/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
On 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.