Mr. Tom MacNeill reports

OMINECA ANNOUNCES CLOSING OF CONCURRENT NON-BROKERED PRIVATE PLACEMENTS

Omineca Mining and Metals Ltd. has completed its non-brokered private placement offerings of: (i) 15,202,000 common share units of the company at a price of five cents per unit for gross proceeds of $760,100; and (ii) 8,998,333 flow-through (FT) units of the company at a price of six cents per flow-through unit for gross proceeds of approximately $539,900. The aggregate amount raised was $1.3-million.

Each unit issued consists of one common share of the company and one common share purchase warrant. Each FT unit issued consists of one common share issued as a flow-through share under the Income Tax Act (Canada) and one-half of one warrant. The 19,701,167 warrants issued each entitle the holder to purchase one additional common share at an exercise price of seven cents until Oct. 28, 2028.

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.

The units and the underlying securities comprising the units issued under the offerings are subject to a statutory hold period expiring March 1, 2027. Closing of the offerings remains subject to final acceptance by the TSX Venture Exchange. In connection with the offering, the company has paid certain finders cash finders' fees of 6 per cent of applicable subscription price, totalling $3,300.

Certain insiders of the company participated in the offerings. Such participation constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the securities to be issued to, nor the consideration to be paid by, insiders does not exceed 25 per cent of the company's market capitalization. The company did not file a material change report more than 21 days before the expected closing date of the offerings, as the details of insider participation had not been confirmed at that time and the company wishes to close the offerings on an expedited basis for sound business reasons.

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.

We seek Safe Harbor.