Failure to Comply with This Restriction May Constitute a Violation of U.s. Securities Laws. Ongold Announces Closing of Private Placement
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
Press Release
For immediate release
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY
FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
ONGOLD ANNOUNCES CLOSING OF PRIVATE PLACEMENT
Toronto, Ontario, December 24, 2024 – ONGold Resources Ltd. (the “ Company” or “ ONGold”)
(TSXV:ONAU) (OTCQB:ONGRF) is pleased to announce it has closed its oversubscribed previously
announced non-brokered flow-through private placement offering raising aggregate gross proceeds of
$3,250,995 (the “Offering”). Under the Offering, the Company has issued a total of 5,001,532 common
shares of the Company that qualify as "flow -through shares" for the purposes of the Income Tax Act
(Canada) (each a "FT Share") at a price of $ 0.65 per FT Share. The Company will use the gross proceeds
from the Offering for expenditures which qualify as Canadian Exploration Expenses, within the meaning
of the Income Tax Act (Canada), to advance exploration on its mining properties in Manitoba and Ontario.
In connection with the Offering, the Company has paid finder’s fee s in cash equal to 6% of the gross
proceeds raised, and issue Warrants equal to 6% of the total number of FT Shares sold, to qualified non-
related part ies to the Company , in accordance with the policies of the TSX Venture Exchange (the
“Exchange”).
All securities issued under the Offering will be subject to a hold period expiring 4 months and 1 day after
issuance, in accordance with the rules and policies of the Exchange and applicable Canadian securities
laws.
About ONGold Resources Ltd.
ONGold Resources Ltd. (formerly 1348515 B.C. Ltd.) is a reporting issuer in the provinces of British
Columbia and Alberta. ONGold owns significant exploration assets in Northern Ontario, highlighted by the
district-scale TPK Project and October Gold Projec t. These projects represent a strategic footprint in one
of Canada's most prolific gold-producing regions.
ONGold recently acquired 100% interests in both the Monument Bay Gold Project (“Monument Bay”) and
the Domain Project (“ Domain”, and together the “ Projects”), both located in Manitoba, Canada, from a
wholly-owned subsidiary of Agnico Eagle Mines Limited (“ Agnico Eagle”) (TSX:AEM)(NYSE:AEM) in the
case of Monument Bay , and Agnico Eagle and Capella Minerals Ltd. (“ Capella”) (TSXV:CMIL), in the case
of Domain. With its extensive technical expertise, strong commitment to social acceptability, mindful
Indigenous engagement and partnerships, in addition to a proven track record of responsible exploration,
ONGold’s team is uniquely positioned to unlock the full potential of Monument Bay and Domain. For
further details, please see the Company’s news release dated December 23, 2024.
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
Monument Bay & Domain
Monument Bay is located in northeastern Manitoba, near the Ontario -Manitoba border, and represents
a district-scale exploration opportunity with significant gold and tungsten mineralization over a 40 km
strike length. Monument Bay is an advanced stage exploration asset with over 23 2,000 metres drilled in
more than 800 diamond core holes, while still having substantial exploration upside both within the
known deposits and along underexplored satellite zones. Monument Bay has had numerous mineral
resources estimates completed by various Qualified Persons on behalf of various operators, which are no
longer current under NI 43-101 but will be used by ONGold to focus exploration efforts and form the basis
of future resource estimates to be prepared in accordance with NI 43 -101. The proposed acquisition of
Monument Bay will strengthen ONGold’s portfolio, provide a camp to expl ore ONGold’s nearby Rapson
Bay properties and complement the Company’s broader exploration footprint in Northern Ontario. A
historical mineral resource estimate from 2017 identified 2,300,000 ounces of gold at an average grade
of 1.24 g/t in the Measured and Indicated Mineral Resources categories, and an additional 720,000 ounces
of gold at an average grade of 0.92 g/t in the Inferred Mineral Resources category.
ONGold entered into separate asset purchase agreements for Monument Bay (the “MB Agreement”) and
Domain (the “Domain Agreement”, together with the MB Agreement, the “ Agreements”) on November
25, 2024. Under the terms of the Agreements, ONGold will acquire the Monument Bay and Domain
Projects for initial aggregate consideration consisting of $250,000 in cash, of which $100,00 is payable
under the MB Agreement and $150,000 payable under the Domain Agreement, and 8.7 million ONGold
common shares valued at appr oximately $4.2 million at a $0.485 ONAU share price, payable under the
MB Agreement, resulting in Agnico Eagle holding a 15% equity stake in the Company. In addition, Agnico
Eagle will be entitled to up to $21.5 million in contingent milestone -based paymen ts under the MB
Agreement while Agnico Eagle and Capella will together be entitled to $0.5 million in contingent
milestone-based payments under the Domain Agreement. Closing of the acquisition of Monument Bay
and Domain took place on December 20, 2024.
The transactions pursuant to the Agreements are an important step in advancing ONGold’s strategy of
becoming a leading junior explorer in the prolific Stull Lake Greenstone belt of Northern Canada.
TPK
The TPK Project, known for its extensive gold mineralization, covers 47,976 of hectares in a highly
favourable geological setting, and has shown promising exploration results from historical drilling and
recent surveys. The project area is situated in a region renowned for its mineral potential.
October Gold
Similarly, the October Gold Project, consisting of 1,208 claims covering an area of 271km2, holds
substantial promise with its favorable geological setting for large -scale gold deposits and is located
approximately 35 km along strike from the Cote Lake Min e. The project has undergone preliminary
exploration activities, which have indicated the presence of mineralized zones with significant gold
anomalies. ONGold also holds a 100% interest in additional properties in northwestern Ontario, known as
ONGOLD RESOURCES LTD.
TSX-V: ONAU / OTCQB: ONGRF
Rapson Bay, Thorne-Ellard and Meston Lake. Together, these comprise 2,334 cell claims, covering 43,791
ha.
ONGold is committed to responsible exploration practices and sustainable development, emphasizing
strong partnerships with local communities and stakeholders. By adhering to high standards of
environmental stewardship and community engagement, ONGold aims to not only explore and develop
its assets but also contribute positively to the regions in which it operates.
With a seasoned management team led by industry veterans and a strategic focus on high -potential
mining assets, ONGold Resources Ltd. is well-positioned to become a leader in the development of next -
generation mines in Canada's prolific mining sectors.
ONGold Resources Ltd. on behalf of the Board of Directors
Kyle Stanfield, Chief Executive Officer & Director
Contact Information
Kyle Stanfield
Chief Executive Officer
Telephone: 1 (855) 525-0992
Email: [email protected]
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 news
release.
All figures are in Canadian dollars unless otherwise noted.
Forward-Looking Statements: This news release contains forward-looking statements and forward-
looking information within the meaning of applicable securities laws. These statements relate to future
events or future performance and includes expectations of incurring expenses that will qualify the
securities issued in the Offering as “flow -through” securities under the Income Tax Act (Canada) . All
statements other than statements of historical fact may be forward-looking statements or information.
Forward-looking statements and information are often, but not always, identified by the use of words such
as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will",
"project", "predict", "potential", "targeting", "inten d", "could", "might", "should", "believe", "would" and
similar expressions. Forward-looking statements and information are provided for the purpose of providing
information about the current expectations and plans of management of the Company relating to t he
future. Readers are cautioned that reliance on such statements and information may not be appropriate
for other purposes, such as making investment decisions. Since forward -looking statements and
information address future events and conditions, by their very nature they involve inherent risks and
uncertainties. Actual results could differ materially from those currently anticipated due to a number of
factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements,
timelines and information contained in this news release.