Ophir Gold Announces Private Placement of Charity Flow-Through Units
Ophir Gold Announces Private Placement of
Charity Flow-Through Units
Vancouver, British Columbia--(Newsfile Corp. - May 10, 2023) -
Ophir Gold Corp.
(TSXV: OPHR)
(OTCQB: KPZIF) (FSE: 80M)
(the "Company" or "Ophir")
is pleased to announce a non-brokered
private placement through the issuance of up to 8,571,428 charity flow-through units ("
FT Unit
") at a
price of $0.35 per FT Unit for aggregate gross proceeds of up to $3,000,000 (the "
Offering
").
Each FT Unit shall be comprised of one Common Share, issued on a flow-through basis ("
FT Share
")
and one common share purchase warrant, issued on a non-flow-through basis (each, a "
FT Warrant
").
Each FT Warrant shall entitle the holder thereof to acquire one common share in the capital of the
Company (each, a "
Common Share
") at a price of $0.40 per Common Share for a period of three (3)
years from date of issuance. The FT Shares will qualify as "flow-through shares" within the meaning of
subsection 66(15) of the
Income Tax Act
(Canada), which also qualify for the Canadian government's
Critical Mineral Exploration Tax Credit. The Company may pay finder's fees in accordance with the rules
and policies of the TSX Venture Exchange.
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).
The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
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 gold exploration company focused on the exploration and development of its
flagship property, the past producing Breccia Gold Property located in Lemhi County, Idaho, as well as
new Radis Property in James Bay, Quebec.
The Company has an option to earn a 100% interest in the Breccia Gold 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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DISSEMINATION IN THE UNITED STATES
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