closing of Private Placement
Omega Pacific Closes Private Placement
Vancouver, BC — August 5, 2026 — Omega Pacific Resources Ltd. (CSE: OMGA) ("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 Ac t). 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
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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.
For further information, please contact:
Omega Pacific Resources Inc.
Tel: +1 (778) 858-8085
Email: [email protected]
Website: www.omegapacific.ca
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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.