Miramis Mining Announces Closing of Non-Brokered Private Placement

Vancouver, British Columbia--(Newsfile Corp. - February 28, 2022) - Miramis Mining Corp. (the "Company") is pleased to announce that effective February 28, 2022, it closed a non-brokered private placement financing (the "Financing"). The Company has issued an aggregate of 1,000,000 common shares (each, a "Share") in the capital of the Company at a price of $0.05 per Share for gross proceeds of $50,000.

The proceeds of the Financing are expected to be used for general working capital purposes. All Shares issued in connection with the Financing are subject to a hold period of four months and one day from closing. No finder's fees were paid in connection with the Financing.

Certain directors, officers and other insiders of the Company ("Interested Parties") purchased or acquired direction or control over a total of 650,000 Shares as part of the Financing. The placement to those persons constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Notwithstanding the foregoing, the directors of the Company have determined that the Interested Parties' participation in the Financing will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that, at the time the Financing was agreed to, neither the fair market value of the securities to be distributed in the Financing nor the consideration to be received for those securities, in so far as the Financing involves the Financing, exceeds 25 per cent of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Financing as the details of the participation of Interested Parties had not been confirmed at that time.

ON BEHALF OF THE BOARD

"Morgan Good"

Morgan Good
Chief Executive Officer
T: 604-715-4751
E: morgan@miramismining.com

Notice Regarding Forward Looking Statements

Certain statements in this news release related to the Company are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe" or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include, but are not limited to, statements regarding the anticipated use of proceeds of the Financing. There are numerous risks and uncertainties that could cause actual results and the Company's plans and objectives to differ materially from those expressed in the forward-looking information, including: adverse market conditions, general economic, market or business risks, and other factors beyond the direct control of the Company, including those related to the evolving COVID-19 pandemic and those other risks more fully described in the Company's annual and quarterly management's discussion and analysis and other filings made by the Company with Canadian securities regulatory authorities under the Company's profile at www.sedar.com. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on such statements. Accordingly, the forward-looking statements contained in this news release are made as of the date hereof and, unless required by applicable law, the Company assumes no obligation to update any forward-looking statements.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/115187