Mr. Tom MacNeill reports

OMINECA ANNOUNCES CLOSING OF FULLY SUBSCRIBED $2.4 MILLION BROKERED FINANCING TO EXPAND THE LODE GOLD DRILLING PROGRAM AT WINGDAM

Omineca Mining and Metals Ltd. has closed its previously announced brokered private placement offering for aggregate gross proceeds of approximately $2.4-million from the issuance of 43,636,363 flow-through (FT) units of the company, at a price of 5.5 cents per FT unit. The offering was led by Research Capital Corp. as the sole agent and sole bookrunner.

Each FT unit comprises 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 was 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 for exploration expenses incurred during the company's continuing 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 Income Tax Act, and flow-through mining expenditures, as defined in Subsection 127(9) of the Income 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 no later than Dec. 31, 2024, to the initial purchasers of FT units.

The company paid the agent a 7.0-per-cent cash commission based on the aggregate gross proceeds arising from the offering, subject to a reduction for certain orders on a president's list. The company also granted the agent 2,241,575 non-transferable broker warrants. In addition, the agent received an advisory fee of approximately $2,500 and 47,734 advisory broker warrants on the same terms as the broker warrants. Each broker warrant shall entitle the holder thereof to purchase one unit of the company (comprising a common share and a warrant) at an exercise price of 5.5 cents per unit for a period of 36 months following the closing.

About Omineca Mining and Metals Ltd.

Omineca's 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 hard rock sources of the placer gold at Wingdam.

We seek Safe Harbor.