Ongwe Minerals Announces $10 Million Life Offering and Non-Brokered Private Placement
Vancouver, British Columbia--(Newsfile Corp. - June 11, 2026) - Ongwe Minerals Inc. (TSXV: OGW) ("Ongwe Minerals" or the "Company") is pleased to announce that it has entered into an agreement with Beacon Securities Limited to act as sole bookrunner and together with Research Capital Corporation as co-lead agents (the "Co-Lead Agents"), on behalf of a syndicate of agents to be formed (together with the Co-Lead Agents, the "Agents"), in connection with a "best efforts" private placement of 7,247,000 common shares in the capital of the Company (each, a "Common Share") at a price of $1.38 per Common Share (the "Issue Price") for aggregate gross proceeds to the Company of $10,000,860 (the "LIFEOffering"). The Common Shares will be issued pursuant to the Listed Issuer Financing Exemption (as defined below).
In addition, the Company has granted the Agents an option (the "Agents' Option") exercisable, in whole or in part, at any time up to 48 hours prior to the Closing Date (as defined herein) to purchase for resale up to an additional 1,087,000 Common Shares at the Issue Price for additional gross proceeds of up to $1,500,060.
Contemporaneously with the closing of the LIFE Offering, the Company intends to complete a non-brokered private placement of up to 2,173,913 Common Shares at the Issue Price for aggregate gross proceeds of approximately $3,000,000 (the "Private Placement").
The Company intends to use the net proceeds of the LIFE Offering and the Private Placement for exploration work primarily in respect of its Namibian properties, and for working capital and general corporate purposes as further set out in the offering document.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the Common Shares issuable under the LIFE Offering will be offered for sale to purchasers resident in each of the provinces of Canada, other than Quebec, and/or other qualifying jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption (collectively, the "Listed Issuer Financing Exemption"). The Common Shares issuable in connection with the Private Placement will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements (other than in the Listed Issuer Financing Exemption) in each of the provinces of Canada and in such other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. Closing of the LIFE Offering is not conditional upon the closing of the Private Placement.

