Mr. Mark Luchinski reports

EARTHWISE MINERALS COMPLETES PRIVATE PLACEMENT AND MAKES CHANGES TO THE MANAGEMENT TEAM

Earthwise Minerals Corp. has completed its non-brokered private placement financing, announced Jan. 30, 2026. The company has raised gross proceeds of $601,804.49 by issuing a total of 17,194,414 non-flow-through (NFT) units at a price of 3.5 cents per unit.

Each NFT unit shall consist 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 36 months from the date of issuance. The company issued 17,194,414 nft warrants in the offering.

The company intends to use the net proceeds from the offering for general working capital and exploration at the Iron Range gold project.

No finders' fees were paid in connection with the offering. In accordance with applicable Canadian securities laws, all securities issued pursuant to the offering will have a hold period of four months and one day from the date of issuance.

In connection with the offering, Karen Mate, the company's director, acquired 337,143 NFT 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.

Change in management

Earthwise Minerals is very pleased to make significant additions to the company's team. Karen Mate has joined the board of directors and Andy Randell, PGeo, has joined the newly created advisory board as geological adviser to the company's team.

Ms. Mate is a senior capital markets professional with more than 30 years of experience in the Canadian investment industry, including extensive leadership roles within institutional equity sales and capital markets advisory.

Over her career, Ms. Mate held senior positions at several of Canada's leading investment banks, including director, global institutional equity sales, at Scotia Capital, and senior leadership roles at Casimir Capital, Dundee Capital Markets, Marleau Lemire Securities and National Bank Financial. She built a reputation as a trusted adviser to institutional investors and corporate management teams across multiple market cycles.

Ms. Mate has been directly involved in raising approximately $1-billion in equity capital, with a particular focus on the natural resources sector. Her experience spans equity financings, strategic positioning, investor communications and corporate development for publicly listed companies.

In 2016, Ms. Mate founded Capital Markets Advisory CA, where she now advises Canadian junior mining companies on capital raising, strategic communications, corporate development and market strategy. She brings deep expertise in equity capital markets, management oversight, risk assessment and investor relations, supported by an extensive network of long-standing institutional and industry relationships.

As a director of Earthwise Minerals, Ms. Mate provides capital markets insight, strategic oversight and governance support as the company advances its exploration programs and long-term growth objectives.

Mr. Randell is a professionally registered geoscientist with more than 20 years of experience across mineral exploration, technical leadership, consulting and industry governance.

Mr. Randell has held senior geological roles on gold-focused exploration projects in Canada and internationally, including positions as project geologist and chief geologist. His experience spans grassroots exploration through advanced-stage projects, with a strong emphasis on structural geology, disciplined targeting and responsible exploration practices.

In addition to his operational experience, Mr. Randell is the founder of SGDS Hive, a geoscience consultancy that advises exploration and mining companies globally on technical evaluation, project strategy and exploration best practices.

Mr. Randell is an active contributor to the Canadian mineral exploration and professional geoscience community. He currently serves on the board of directors of the Association for Mineral Exploration (AME), and is the chair of a newly formed advocacy body within Engineers and Geoscientists British Columbia (EGBC). He has also taught senior-level university courses in Indigenous relations, sustainability, and mining law and ethics.

Mr. Randell is the founder of Aeonian Resources Corp., and was awarded the Bedford Young Mining Professional Award by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) in recognition of his contributions to the industry.

As geological adviser to Earthwise Minerals, Mr. Randell provides independent technical insight and strategic guidance to support the company's exploration programs and long-term development objectives.

Earthwise Minerals announces the resignation of Solomon Kasirye as a director of the company, effective immediately. Earthwise wishes to thank Mr. Kasirye for his contributions to the company.

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-kilometre-by-32-kilometre area along the Iron Range fault system, and hosts multiple high-grade gold showings and large-scale geophysical and geochemical anomalies.

We seek Safe Harbor.