CSE:CARM $0.06 

Carmanah Closes Private Placement

April 24, 2023, Vancouver, B.C. – Carmanah Minerals Corp. (CSE: CARM), (“Carmanah” or the “Company”)announces that it has closed a non-brokered private placement of 8,333,334 units (the “Units”) at a price of $0.06 per Unit for gross proceeds of $500,000.04 (the “Private Placement”). Each Unit will be comprised of one common share in the capital of the Company (each, a “Share”) and one share purchase warrant (each, a “Warrant”).  Each Warrant will entitle the holder thereof to acquire one additional Share at a price of $0.10 for a period of two years from the date of issuance.


Finder’s fees of $12,720 cash and 212,000 Warrants (the “Finder’s Warrants”) have been paid in connection with the Private Placement to PI Financial Corp. The Finder’s Warrants have the same terms as noted above. The Company intends to use the net proceeds from the Private Placement for general ongoing working capital and corporate purposes.


Certain insiders of the Company subscribed for a total of 1,753,268 Units under the Private Placement, which is a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuances to the insiders are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the related parties did not exceed 25% of the Company’s market capitalization.


About Carmanah Minerals Corp.


Carmanah Minerals Corp. is a Canadian junior exploration company focused on a diversified portfolio covering Precious Metals, Energy, and Critical Elements.  The Company recently signed a Joint Venture agreement with Marvel Discovery Corp. to earn a 50% interest in the Walker Claims located along the prolific Key Lake fault adjacent to Cameco’s Mine and Mill in the Athabasca Basin, Saskatchewan. The Walker and KLR Properties lie within the Wollaston‐Mudjactic transition zone (WMTZ) of the eastern Athabasca basin, which is host to the highest‐grade uranium mines in the world. Carmanah is also actively exploring the Loljuh gold project, located in the Omineca mining division in British Columbia.


For further information, please view the Company’s filings at www.sedar.com.


ON BEHALF OF THE BOARD

Brian Crawford

Chief Financial Officer and Director

Email: info@carmanahcorp.ca

Telephone: +1 (604) 670-0019


Disclaimer for Forward-Looking Information:

This  news  release  includes  certain  forward‐looking  statements  and  forward‐looking  information  (collectively,  “forward‐looking statements”) within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein including, without limitation, statements regarding future capital expenditures, anticipated content,  commencement,  and  cost  of  exploration  programs  in  respect  of  the  Company’s  projects  and  mineral  properties,  anticipated exploration program results from exploration activities, resources and/or reserves on the Company’s projects and mineral properties, the anticipated business plans and timing of future activities of the Company, anticipated completion of the Private Placements, including the approval of the Canadian Securities Exchange for the Private Placements, are forward‐looking statements. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Often, but not always, forward looking information can be identified by words such as “pro  forma”,  “plans”,  “expects”,  “will”,  “may”,  “should”,  “budget”,  “scheduled”,  “estimates”,  “forecasts”,  “intends”,  “anticipates”, “believes”, “potential” or variations of such words including negative variations thereof, and phrases that refer to certain actions, events or results that may, could, would, might or will occur or be taken or achieved. In making the forward‐looking statements in this news release, the Company has applied several material assumptions, including without limitation, that market fundamentals will result in sustained precious and base metals demand and prices, the receipt of any necessary permits, licenses and regulatory approvals in connection with the future exploration of the Company’s properties, that the COVID19  global  pandemic  will  not  affect  the  ability  of  the  Company  to  conduct  the  exploration  program  on  its  mineral  properties, the availability of financing on suitable terms, and the Company’s ability to comply with environmental, health and safety laws.

Forward‐looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,  performance  or  achievements  of  the  Company  to  differ  materially  from  any  future results,  performance  or  achievements expressed or implied by the forward‐looking statements. Such risks and other factors include, among others, statements  as  to  the  anticipated  business  plans  and  timing  of  future  activities  of  the  Company, including  the  Company’s  proposed expenditures for exploration work on its mineral projects, the ability of the Company to obtain sufficient financing to fund its business activities and plans, delays in obtaining governmental and regulatory approvals (including of the Canadian Securities Exchange), permits or financing, changes in laws, regulations and policies affecting mining operations, risks relating to  epidemics or  pandemics  such  as  COVID–19,  as  well  as those  factors discussed  under  the  heading  “Risk  Factors”  in  the  Company’s prospectus dated April 4, 2022, and other filings of the Company with the Canadian Securities Authorities, copies of which can be found under the Company’s profile on the SEDAR website at www.sedar.com.

Readers are cautioned not to place undue reliance on forward‐looking statements. The Company undertakes no obligation to update any of the forward‐looking statements in this news release except as otherwise required by law.

Neither  the  Canadian  Securities  Exchange  nor  its  regulation  services  provider  accepts  responsibility  for  the  adequacy  or  accuracy of this news release.

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