Earthwise Minerals Announces Private Placement

Rhea-AI Summary

Earthwise Minerals (OTCQB:EWISF) announced a non-brokered private placement on March 20, 2026 to raise up to $500,000 by issuing up to 10,000,000 units at $0.05 each, comprised of flow-through and non-flow-through units with warrants exercisable at $0.08 for 24 months.

Proceeds: FT funds for Canadian exploration at the Iron Range Gold Property; NFT funds for general working capital. Closing is subject to regulatory approvals; securities carry a four-month-plus-one-day hold and will not be registered in the United States.

Positive

• $500,000 maximum gross proceeds from the Offering
• FT proceeds dedicated to advancing Iron Range exploration
• Units priced at $0.05 each to attract retail investors

Negative

• Issuance of up to 10,000,000 units may dilute existing shareholders
• NFT warrants exercisable at $0.08 for 24 months increase dilution potential
• Securities not registered in the United States limits investor pool

VANCOUVER, BC / ACCESS Newswire / March 20, 2026 / Earthwise Minerals Corp. (CSE:WISE)(FSE:966)(OTCQB:EWISF) ("Earthwise" or the "Company") is pleased to announce that it intends to complete a non-brokered private placement financing (the "Offering") of up to 10,000,000 units. Flow through units ("FT Units") at a price of $0.05 per unit and non-flow through units ("NFT Units") at a price of $0.05 per unit for gross proceeds of up to $500,000 will be available in the Offering.

Each NFT Unit shall consist of one common share in the authorized share structure of the Company ("NFT Share") and one common share purchase warrant ("NFT Warrant"). Each NFT Warrant will entitle the holder thereof to purchase one common share at an exercise price of $0.08 for a period of 24 months from the date of issuance.

Each FT Unit shall consist of one common share in the authorized share structure of the Company ("FT Share") and one-half of one common share purchase warrant ("NFT Warrant"). The FT Shares are intended to qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) (the "Tax Act"). 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.

Completion of the Offering is subject to customary conditions, including regulatory approvals. All securities issued in connection with the Offering will be subject to a statutory hold period of four months and one day from the Closing Date. Finders' fees may be paid in connection with the Offering.

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.

None of the securities issued in connection with the Offering will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.

About Earthwise Minerals

Earthwise Minerals Corp. (CSE:WISE)(FSE:966)(OTCQB:EWISF) 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% interest in the fully permitted project, which is road-accessible and situated within a prolific mineralized corridor. The property covers a 10 km x 32 km area along the Iron Range Fault System and hosts multiple high-grade gold showings and large-scale geophysical and geochemical anomalies.

For more information, visit www.earthwiseminerals.com.

EARTHWISE MINERALS CORP.,

ON BEHALF OF THE BOARD

"Mark Luchinski"

Contact Information:
Mark Luchinski
Chief Executive Officer, Director
Telephone: (604) 506-6201
Email: luch@luchccorp.com

Forward Looking Statements

This news release includes statements that constitute "forward-looking information" as defined under Canadian securities laws ("forward-looking statements") including, without limitation, statements respecting the Offering and the intended use of proceeds therefrom. Statements regarding future plans and objectives of the Company are forward looking statements that involve various degrees of risk. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in its forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance, and actual outcomes may differ materially from those in forward-looking statements. Additional information regarding the various risks and uncertainties facing the Company are described in greater detail in the "Risk Factors" section of the Company's annual management's discussion and analysis and other continuous disclosure documents filed with the Canadian securities regulatory authorities which are available at www.sedarplus.ca. The Company undertakes no obligation to update forward-looking information except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking statements.

For more information, please contact Mark Luchinski, Chief Executive Officer and Director, at luch@luchccorp.com or (604) 506-6201.

SOURCE: Earthwise Minerals Corp.

View the original press release on ACCESS Newswire

FAQ

What is the size and price of Earthwise Minerals' private placement (EWISF) announced March 20, 2026?

The Offering is for up to 10,000,000 units at $0.05 each, targeting gross proceeds of up to $500,000. According to the company, the units are offered as flow-through and non-flow-through units with attached warrants.

How will Earthwise (EWISF) use proceeds from the flow-through and non-flow-through units?

Flow-through proceeds will fund Canadian exploration at Iron Range; NFT proceeds go to general working capital. According to the company, FT proceeds are to be renounced to purchasers to qualify under the Tax Act.

What warrant terms come with Earthwise Minerals' March 20, 2026 private placement (EWISF)?

Each NFT Unit includes one warrant exercisable at $0.08 for 24 months; FT Units include one-half warrant. According to the company, these warrants create potential future dilution if exercised.

When will securities from Earthwise Minerals' private placement be tradable after closing (EWISF)?

Securities issued will be subject to a statutory hold period of four months and one day from the closing date. According to the company, this hold restricts resale until the hold period expires.

Are Earthwise Minerals' (EWISF) private placement securities available to U.S. investors?

No; none of the securities will be registered under the U.S. Securities Act and cannot be offered or sold in the U.S. absent registration or an applicable exemption. According to the company, this limits offers to non-U.S. jurisdictions.

Will Earthwise Minerals pay finders' fees for the March 20, 2026 Offering (EWISF)?

The company may pay finders' fees in connection with the Offering. According to the company, any such fees would be paid in accordance with customary practices and subject to regulatory approvals.