Mr. Dave Underwood reports

ONGWE MINERALS CLOSES LIFE OFFERING AND CONCURRENT PRIVATE PLACEMENT

Ongwe Minerals Inc. has closed its previously announced brokered private placement pursuant to the listed issuer financing exemption (LIFE) and concurrent non-brokered private placement for aggregate gross proceeds of approximately $23-million.

LIFE offering

The LIFE offering was conducted on a best efforts basis pursuant to an agency agreement entered into with a syndicate of agents led by Beacon Securities Ltd., acting as sole bookrunner, and together with Research Capital Corp., as co-lead agents, and including Haywood Securities Inc., Raymond James Ltd., Canaccord Genuity Corp., Red Cloud Securities Inc. and Stifel Nicolaus Canada Inc.

Under the LIFE offering, the company issued an aggregate of 13,334,000 common shares of the company at a price of $1.38 per common share for aggregate gross proceeds to the company of $18,400,920. This total included 2,174,000 common shares issued pursuant to the full exercise of the agents' option.

The common shares issued under the LIFE offering were offered for sale to purchasers pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106, Prospectus Exemptions, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The common shares issued pursuant to the LIFE offering are not subject to a statutory hold period pursuant to applicable Canadian securities laws.

Dave Underwood, Ongwe's chief executive officer, commented: "We are delighted by the amount of interest we received for this Ongwe financing. Due to the high levels of demand, we upsized the offering to approximately $23-million. A substantial number of existing shareholders elected to participate again and we also added a number of high-quality specialist and generalists institutions, family offices and individuals to our roster. As a result of our recent dual listing onto the Namibian Stock Exchange, we were able to offer a sizeable allocation to Namibian investors.

"The proceeds of this financing will be used to expand and accelerate our exploration on our various gold projects in Namibia. RC drilling has already started on the Khorixas project and will be followed by a diamond drilling campaign at Omatjete to test the Manga and Nguni targets, starting at the end of July. We have also expanded our regional exploration program and now have four sampling teams working continuously to cover the rest of the Omatjete licence package."

Concurrent non-brokered private placement

Additionally, the company closed its concurrent private placement and issued 3,333,333 common shares at the issue price for additional gross proceeds of $4.6-million. The private placement was offered to institutional and retail investors outside of Canada arranged by Cirrus Capital Pty. Ltd.

All common shares issued under the private placement will be subject to a hold period expiring four months and a day from the date of issuance.

Fees and compensation securities

In connection with the LIFE offering and private placement, the company has compensated the agents and finders as follows:

• Agents' cash commission: The company paid a cash commission equal to 6 per cent of the gross proceeds of the LIFE offering, subject to a reduced fee of 3 per cent for sales up to $3-million to purchasers on a designated president's list, and 1 per cent for certain purchasers agreed upon between the company and Beacon.
• Broker warrants: The company issued 555,682 broker warrants to the agents. Each broker warrant entitles the holder thereof to acquire a common share of the company at a price of $1.38 per share, for a period of 24 months from the closing date.
• Finder's fee: The company paid Cirrus a finder's fee equal to 3 per cent of the gross proceeds of the private placement. Additionally, Cirrus received a finder's fee of up to 3 per cent on gross proceeds from certain purchasers in the LIFE offering as agreed between the company and Cirrus.

Related party disclosure

Certain directors and officers of the company subscribed under the LIFE offering for an aggregate 217,391 common shares for aggregate gross proceeds of approximately $300,000. Each director and officer of the company is considered a related party of the company, and, as a result, their participation under the LIFE offering is considered to be a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on exemptions from the formal valuation and minority shareholder approval requirements available under MI 61-101. Specifically, the company is exempt from the formal valuation requirement in Section 5.4 of MI 61-101 in reliance on Section 5.5(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization. Additionally, the company is exempt from minority shareholder approval requirement in Section 5.6 of MI 61-101 in reliance on Section 5.7(1)(a) of MI 61-101 as the fair market value of the transaction, insofar as it involves insiders, is not more than 25 per cent of the company's market capitalization.

The offering remains subject to all necessary regulatory approvals, including the final acceptance of the TSX Venture Exchange.

The company intends to use the net proceeds of the LIFE offering and the private placement for exploration work primarily in respect of its Namibian properties, and for working capital and general corporate purposes as further set out in the offering document.

A copy of the amended offering document, dated June 12, 2026, related to the LIFE offering, can be accessed under the company's profile on SEDAR+ and on the company's website.

About Ongwe Minerals Inc.

Ongwe Minerals is a Canadian-listed gold exploration company focused on the discovery and advancement of new gold systems in Namibia. The Ongwe team, previously with Osino Resources (sold to Shanjin International for $368-million), has a history of making and advancing gold discoveries in Namibia, including Osino's Twin Hills (currently in construction) and Eureka deposits, and the advancement and sale of Auryx Gold's Otjikoto gold deposit (in production, sold to B2Gold for $180-million).

The company's current focus is on three promising gold projects in the emerging northwest Damara gold belt, with a focus on the Omatjete and Khorixas gold projects.

The Omatjete gold project is strategically located along the regional Okondeka fault zone, which also hosts the Kokoseb gold deposit (WIA Gold). Early surface work by Ongwe has led to the discovery of the Manga gold prospect, which has a 4.5-kilometre-by-one-kilometre footprint of gold-in-soil and early scout drilling indicating gold in bedrock. This area has significant growth potential and work is continuing to define the strike extent of the Manga discovery along the Okondeka fault zone.

The Khorixas gold project is situated just 60 kilometres west of Osino's Eureka gold project, adjacent to the northern margin of the Damara orogenic belt. Khorixas hosts two large-scale surface discoveries called Belmont and K17. The Belmont prospect has a surface gold footprint of approximately 12 kilometres by six kilometres, and lies between the regional-scale, basin margin, Khorixas fault and the Belmont thrust zone. Calcrete and grab sampling to date has indicated 18 target areas.

We seek Safe Harbor.