Bearclaw Capital Announces Closing of Private Placement and Shares for Debt Transaction

Vancouver, British Columbia--(Newsfile Corp. - August 12, 2021) - Bearclaw Capital Corp. (TSXV: BRL.H) ("Bearclaw" or the "Company") is pleased to announce that it has closed the non-brokered private placement (the "Placement") announced on March 9, 2021. The Company issued 1,477,000 units (each, a "Unit") at a price of $0.165 per Unit to raise gross proceeds of $243,705. Each Unit consists of one common share and one half of a common share purchase warrant (each, a "Warrant"). Each full Warrant entitles the holder to purchase one additional common share of the Company at a price of $0.22 per common share for a period of 12 months from closing. The funds will be used for general corporate and working capital purposes.

Bearclaw is also pleased to announce that it has closed its shares for debt transaction, also announced on March 9, 2021 (the "Transaction"). Pursuant to the Transaction, an aggregate of $36,521.43 of the Company's outstanding debt was settled through the issuance of 221,342 common shares in the capital of the Company at a deemed price of $0.165 per common share. The creditor of the Company was Scott Ross, President and Director of Bearclaw.

Pursuant to the Transaction and the Placement, the fully-diluted beneficial ownership of the issued and outstanding common shares held by Mr. Ross, a Related Party, will increase to 13.53% (previously 11.83%)

The Company determined to satisfy the indebtedness with Shares in order to preserve its cash for development of its business.

The Transaction involving Mr. Ross constitutes a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(b) and 5.7(1)(e) of MI 61-101, respectively, as, respectively, the Company is not listed on a specified exchange and the Company is experiencing serious financial difficulty. The participation by Mr. Ross in the Transaction has been approved by directors of the Company who are independent in connection with such transaction. A material change report will be filed less than 21 days before the closing date of the Transaction. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its liabilities as soon as possible.

All securities issued in connection with the Financing and the Transaction will be subject to a statutory hold period expiring four months and one day after closing of the Financing.

About Bearclaw Capital Corp.

Bearclaw Capital Corp. is a Canadian public mining exploration company which was incorporated in British Columbia, Canada in 1999.

For further information, please contact:

Scott M. Ross, President
71030-3552 West 41st Avenue
Vancouver, British Columbia, V6N 4J9
Tel: 604-803-4883

Email: scott.ross@bearclawcapitalcorp.com

Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Caution concerning forward-looking statements: The information in this release may contain forward-looking information under applicable securities laws which is not comprised of historical facts. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Forward-looking information in this news release may include statements made herein with respect to, among other things, the Company's objectives, goals or future plans. Factors that may cause actual results to vary include, but are not limited to, inability to complete the Offering, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing, as well as those risks set out in the Company's public disclosure documents filed on SEDAR. Readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events except as may be required under applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/93007

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