Vancouver, British Columbia--(Newsfile Corp. - December 9, 2022) - Bearclaw Capital Corp. (TSXV: BRL.H) ("Bearclaw" or the "Company") is pleased to announce a non-brokered private placement for up to 3,157,896 units of the Company at a price of $0.095 per unit for gross proceeds of up to $300,000.12 (the "Financing"). Each Unit will consist of one common share and one share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.125 per common share for a period of 12 months from closing.

Proceeds of the private placement will be used for general corporate and working capital purposes.

All securities issued in connection with the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing. Completion of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the NEX Exchange. None of the securities sold in connection with the Financing are registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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.

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