Miramis Mining Announces Shares for Debt Transaction and Closing of Debt Settlement

Vancouver, British Columbia--(Newsfile Corp. - January 6, 2023) - Miramis Mining Corp. (the "Company") is pleased to announce that it has entered into a letter agreement dated January 5, 2023 with a non-arm's length party, Imperium Consulting LLP ("Imperium"), pursuant to which Imperium has agreed to accept 202,000 common shares of the Company (the "Settlement Shares") at a price of $0.05 per Settlement Share in settlement of outstanding debt totaling $10,100 (the "Debt") owing to Imperium in relation to management consulting services provided to the Company (the "Debt Settlement"). The Company proposed to issue the Settlement Shares in order to preserve cash to fund future operations.

The Company is also pleased to announce that it has completed the Debt Settlement. The Debt was completely extinguished upon the issuance of the Settlement Shares.

All securities issued in connection with the Debt Settlement will be subject to a four-month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.

The issuance of Settlement Shares to Imperium, an entity controlled by Terence Lee, the Chief Financial Officer of the Company, will be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The issuance of Settlement Shares, as it relates to Imperium and Mr. Lee, is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.

ON BEHALF OF THE BOARD OF DIRECTORS

"Morgan Good"

Morgan GoodChief Executive OfficerT: 604-715-4751E: morgan@miramismining.com^[1]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/150512^[2]