Mr. Tom MacNeill reports

OMINECA ANNOUNCES CONCURRENT NON-BROKERED PRIVATE PLACEMENTS AVAILABLE TO ALL EXISTING SHAREHOLDERS

Omineca Mining and Metals Ltd. has arranged concurrent non-brokered private placements of: (i) 10 million common share units of the company at a price of five cents per unit; and (ii) 8,333,333 flow-through (FT) units of the company at a price of six cents per FT unit, for aggregate gross proceeds of $1-million.

The offerings are being made available to all holders of common shares of the company as of the date of this news release using the existing security holder prospectus exemption available under applicable Canadian securities laws, as well as to accredited investors and other subscribers who qualify under available prospectus exemptions. The company has structured the offerings this way so that current shareholders have the opportunity to participate, regardless of accredited investor status.

The company intends to use the gross proceeds from the sale of FT units to incur eligible Canadian exploration expenses that qualify as flow-through mining expenditures under the Income Tax Act (Canada) on the company's Wingdam Lode gold project in British Columbia. Such expenditures will be incurred on or before Dec. 31, 2027, and will be renounced to the initial purchasers of the FT units with an effective date no later than Dec. 31, 2026. The company intends to use the gross proceeds from the sale of units for hard-rock exploration at the Wingdam Lode gold project and for general working capital.

Each common share unit will consist of one common share of the company and one common share purchase warrant. Each FT unit will consist of one common share issued as a flow-through share under the Income Tax Act (Canada) and one-half of one warrant. Each whole warrant will entitle the holder to purchase one additional common share at an exercise price of seven cents for a period of 24 months from the closing date.

Under the existing security holder prospectus exemption, a subscriber who has not received advice regarding the suitability of the investment from a person registered as an investment dealer in the subscriber's jurisdiction may not invest more than $15,000 in securities of the company under that exemption in any 12-month period. Shareholders who are also accredited investors may subscribe for larger amounts under the accredited investor exemption.

The securities issued under the offerings will be subject to a four-month hold period under applicable Canadian securities laws and the policies of the TSX Venture Exchange. Closing of the offerings is subject to TSX-V acceptance and other customary conditions. The company may pay finders' fees in connection with the offerings in accordance with TSX-V policies. Omineca advises that insiders of the company will be participating in the offering, pursuant to available related party exemptions under Multilateral Instrument 61-101.

There is no individual minimum subscription amount required to participate in the offerings. The company reserves the right to accept or reject any subscription in whole or in part and to close the offerings in one or more tranches.

About Omineca Mining and Metals Ltd.

Wingdam, British Columbia

Omineca's flagship Wingdam hard rock exploration and placer gold recovery projects are located along the Barkerville Highway, 45 kilometres east of the city of Quesnel. The Wingdam property includes mineral tenures totalling 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 a program exploring for the potential multiple hard rock sources of the placer gold at Wingdam.

Fraser Canyon, British Columbia

Part of Omineca's original acquisitions in the Cariboo mining district, the Fraser Canyon project, located 12 kilometres northwest of Quesnel, B.C., is now slated to reinitiate the development of the underground paleochannel for the recovery of placer gold. Historically, two mines north and south of the Fraser River collectively produced 1,482 ounces of raw placer gold.

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