100-per-cent-owned hardrock exploration program, D&L Mining is currently assembling the tunnelling crew and equipment to recommence the mining of placer-gold-bearing gravels within the underground paleochannel at Wingdam. The original 2019 joint venture agreement has been amended such that the company will now pay D&L $1,000 per ounce of gold produced (previously $850), with D&L incurring all costs associated with the placer gold production.

Each FT unit shall comprise 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 10 cents 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 20 cents 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 will be conducted pursuant to the amendments to National Instrument 45-106 -- Prospectus Exemptions, set forth in Part 5A thereof to purchasers resident in Canada, except Quebec. 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 on the company's lode gold 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 British Columbia 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 Dec. 31, 2025, and renounced with an effective date of no later than Dec. 31, 2024, to the initial purchasers of FT units.

There is an offering document related to the offering that can be accessed under the company's SEDAR+ profile and on the company's website. Prospective investors should read this offering document before making an investment decision.

The offering is anticipated to close on or about Dec. 20, 2024, or such later date as the agent and the company may determine. The closing is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX-V. Omineca advises that the insiders of the company may participate in the offering, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101.

At closing, the company will pay to the agent a 7-per-cent cash commission based on the aggregate gross proceeds arising from the offering. The company will also grant the agent, on the date of closing, non-transferable brokers' warrants equal to 7 per cent of the total number of FT units sold pursuant to the offering. Each broker's warrant shall entitle the holder thereof to purchase one unit of the company (comprising of a common share and a warrant) at an exercise price of 5.5 cents per unit for a period of 36 months following closing.

About Omineca Mining and Metals Ltd.

Omineca Mining and Metals' flagship Wingdam gold exploration and placer recovery projects are located along the Barkerville Highway, 45 kilometres east of the city of Quesnel. The Wingdam property includes mineral tenures totalling over 61,392 hectares (613 square kilometres) and in excess of 15 linear kilometres 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 under way, exploring for the potential multiple hardrock sources of the placer gold at Wingdam.

Qualified person

All scientific and technical information in this document has been prepared by or approved by Stephen Kocsis, PGeo, lead geologist. Mr. Kocsis is a qualified person for the purposes of National Instrument 43-101 -- Standards of Disclosure for Mineral Projects.

We seek Safe Harbor.