Omineca Announces $2.4 Million Brokered Financing of Flow-Through Units to Expand the Lode Gold Drilling Program at Wingdam
Omineca Announces $2.4 Million Brokered
Financing of Flow-Through Units to Expand the
Lode Gold Drilling Program at Wingdam
NOT FOR DISSEMINATION IN OR INTO
THE UNITED STATES
OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
SASKATOON, SK
,
Dec. 6, 2024
/CNW/ - Omineca Mining and Metals Ltd. ("
Omineca
" or the
"
Company
") (TSXV:OMM) (OTCQB: OMMSF) is pleased to announce that it has entered into an
agreement with Research Capital Corporation as the sole agent and sole bookrunner (the "
Agent
")
in connection with a brokered, best-efforts basis, private placement offering (the "
Offering
") of flow-
through units of the Company (each, a "
FT
Unit
") at a price of
$0.055
per FT Unit, for gross
proceeds of up to
$2,400,000
.
The gross proceeds will be used for the ongoing drilling and exploration program currently underway
at Wingdam located in the Cariboo Mining District of south central
British Columbia
. The exploration
program is aimed at locating the lode source of the rich placer gold found 50 meters underground,
beneath Lightning Creek. The host rock and mineralization resemble the gold-bearing vein type
mineralization at the recently permitted, neighbouring Cariboo Gold Project operated by Osisko
Development Corp.
As a joint venture unrelated to the 100% owned hard rock exploration program, D&L Mining is
currently assembling the tunneling crew and equipment to recommence the mining of placer gold
bearing gravels within the underground paleochannel at Wingdam. The original 2019 joint venture
agreement has been amended such that the Company will now pay D&L CDN
$1,000
per ounce of
gold produced (previously CDN
$850
), with D&L incurring all costs associated with the placer gold
production.
Each FT Unit shall be comprised of one common share of the Company (a "
Common Share
") that
will qualify as "flow-through shares" within the meaning of subsection 66(15) of the
Income Tax Act
(
Canada
) (the "
Tax Act
") and one purchase warrant of the Company (a "
Warrant
"). Each Warrant
shall entitle the holder thereof to purchase one Common Share at an exercise price of
$0.10
for a
period of 36 months from Closing (as defined herein). In the event that the volume weighted average
trading price of the Common Shares on the TSX Venture Exchange ("
Exchange
"), or other principal
exchange on which the Common Shares are listed, is equal to or greater than
$0.20
for any 20
consecutive trading days, the Company may, within 10 business days of the occurrence of such
event, deliver a notice to the holders of Warrants accelerating the expiry date of the Warrants to the
date that is 30 days following the date of such notice (the "
Accelerated Exercise Period
"). Any
unexercised Warrants shall automatically expire at the end of the Accelerated Exercise Period.
The Offering will be conducted pursuant to the amendments to National Instrument 45-106
–
Prospectus Exemptions
("
NI 45-106
") set forth in Part 5A thereof (the "
Listed Issuer Financing
Exemption
") to purchasers resident in
Canada
, except Québec. The FT Units offered under the
Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable
Canadian securities laws.
The gross proceeds from the sale of FT Units will be used for exploration expenses on the
Company's Lode Gold Drilling and Exploration program at Wingdam, in
British Columbia
as Canadian
exploration expenses as defined in paragraph (f) of the definition of "Canadian exploration expense"
in subsection 66.1(6) of the Tax Act and "flow through mining expenditures" as defined in subsection
127(9) of the Tax Act that will qualify as "flow-through mining expenditures" and "BC flow-through
mining expenditures" as defined in subsection 4.721(1) of the
Income Tax Act
(
British Columbia
) (the
"
Qualifying Expenditures
"), which will be incurred on or before
December 31, 2025
and renounced
with an effective date no later than
December 31, 2024
to the initial purchasers of FT Units.
There is an offering document related to the Offering that can be accessed under the Company's
profile at
www.sedarplus.ca
and on the Company's website at
www.ominecaminingandmetals.com
.
