Omineca Announces Closing of Fully Subscribed $2.4 Million Brokered Financing to Expand the Lode Gold Drilling Program at Wingdam
Omineca Announces Closing of Fully
Subscribed $2.4 Million Brokered Financing 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. 23, 2024
/CNW/ - Omineca Mining and Metals Ltd. ("
Omineca
" or the
"
Company
") (TSXV: OMM) (OTCQB: OMMSF) is pleased to announce that it has closed its
previously announced brokered private placement offering (the "
Offering
") for aggregate gross
proceeds of approximately
$2,400,000
from the issuance of 43,636,363 flow-through units of the
company (the "
FT Units
"), at a price of
$0.055
per FT Unit. The Offering was led by Research
Capital Corporation as the sole agent and sole bookrunner (the "
Agent
").
Each FT Unit is 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 was 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 incurred during
the Company's ongoing 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.
The Company paid the Agent a 7.0% cash commission based on the aggregate gross proceeds
arising from the Offering, subject to a reduction for certain orders on a "president's list". The
Company also granted the Agent 2,241,575 non-transferable broker warrants (the "
Broker
Warrants
"). In addition, the Agent received an advisory fee of approximately
$2,500
and 47,734
advisory broker warrants on the same terms as the Broker Warrants. 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.
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 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 of 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.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/December2024/23/c7401.html
%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 14:54e 23-DEC-24