Opus One GOLD Corporation Announces Closing of First Tranche of Announced Private Placement
NEWS RELEASE
OPUS ONE GOLD CORPORATION ANNOUNCES CLOSING OF FIRST TRANCHE OF
ANNOUNCED PRIVATE PLACEMENT
MONTREAL, QC, August 13, 2024 – Opus One Gold Corporation (OOR: TSXV) (“ Opus One
Gold” or the “Company ”), is pleased to announce the closing of the first tranche of its previously
announced non-brokered private placement (the “Offering ”) for gross proceeds of up to C$5 00,000
from the sale of units of the Company (the “Units”).
In total, the Company issued 13,050,000 Units for gross proceeds of $261,000 at a price per Unit of
$0.02 and was be comprised of one common share of the Company (a “Share”) and one common share
purchase warrant (each a “Warrant”, and together, the “Warrants”), with each Warrant entitling the
holder to acquire one common share (each a “Warrant Share”) at an exercise price of $0.05 per Share
for a period of 24 months following the closing of the offering.
The Units were offered by way of the “accredited investor” exemption under National Instrument 45-
106 – Prospectus Exemptions in all the provinces of Canada. The Units, Shares, Warrants and Warrant
Shares are subject to a four -month hold period in Canada following the closing of the O ffering. In
connection with the Offering, the Company has not paid any finder’s fees or issued any finder warrants.
Closing is subject to the approval of the TSX Venture Exchange and other customary closing
conditions.
Related Party Transaction
Michael Kinley, an officer and director of the Company, indirectly purchased 500,000 Units for
proceeds of $10,000, and Patrick Fernet, a director of the Company, 2,000,000 Units for a total
consideration of $40,000. Mike Kinley and Patrick Fernet are hereinafter referred to as the “Ins iders”.
The Insiders are considered “related parties” and “insiders” of the Company for the purposes of
applicable securities laws and stock exchange rules. The subscription and issuance of Units by the
Insiders constitutes related party transactions but is exempt from the formal valuation and minority
approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special
Transactions as neither the fair market value of the common shares and common share purchase
warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds 25% of the
Company’s market capitalization. The Insiders abstained from voting on all matters relating to the
Offering.
Annual and General Meeting of the Company
The Company also wishes to announce that it will be holding its annual and general meeting of the
shareholders of the Company (the “ Meeting”) on September 12, 2024, at 11:00 a.m. Eastern Time. The
Meeting will be held exclusively via an online platform. Shareholders will not be able to attend the
Meeting in person. Instead, registered shareholders and duly appointed proxyholders can virtually attend,
participate, vote or submit questions at the virtual Meeting online by registering via the link provided in
the Company’s management information circular, which will be posted on the Company’s SEDAR Plus
profile.
Clarification regarding previous private placement
On December 22, 2022, the Company closed a non-brokered private placement of flow -through units
(the “Flow-Through Units”) of the Company whereby it issued 10,000,000 Flow -Through Units of the
Company at a price of $0.02 per flow -through unit, for gross proceeds of $200,000, with the proceeds
thereof being used for exploration on its mineral properties. It was recently brought to the attention of
the Company that it had omitted to announce the closing of the Flow -Through Unit offering.
Each Flow -Through Unit was comprised of one flow -through common share and one -half of one
common share purchase warrant, with each such whole warrant being exercisable for $0.05 per common
share for a period of 24 months following the issuance thereof. The Flow-Through Units were offered
by way of the “accredited investor” exemption under National Instrument 45-106 – Prospectus
Exemptions in the Province of Ontario and were subject to a four-month hold period in Canada following
the closing of the offering. The Company did not pay any commission in connection with the issuance
of Flow-Through Units.
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 the
release.
ABOUT OPUS ONE GOLD CORPORATION
Opus One Gold Corporation is a mining exploration company focused on discovering high quality gold
and base metals deposits within strategically located properties in proven mining camps, close to
existing mines in the Abitibi Greenstone Belt, north -western Quebec and north-eastern Ontario - one
of the most prolific gold mining areas in the world. Opus One holds assets in Val -d'Or and Matagami
areas.
For more information, please contact:
Louis Morin
Chief Executive Officer & Director
Tel.: (514) 591-3988
Michael W. Kinley, CPA, CA
President, Chief Financial Officer & Director
Tel: (902) 402-0388
Visit Opus One’s website: www.OpusOneGold.com