Ophir Gold Corp. Announces Closing of Upsized C$2.75 Million Private Placement
Ophir Gold Corp. Announces Closing of
Upsized C$2.75 Million Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Toronto, Ontario, December 18, 2020 – Ophir Gold Corp. (“Ophir” or the “Company”) (TSX.V - OPHR) (FSE -
80M) is pleased to announce that it has closed its previously announced non -brokered private placement
through the issuance of an aggregate of 18,336,532 units (a "Unit") of the Company at a price of $0.15 per Unit
for gross proceeds of C$2,750,480 (the “Offering”).
Each Unit is comprised of one common share in the capital of the Company (each a “Common Share”) and one
Common Share purchase warrant (each a “Warrant”). Each Warrant entitles the holder thereof to acquire one
Common Share at an exercise price of C$0.22 at any time on or before December 17, 2022.
Due to investor demand, the Offering was upsized from C$2.0 million to C$2.75 million. The net proceeds from
the Offering will be used for exploration of the Company’s Breccia Gold Property located in Lemhi County,
Idaho, U.S. as well as for general working capital purposes. The securities issued in connection with the Offering
are subject to a statutory hold period of four months and one day in accordance with applicable securities
laws.
“We are happy to welcome several leading Institutional and High Net Worth precious metal investors to our
share registry.” comments Shawn Westcott, the Chief Executive Officer of Ophir, “Completion of this financing
will fund both a Phase 1 and Phase 2 drill program in 2021, the first modern drilling the Breccia Gold Property
since the 1980s.”
In connection with the Offering, Red Cloud Securities Inc. (“Red Cloud”) acted as a finder. As consideration for
introducing certain purchasers of the Units to the Company, the Company paid to Red Cloud a cash commission
of C$55,650 and issued to Red Cloud an aggregate of 371,000 finder warrants (each a "Finder Warrant"). Each
Finder Warrant entitles the holder thereof to acquire one Common Share at an exercise price of C$0.15 at any
time on ore before December 17, 2022 . In addition, as consideration for financial advisory services provided
by Red Cloud, the Company paid Red Clo ud a financial advisory fee of C$51,450 and issued an aggregate of
343,000 advisory warrants (each an "Advisory Warrant") to Red Cloud. The Advisory Warrants have the same
terms and conditions as the Finder Warrants.
A portion of the Offering constituted a "related party transaction" within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as certain
officers and directors of the Company subscribed for an aggregate of 55 0,000 Units under the Offering. Such
related party transactions are exempt from the formal valuation and minority shareholder approval
requirements of MI 61-101 as neither the fair market value of securities being issued to the related parties nor
the cons ideration being paid by any of the related parties exceeded 25% of the Company's market
capitalization. The participants in the Offering and the extent of such participation were not finalized until
shortly prior to the completion of the Offering. Accordin gly, it was not possible to publicly disclose details of
the nature and extent of related party participation in the Offering pursuant to a material change report filed
at least 21 days prior to the completion of the Offering.
The securities offered 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 U.S. state securities laws, and may not be offered or sold in the
United States or to, or for the account or benefit of, United States persons absent registration or an applicable
exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities
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laws. This press release does not constitute an offer to sell or the solicitation of an offe r to buy securities in
the United States, nor in any other jurisdiction.
About the Breccia Gold Property
The Breccia Gold Property consists of 80 claims covering approximately 1,650 acres within the Blackbird Mining
District, in Lemhi County, approximate ly 40 kilometres southwest of Salmon, Idaho, USA. The Property is
accessible by paved highway and a network of well -maintained gravel roads and is host to the historical
Gahsmith Gold Mine. Exploration and development activity on the Property dates back to the 1930’s and has
been exploited by at least eight adits, with several thousand tons of mineralized material extracted. The Breccia
Gold Property now covers both the Meadows Fault Zone and the lesser explored, parallel Musgrove Mine
Trend. Recent explora tion carried out in 2018 and 2019 has included the remapping and sampling of the
Meadows Fault Zone and the results are suggestive of the existence of a significant low-sulfidation, epithermal
gold system.
About the Company
The Company 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, U.S. The Company has an
option to earn a 100% interest in the Property over a three -year period from Canarc Resource Corp. and DG
Resource Management Ltd.
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 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." 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 fi nancing 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 envir onmental 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
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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.