Ophir Gold Corp. Announces Upsize to Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Ophir Gold Corp. Announces Upsize to Private Placement
Vancouver, Canada , December 1 5, 20 22 – Ophir Gold Corp. ("Ophir" or the “ Company”) (TSX.V: OPHR)
(OTCQB: KPZIF) (FSE: 80M) is pleased to announce that further to its press release of December 13, 2022, due
to investor demand the Company has increased the size of its non-brokered private placement to the issuance
of up to 15,500,000 units (each, a “Unit”) at a price of $0.10 per Unit and up to 3,333,333 flow-through units
(“FT Unit”) at a price of $0.15 per FT Unit for aggregate gross proceeds of up to $2,050,000 (the “Offering”).
Each Unit shall be comprised of one common share (“Common Share”) in the capital of the Company and one
Common Share purchase warrant (each, a “Warrant”) of the Company. Each Warrant shall entitle the holder
thereof to acquire one Common Share at a price of $0.20 per Common Share for a period of two (2) years from
date of issuance. 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 at a price of $0.22 per Common
Share for a period of two (2) 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). 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 net proceeds from the sale of
the Units will be used for exploration work on the Company's Breccia Gold Property and general working capital
purposes. The gross proceeds from the sale of the FT Units will be used by t he Company to incur eligible
“Canadian exploration expenses” that will qualify as “flow-through 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. 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.
On behalf of the Board of Directors
"Shawn Westcott"
Ophir Gold Corp.
For further information, please contact:
2
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 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.