Mr. Mark Luchinski reports

EARTHWISE MINERALS COMPLETES PRIVATE PLACEMENT

Earthwise Minerals Corp. has completed its non-brokered private placement financing announced Oct. 8, 2025. The company has raised gross proceeds of $96,000 by issuing a total of 4.05 million non-flow through (NFT) units and a total of 750,000 flow-through (FT) units, both at a price of two cents.

Each NFT unit consists of one common share in the authorized share structure of the company and one common share purchase warrant. Each NFT warrant will entitle the holder thereof to purchase one common share at an exercise price of five cents for a period of 24 months from the date of issuance. A total of 4.05 million warrants were issued through non-flow-through units.

Each FT unit consists of one common share in the authorized share structure of the company and one-half of one common share purchase warrant. Each full FT warrant will entitle the holder thereof to purchase one common share at an exercise price of five cents for a period of 24 months from the date of issuance. The FT shares are intended to qualify as flow-through shares within the meaning of the Income Tax Act (Canada). The gross proceeds from the sale of the FT shares will be used to incur Canadian exploration expenses that are intended to qualify as flow-through mining expenditures as those terms are defined in the tax act, which the company intends to renounce to the purchasers of the FT shares. A total of 375,000 warrants were issued through flow-through units.

The proceeds from the FT offering will be used to advance the company's exploration activities and continue unlocking value at the Iron Range gold property in British Columbia. The company intends to use the proceeds from the NFT offering for general working capital.

In connection with the closing of the offering, the company paid cash finders' fees of $520 and issued 23,000 non-transferable finders' warrants to Ventum Financial Corp., with each finder's warrant exercisable on the same terms as the unit warrants as noted above. In accordance with applicable Canadian securities laws, all securities issued pursuant to the offering have a hold period of four months and one day from the date of issuance.

In connection with the offering, Mark Luchinski, the company's chief executive officer and director, acquired 500,000 NFT units and 150,000 FT units. The insider subscription constituted a related party transaction within the meaning of the policies of the Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, but was exempt from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101 on the basis that neither the fair market value of shares subject to the insider subscription nor the consideration paid in connection with the insider subscription exceeded 25 per cent of the company's market capitalization calculated in accordance with MI 61-101.

A material change report was not filed more than 21 days prior to closing of the offering because the insider subscription was not finalized until shortly prior to the completion of the offering.

About Earthwise Minerals Corp.

Earthwise Minerals is a Canadian junior exploration company focused on advancing the Iron Range gold project in southeastern British Columbia near Creston, B.C. The company holds an option to earn up to an 80-per-cent interest in the fully permitted project, which is road accessible and situated within a prolific mineralized corridor. The property covers a 10-kilomtre-by-32-kilometre area along the Iron Range fault system, and hosts multiple high-grade gold showings and large-scale geophysical and geochemical anomalies.

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