Omega Pacific Closes Private Placement

Omega Pacific Resources Ltd. (CSE: OMGA,OTC:OMGPF) ("Omega Pacific" or the "Company") is pleased to announce the proposed closing of the second and final tranche (the "Second Tranche") of its previously announced non-brokered private placement (the "Offering"). The Second Tranche has resulted in the sale of 1,080,000 flow-through units (the "FT Units") at a price of $0.21 per FT Unit for gross proceeds of $226,800 and 1,500,000 non flow-through units (the "Units") at a price of $0.20 for gross proceeds of $300,000. The gross proceeds from the sale of FT Units will be used for a planned exploration program on the Williams Property, located on the Williams Property in BC's Toodoggone District. The net proceeds from the sale of the Units will be utilized for general working capital.

Each FT Unit consists of one flow-through common share (a "FT Share") and one-half of a share purchase warrant (each whole warrant, a "FT Unit Warrant"). Each FT Unit Warrant is exercisable into one additional common share at a price of $0.30 per share for 18 months from issue, subject to earlier expiry in the event that the closing price of the common shares exceeds $0.55 for 15 consecutive trading days. Each Unit consists of one non flow-through common share (a "Share") and one-half of a share purchase warrant (each whole warrant, a "Unit Warrant"). Each Unit Warrant is exercisable into one additional common share at a price of $0.30 per share for 24 months from issue, subject to earlier expiry in the event that the closing price of the common shares exceeds $0.50 for 15 consecutive trading days.

In connection with the sale of the Units and FT Units, the Company paid a total of $16,849 in cash and issued 81,900 finder's warrants (each a "Finder's Warrants") to eligible finders for certain of the Units and/or FT Units sold. The Finder's Warrants issued pursuant to the sale of FT Unit are exercisable at a price of $0.21 per common share for eighteen (18) months from the date of issuance, subject to earlier expiry in the event that the closing price of the common shares exceeds $0.55 for 15 consecutive trading days. The Finder's Warrants issued pursuant to the sale of Unit are exercisable at a price of $0.20 per common share for twenty-four (24) months from the date of issuance, subject to earlier expiry in the event that the closing price of the common shares exceeds $0.50 for 15 consecutive trading days.

All securities issued are subject to a hold period of four months and one day from the date of issuance.

The flow-through shares will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be used to incur "Canadian exploration expense" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with an effective date of no later than December 31, 2026, and as required under the Act.

One insider of Omega Pacific participated in the Offering and such subscription is a related party transaction for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"), but Omega Pacific is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value of the subscription, insofar as it involves the insider of Omega Pacific, does not exceed 25% of the market capitalization of Omega Pacific, as determined in accordance with MI 61-101.

For additional information with regards to the Offering, please refer to Omega Pacific's news releases dated March 11, 2026, May 1, 2026 and May 12, 2026, available for viewing on Omega Pacific's SEDAR+ profile (www.sedarplus.ca).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Williams Exploration Strategy
The GIC Prospect at the Williams Property hosts a robust, bulk tonnage gold system. 2026 exploration programs will focus on expanding known mineralization along a drill confirmed 750 strike length, in an eastward and up dip direction from 2024 drill collars. All four 2024 drill holes intersected bulk tonnage and localized high grade gold mineralization in multiple zones. WM24-01 intersected 1.69 g/t Au over 104 m including 6.22 g/t Au over 18.98 m and WM22-02ext. returned 2.16 g/t Au over 96.92 m including 4.6 g/t Au over 10.5 m. Mineralization is open in all directions and GIC represents a prospective target distancing over 12 km. Details of upcoming exploration programs will be shared upon commencement of work.

About Omega Pacific Resources
Omega Pacific Resources Ltd. is a Canadian mineral exploration company focused on the discovery and development of precious metal projects in British Columbia. The Company also continues to evaluate prospective assets domestically and internationally. With a talented technical team, Omega Pacific is commitment to responsible exploration with judicious use of capital.

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Statements: Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws including, without limitation, the timing, nature, scope and details regarding the Company's exploration plans and results. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the company's current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward-looking statements in this press release but are not limited to, statements with respect to the expectations of management regarding the Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, and no objection from the CSE in respect of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include the CSE objecting to the Offering; the proceeds of the Offering may not be used as stated in this news release; Omega Pacific may be unable to satisfy all of the conditions to the closing required by the CSE. Omega Pacific does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308086