Prospective investors should read this offering document before making an investment decision.
The Offering is anticipated to close on or about
December 20, 2024
("
Closing
"), or such later date
as the Agent and the Company may determine. The Closing is subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and other approvals, including the approval
of the TSX Venture Exchange. Omineca advises that the insiders of the Company may participate in
the Offering, which will be completed pursuant to available related party exemptions under
Multilateral Instrument 61-101.
At Closing, the Company will pay to the Agent a 7% cash commission based on the aggregate gross
proceeds arising from the Offering. The Company will also grant the Agent, on the date of Closing,
non-transferable broker warrants (the "
Broker Warrants
") equal to 7% of the total number of FT
Units sold pursuant to the Offering. Each Broker Warrant shall entitle the holder thereof to purchase
one unit of the Company (comprising of a Common Share and a Warrant) at an exercise price of
$0.055
per unit for a period of 36 months following the Closing.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful, including any of the securities in
the United States of America
. The securities
described herein have not been and will not be registered under the United States Securities Act of
1933, as amended (the "
1933 Act
") or any state securities laws and may not be offered or sold
within
the United States
or to, or for account or benefit of, U.S. Persons (as defined in Regulation S
under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an
exemption from such registration requirements is available.
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd.'s flagship Wingdam gold exploration and placer recovery projects
are located along the Barkerville Highway 45 km east of the
City of Quesnel
. The Wingdam Property
includes mineral tenures totaling over 61,392 hectares (613 square kms) and in excess of 15 linear
kilometers of placer claims, both encompassing the Lightning Creek valley where topographic
conditions created thick layers of overburden, which preserved a large portion of a buried
paleochannel containing placer gold-bearing gravels. Omineca also has an exploration and diamond
drill program currently underway exploring for the potential multiple hard rock sources of the placer
gold at Wingdam.
Qualified Person
All scientific and technical information in this document has been prepared by, or approved by
Stephen Kocsis
, P.Geo., Lead Geologist. Mr. Kocsis is a qualified person for the purposes of
National Instrument 43-101 -
Standards of Disclosure for Mineral Projects
.
Forward Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian
securities legislation. "Forward-looking information" includes, but is not limited to, statements with
respect to the activities, events or developments that the Company expects or anticipates will or
may occur in the future, including the expectation that the Offering will close in the timeframe and on
the terms as anticipated by management. Generally, but not always, forward-looking information and
statements can be identified by the use of words such as "plans", "expects", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative
connotation thereof or variations of such words and phrases or state that certain actions, events or
results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative
connation thereof. These forward
looking statements or information relate to, among other things:
the intended use of proceeds from the Offering, the expected closing date of the Offering, and the
incurrence of Qualifying Expenditures.
Such forward-looking information and statements are based on numerous assumptions, including
among others, that the Company will complete Offering in the timeframe and on the terms as
anticipated by management. Although the assumptions made by the Company in providing forward-
looking information or making forward-looking statements are considered reasonable by
management at the time, there can be no assurance that such assumptions will prove to be accurate
and actual results and future events could differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ materially from the Company's plans or
expectations include risks relating to the failure to complete the Offering in the timeframe and on the
terms as anticipated by management, market conditions and timeliness regulatory approvals.
Although the Company has attempted to identify important factors that could cause actual results to
differ materially from those contained in the forward-looking information or implied by forward-
looking information, there may be other factors that cause results not to be as anticipated, estimated
or intended. There can be no assurance that forward-looking information and statements will prove
to be accurate, as actual results and future events could differ materially from those anticipated,
estimated or intended. Accordingly, readers should not place undue reliance on forward-looking
statements or information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is
defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this release.
SOURCE
Omineca Mining and Metals Ltd.
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%SEDAR: 00031647E
For further information:
For further information, please contact: Tom MacNeill, President and
CEO, 306-653-2692
CO: Omineca Mining and Metals Ltd.
CNW 08:00e 06-DEC-24