Ophir Gold Announces Closing of Private Placement
Ophir Gold Announces Closing of Private
Placement
Vancouver, British Columbia--(Newsfile Corp. - June 8, 2023) -
Ophir Gold Corp. (
TSXV: OPHR)
(OTCQB: KPZIF) (FSE: 80M)
(the "Company" or "Ophir")
is pleased to announce, that further to its
press release of May 10, 2023, the Company has closed a non-brokered private placement through the
issuance of 8,571,428 flow-through units (each, a "
FT Unit
") at a price of $0.35 per FT Unit for
aggregate gross proceeds of $2,999,999 (the "
Offering
").
Each FT Unit is comprised of one common share in the capital of the Company, issued on a flow-through
basis (each, a "
FT Share
") and one whole common share purchase warrant (each whole warrant, a
"
Warrant
"), issued on a non-flow-through basis. Each Warrant shall entitle the holder thereof to acquire
one common share (each, a "
Common Share
") in the capital of the Company at a price of $0.40 per
Common Share for a period of three (3) years from date of issuance. Each FT Share and Warrant will
qualify as "flow-through shares" within the meaning of subsection 66(15) of the
Income Tax Act
(Canada), and also qualify for the Canadian government's Critical Mineral Exploration Tax Credit.
A total of 428,571 FT Units and 857,149 finder's warrants ("
Finder's Warrants
") were issued in
connection with the Offering to Churchill SIG Pty Ltd. of Subiaco, Western Australia ("
Churchill
"). The
Finder's Warrants are exercisable into one Common Share in the capital of the Company at an exercise
price of $0.35 per Common Share for a period of three years. All securities issued pursuant to the
Offering will be subject to a hold period of four months plus a day from the date of issuance and the
resale rules of applicable securities legislation.
The gross proceeds from the sale of the FT Units will be used by the Company to incur eligible
"Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures"
as such terms are defined in the
Income Tax Act
(Canada) and for any individual subscribers who are
resident or subject to tax in the Province of Quebec or any subscribers who is a partnership of which a
partner or limited partner is subject to tax in the Province of Quebec, will qualify as
"exploration base
relating to certain Québec exploration expenses" within the meaning contained in section 726.4.10 of the
Quebec Tax Act and "exploration base relating to certain Québec surface mining exploration expenses
or oil and gas exploration expenses" within the meaning contained in section 726.4.17.2 of the Quebec
Tax Act.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the
securities in the United States. The securities have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "
U.S. Securities Act
") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About the Company
Ophir Gold Corp. is a diversified exploration company focused on the exploration and development of
the past producing Breccia Gold Property located in Lemhi County, Idaho. The Company has an option
to earn a 100% interest in the Property over a three-year period from Canagold Resources Ltd. (formerly
Canarc Resource Corp.) and DG Resource Management Ltd.
The Company also has an option to earn a 100% interest in the Radis Lithium Property over a three-year
period from Eastmain Resources Inc., a wholly owned subsidiary of Fury Gold Mines Limited.
On behalf of the Board of Directors
"Shawn Westcott"
Ophir Gold Corp.
For further information, please contact:
Shawn Westcott, CEO
Phone 1 (604) 365 6681
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note
The information contained herein contains "forward-looking information" and "forward-looking
statements" (referred to as "forward-looking statements") within the meaning of applicable securities
legislation. Forward-looking statements relate to information that is based on assumptions of
management, forecasts of future results, and estimates of amounts not yet determinable. Any statements
that express predictions, expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance are not statements of historical fact and may be "forward-looking statements"
including statements relating to: (i) exploration plans for the Company's mineral properties, (ii) potential
results of exploration programs, and (iii) the potential for and details of mineralization on the Company's
properties.
Forward-looking statements are subject to a variety of risks and uncertainties which could
cause actual events or results to differ from those reflected in the forward-looking statements, including,
without limitation: risk related to the failure to obtain adequate financing on a timely basis and on
acceptable terms; risks related to the outcome of legal proceedings; political and regulatory risks
associated with mining and exploration; risks related to the maintenance of stock exchange listings;
risks related to environmental regulation and liability; the potential for delays in exploration or
development activities or the completion of feasibility studies; the uncertainty of profitability; risks and
uncertainties relating to the interpretation of drill results, the geology, grade and continuity of mineral
deposits; risks related to the inherent uncertainty of production and cost estimates and the potential for
unexpected costs and expenses; results of prefeasibility and feasibility studies, and the possibility that
future exploration, development or mining results will not be consistent with the Company's expectations;
risks related to commodity price fluctuations; and other risks and uncertainties related to the Company's
prospects, properties and business detailed elsewhere in the Company's disclosure record. Should one
or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in forward-looking statements. Investors are
cautioned against attributing undue certainty to forward-looking statements. These forward-looking
statements are made as of the date hereof and the Company does not assume any obligation to update
or revise them to reflect new events or circumstances, except in accordance with applicable securities
laws. Actual events or results could differ materially from the Company's expectations or projections.
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