Outback Announces Initial Closing of Private Placement FOR Proceeds of $2.41 Million
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TSX.V: OZ | OTCQB: OZBKF | FSE: S600
FOR IMMEDIATE RELEASE June 21, 2024
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. WIRE SERVICES
OUTBACK ANNOUNCES INITIAL CLOSING OF PRIVATE PLACEMENT
FOR PROCEEDS OF $2.41 MILLION
Vancouver, British Columbia – June 21, 2024 – Outback Goldfields Corp. (the “Company” or “Outback”)
(TSX.V: OZ) (OTCQB: OZBKF) is pleased to announce that it has closed the initial tranche (the “Initial
Tranche”) of the non-brokered private placement previously announced on April 25, 2024 ( the
“Offering”). The Offering is being conducted 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., as detailed in the Company’s press release dated March 1, 2024 (the “Transaction”).
Pursuant to the Initial Tranche, Outback issued 60,350,000 subscription receipts (each, a “Subscription
Receipt”) at a price of $0.04 per Subscription Receipt for gross proceeds of $2,414,000. 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
will 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.
The Company expects to close a final tranche of the Offering on or around July 31, 2024 for gross proceeds
of $5,000,000.
“We have been pleased with the participation from new and existing shareholders as well as the extent of
institutional funds. We are well on our way to raising the funds required to satisfy the terms of the Finnish
asset transaction.” Commented Chris Donaldson, President and CEO
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
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to fund its acquisition of the Finnish Assets, for an initial exploration program on the Finnish Assets and
for general corporate purposes. If the Release Conditions are not met within 90 days of closing of the
Initial Tranche then all funds will be released from escrow and returned to subscribers.
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
6,035,000 Units will be issued on conversion of the Subscription Receipts issued pursuant to the Initial
Tranche at a deemed issuance price of $0.40 per Unit.
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.
Contact Information
For more information please contact:
Chris Donaldson, Chief Executive Officer and Director
Tel: (604) 813-3931 | Email: [email protected]
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
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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 ot her 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.