Miramis Mining Acquires Merritt Mining Resources Corp.

Vancouver, British Columbia--(Newsfile Corp. - March 23, 2023) - Miramis Mining Corp. (the "Company" or "Miramis") is pleased to announce that further to its news release dated March 9, 2023 (the "Initial News Release"), the Company completed its acquisition of Merritt Mining Resources Corp. ("Merritt"), a company engaged in the exploration and development of mineral properties, with an option to purchase certain mineral claims known as the Nicola East Mineral Property located in British Columbia.

Further to the Initial News Release, Miramis completed the three-cornered amalgamation contemplated under the amalgamation agreement dated February 22, 2023 (the "Agreement") among Miramis, Merritt and 1401700 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Miramis, whereby Subco and Merritt amalgamated under the Business Corporations Act (British Columbia), to form one corporation under the name "Miramis Holdings Corp." as a wholly owned subsidiary of Miramis (the "Transaction").

Pursuant to the Agreement, the Company issued an aggregate of 1,726,001 common shares in the authorized share structure of the Company ("Shares") at a deemed price of $0.10 per Share to the former Merritt shareholders. Following the Transaction, the Company may also issue up to 13,265 Shares to the holders of certain common share purchase warrants of Merritt upon the valid exercise of such warrants, subject to the terms and conditions thereof, including the receipt by the Company of the requisite consideration therefor.

In connection with the Transaction, the Company is also pleased to announce the appointment of Damien Good as Corporate Secretary of the Company and Jeremy Hanson as Vice President of Exploration of the Company.

Miramis' Chief Executive Officer Morgan Good, stated: "We are pleased to complete this three-cornered amalgamation with Merritt and acquire the option to the Nicola East Project near Merritt, B.C. With it, the acquisition also brings a great group of shareholders and positions Miramis well for the Company's future development."

For more information about the Transaction, please see the Initial News Release.

ON BEHALF OF THE BOARD OF DIRECTORS
"Morgan Good"

Morgan Good
Chief Executive Officer
T: 604-715-4751
E: [email protected]

Cautionary Note on 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, the exercise of the common share purchase warrants of Merritt and expectations of the Company's future development, 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.

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, the Company being able to follow through with anticipated business plans and expectations of the Company, the ability of the Company to obtain sufficient financing to fund its business activities and plans, the ability of the Company to retain key staff members, delays in obtaining regulatory approvals, changes in laws, regulations and policies affecting the Company's operations and the Company's limited operating history.

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 presentation or incorporated by reference herein, except as otherwise required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/159598