Outback Announces $5 Million Financing
OUTBACK ANNOUNCES $5 MILLION
FINANCING
/NOT FOR DISSEMINATION IN
THE UNITED STATES
OR FOR DISTRIBUTION TO U.S. WIRE
SERVICES/
TSX.V: OZ | OTCQB: OZBKF | FSE: S600
VANCOUVER, BC
,
April 25, 2024
/CNW/ -
Outback Goldfields Corp
. (the "
Company
" or
"
Outback
") (TSXV: OZ) (OTCQB: OZBKF) is pleased to announce a non-brokered private
placement for minimum gross proceeds of
$5,000,000
(the "
Offering
"). The Offering is being
completed in conjunction with the Company's previously announced acquisition of a prospective
portfolio of gold projects in
Finland
(the "
Finnish Assets
") from a subsidiary of S2 Resources Ltd.
("
S2
"), as detailed in the Company's press release dated
March 1, 2024
(the "
Transaction
").
Pursuant to the Offering, Outback will issue a minimum of 125,000,000 subscription receipts (each,
a "
Subscription Receipt
") at a price of
$0.04
per Subscription Receipt (the "
Offering Price
") for
minimum gross proceeds of
$5,000,000
. Each Subscription Receipt, upon satisfaction of the
Release Conditions (as defined herein), will automatically convert into one unit (each, a "
Unit
"), with
each Unit comprising of one common share of the Company (each, a "
Share
") and one common
share purchase warrant of the Company (each, a "
Warrant
"). Each Warrant shall entitle the holder
thereof to purchase one additional Share at a price of
$0.06
for a period of three years following the
conversion of the Subscription Receipts.
"This transformative acquisition from S2 provides our shareholders with a world-class portfolio of
100% owned projects as well as joint ventures with major mining companies in a highly prospective
jurisdiction," commented
Chris Donaldson
, CEO of Outback. "The Central Lapland Greenstone Belt
of
Northern Finland
is an emerging gold camp and is host to several recent gold discoveries as well
as
Europe's
largest primary gold mine, Agnico Eagle's Kittilä Mine, which produces over 200koz gold
per annum. We look forward to welcoming new shareholders and working with S2 to complete this
transaction and focus our technical team on making additional gold discoveries in
Finland
."
Share Consolidation
Prior to completion of the Transaction, Outback expects to complete a consolidation of its
outstanding common shares (each, a "
Share
") pursuant to which it will issue one post-consolidation
Share for each ten pre-consolidation Shares (the "
Consolidation
"). The number of Units underlying
the Subscription Receipts will be adjusted to reflect the Consolidation, such that it is expected that
an aggregate of 12,500,000 Units will be issued on conversion of the Subscription Receipts at a
deemed issuance price of
$0.40
per Unit.
Transaction Update
O n
March 1, 2024
, Outback announced the acquisition of the Finnish Assets from S2 for total
consideration of
$7,000,000
, consisting of a
$1,500,000
cash payment and the issuance of
$5,500,000
in Shares (the "
Consideration Shares
"). The deemed issuance price of the
Consideration Shares will be equal to the Offering Price such that S2 will receive 13,750,000
Shares, on a post-Consolidation basis, on completion of the Transaction. It is expected that S2 will
own approximately 43% of Outback, on a basic basis, upon completion of the Offering and the
Transaction. It is anticipated that the Transaction will close in
July 2024
.
The completion of the Transaction remains subject to a number of terms and conditions, among
other standard conditions for a transaction of this nature, including, among other things: (i) the
negotiation and execution of the Definitive Agreement; (ii) completion of the Offering; (iii) if required
by the TSXV, approval of the shareholders of Outback; (iv) the preparation of a NI 43-101 compliant
technical report for each of the material Finnish Assets that is acceptable to the TSXV and Outback;
(v) the receipt of all required regulatory, stock exchanges (including the TSXV), creditor, court,
security holder and other approvals, consents, permits, waivers, exemptions and orders; and (vi) if
required by the TSXV, delivery of a sponsor report. There can be no assurance that all of the
necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will
be met.
