Opus One GOLD Corporation Flow-Through Private Placement of up to $200,000
NEWS RELEASE
OPUS ONE GOLD CORPORATION FLOW-THROUGH PRIVATE PLACEMENT OF UP
TO $200,000
MONTREAL, QC, December 1 9, 2022 – Opus One Gold Corp. ( OOR : TSXV) (“Opus One
Gold” or the “ Company”), is pleased to announce a non- brokered private placement (the
“Offering”) for gross proceeds of up to C$200,000 from the sale of flow-through units of the
Company (“FT Units”). Each FT Unit shall be issued at price per FT Unit of $0.02 and shall be
comprised of one flow-through common share of the Company (a “ FT Share”) and one -half of one
non-flow-through common share purchase warrant (a “Warrant ”), with each Warrant entitling the
holder to acquire one Share at an exercise price of $0.05 per Share for a period of 24 months
following the closing of the offering. Each FT Share will be issued as a “flow-through share”, as such
term is defined in the Income Tax Act (Canada).
The Units will be offered by way of the “accredited investor” exemption under National Instrument
45-106 – Prospectus Exemptions in all the provinces of Canada. The FT Units, Shares and Warrant
Shares will be subject to a four-month hold period in Canada following the closing of the offering.
In accordance with TSX Venture Exchange policies, the Company is relying on a minimum price
exception in order to issue securities at less than $0.05 per listed security . As such, the Company will
not issue more than 100% of its issued and outstanding Shares pursuant to the offering.
The gross proceeds from the issuance of the FT Units will be used for Canadian exploration expenses
and will qualify as “flow -through mining expenditures”, as defined in subsection 127(9) of the
Income Tax Act (Canada) and under section 359.1 of the Taxation Act (Québec) (the “Qualifying
Expenditures”), which will be incurred on or before December 31, 2023 and renounced to the
subscribers with an effective date no later than December 31, 2022 in an aggregate amount not less
than the gross proceeds raised from the issue of the FT Units. In addition, with respect to Québec
resident subscri bers of Québec FT Units and who are eligible individuals under the Taxation Act
(Québec), the Canadian exploration expenses will also qualify for inclusion in the “exploration base
relating to certain Québec exploration expenses” within the meaning of sect ion 726.4.10 of the
Taxation Act (Québec) and for inclusion in the “exploration base relating to certain Québec surface
mining expenses or oil and gas exploration expenses” within the meaning of section 726.4.17.2 of the
Taxation Act (Québec).
In connecti on with the Offering, the Company may pay finder’s fees and issue finder warrants to
arm’s length finders, consisting of: (i) cash finder's fees of up to 5 per cent of the gross proceeds of
the offering; and (ii) finder warrants in an amount equal to up to 5 per cent of the number of FT Units
issued pursuant to the offering, exercisable at a price of $0.05 per common share for a period of two
years following the closing date.
Closing of the offering is scheduled to occur on or about December 20, 2022 and is subject to the
approval of the TSX Venture Exchange and other customary closing conditions. There can be no
assurances that the offering will be completed on the terms set out herein, or at all, or that the
proceeds of the offering will be sufficient for the uses of proceeds as set out above.
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 Cor poration 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 Gre enstone 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) 826-1579
Visit Opus One’s website: www.OpusOneGold.com
This press release contains forward -looking statements and forward- looking information
(collectively, "forward -looking statements") within the meaning of applicable Canadian securities
legislation. All statements other than statements of historical fact, including without limitation,
statements regarding the anticipated content, commencement and exploration program results, the
ability to complete future financings, required permitting, exploration programs and drilling, and the
anticipated business plans and timing of future activities of the Company, are forward- looking
statements. Forward- looking statements are typically identified by words such as: believe, expect,
anticipate, intend, estimate, postulate and similar e xpressions, or are those, which, by their nature,
refer to future events. Although the Company believes that such statements are reasonable, it can
give no assurance that such expectations will prove to be correct.
The Company cautions investors that any forward- looking statements by the Company are not
guarantees of future results or performance, and that actual results may differ materially from those
in forward looking statements as a result of various factors, including, but not limited to, the state of
the financi al markets for the Company's equity securities, the state of the commodity markets
generally, variations in the nature, the analytical results from surface trenching and sampling
program, including diamond drilling programs, the results of IP surveying, the results of soil and till
sampling program. the quality and quantity of any mineral deposits that may be located, variations in
the market price of any mineral products the Company may produce or plan to produce, the inability
of the Company to obtain any necessary permits, consents or authorizations required, including TSX
Venture acceptance, for its planned activities, the inability of the Company to produce minerals from
its properties successfully or profitably, to continue its projected growth, to raise the necessary
capital or to be fully able to implement its business strategies, , and other risks and uncertainties. All
of the Company's Canadian public disclosure filings may be accessed via www.sedar.com and
readers are urged to review these materia ls, including the technical reports filed with respect to the
Company's mineral properties.