Offering Details
Expiry of the Warrants will be subject to acceleration if, following the issuance of the Warrants, the
closing price of the Shares on the TSX Venture Exchange (the "
TSXV
"), or other such Canadian
stock exchange on which the Shares are then principally traded, equals or exceeds
$0.90
per Share,
on a post-Consolidation basis, for a period of twenty consecutive trading days during the exercise
period. In that case, the Company may accelerate the expiry date of the Warrants to the date which
is 30 trading days from the date notice is given by the Company, by way of dissemination of a news
release, to the holders of the Warrants.
The gross proceeds of the Offering will be held in escrow until the closing of the Transaction and the
satisfaction of certain escrow release conditions (collectively, the "
Release Conditions
"). Upon
satisfaction of the Release Conditions, the net proceeds from the Offering will be used by the
Company to fund its acquisition of the Finnish Assets, for an initial exploration program on the S2
Finnish Assets and for general corporate purposes. If the Release Conditions are not met within 90
days of closing of the Offering then all funds will be released from escrow and returned to
subscribers.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in
the United States
absent registration or an applicable exemption
from the registration requirements. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful.
All the securities issuable under the Offering will be subject to a four-month hold period from the
date of closing of the Offering. The Offering remains subject to the receipt of all required regulatory
approvals, including, without limitation, the approval of the TSXV.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV
acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of Outback should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this news release.
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
this release.
Forward Looking Statements
This news release contains forward-looking statements or forward-looking information relating to the
future operations of the Company and other statements that are not historical facts. Forward-looking
statements in this news release include but are not limited to: obtaining the necessary approvals
required for the Transaction and the Offering; completion of the Transaction and the Offering and the
timing thereof; final terms of the Transaction and Offering; the benefits of the Transaction and the
Offering; and exploration activities.
Forward-looking statements are based on the reasonable assumptions, estimates, analyses and
opinions of management made in light of its experience and its perception of trends, current
conditions and expected developments, as well as other factors that management believes to be
relevant and reasonable in the circumstances at the date that such statements are made, but which
may prove to be incorrect. Management believes that the assumptions and expectations reflected in
such forward-looking statements are reasonable. Assumptions have been made regarding, among
other things: the benefits of the Transaction and the Offering; the Company's ability to carry on
exploration and development activities; the timely receipt of required approvals; the price of metals;
the integration of assets acquired by the Company; and the Company's ability to obtain financing as
and when required and on reasonable terms. Readers are cautioned that the foregoing list is not
exhaustive of all factors and assumptions which may have been used.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors
that may cause actual results to be materially different from those expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors include but are not limited to:
the Company's early stage of development; the fluctuation of the price of metals; the availability of
additional funding as and when required; the speculative nature of mineral exploration and
development; the timing and ability to maintain and, where necessary, obtain necessary permits and
licenses; the uncertainty in geologic, hydrological, metallurgical and geotechnical studies and
opinions; infrastructure risks, including access to water and power; environmental risks and hazards;
risks associated with negative operating cash flow; and risks associated with dilution. For a further
discussion of risks relevant to the Company, see the Company's other public disclosure documents.
Although management has attempted to identify important factors that could cause actual results to
differ materially from those contained in forward-looking statements, there may be other factors that
cause results not to be as anticipated, estimated or intended. There is no assurance that forward-
looking statements will prove to be accurate, as actual results and future events could differ
materially from those anticipated in such forward-looking statements. Accordingly, readers should
not place undue reliance on forward-looking statements. The Company does not undertake to
update any forward-looking statements, except as, and to the extent required by, applicable
securities laws.
SOURCE
Outback Goldfields Corp.
View original content to download multimedia:
http://www.newswire.ca/en/releases/archive/April2024/25/c4898.html
%SEDAR: 00045705E
For further information:
Chris Donaldson, Chief Executive Officer and Director, Tel: (604) 813-
3931 | Email: [email protected]
CO: Outback Goldfields Corp.
CNW 08:00e 25-APR-24