NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES
SASKATOON, SK, Dec. 6, 2024
/CNW/ - Omineca Mining and Metals Ltd. ("Omineca" or the
"Company") (TSXV:OMM) (OTCQB: OMMSF) is pleased to announce
that it has entered into an agreement with Research Capital
Corporation as the sole agent and sole bookrunner (the
"Agent") in connection with a brokered, best-efforts basis,
private placement offering (the "Offering") of flow-through
units of the Company (each, a "FT Unit") at a price
of $0.055 per FT Unit, for gross
proceeds of up to $2,400,000.
The gross proceeds will be used for the ongoing drilling and
exploration program currently underway at Wingdam located in the
Cariboo Mining District of south central British Columbia. The exploration program is
aimed at locating the lode source of the rich placer gold found 50
meters underground, beneath Lightning Creek. The host rock
and mineralization resemble the gold-bearing vein type
mineralization at the recently permitted, neighbouring Cariboo Gold
Project operated by Osisko Development Corp.
As a joint venture unrelated to the 100% owned hard rock
exploration program, D&L Mining is currently assembling the
tunneling crew and equipment to recommence the mining of placer
gold bearing gravels within the underground paleochannel at
Wingdam. The original 2019 joint venture agreement has been amended
such that the Company will now pay D&L CDN $1,000 per ounce of gold produced (previously CDN
$850), with D&L incurring all
costs associated with the placer gold production.
Each FT Unit shall be comprised of one common share of the
Company (a "Common Share") that will qualify as
"flow-through shares" within the meaning of subsection 66(15) of
the Income Tax Act (Canada)
(the "Tax Act") and one purchase warrant of the Company (a
"Warrant"). Each Warrant shall entitle the holder thereof to
purchase one Common Share at an exercise price of $0.10 for a period of 36 months from Closing (as
defined herein). In the event that the volume weighted average
trading price of the Common Shares on the TSX Venture Exchange
("Exchange"), or other principal exchange on which the
Common Shares are listed, is equal to or greater than $0.20 for any 20 consecutive trading days, the
Company may, within 10 business days of the occurrence of such
event, deliver a notice to the holders of Warrants accelerating the
expiry date of the Warrants to the date that is 30 days following
the date of such notice (the "Accelerated Exercise Period").
Any unexercised Warrants shall automatically expire at the end of
the Accelerated Exercise Period.
The Offering will be conducted pursuant to the amendments to
National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106") set forth in Part 5A
thereof (the "Listed Issuer Financing Exemption") to
purchasers resident in Canada,
except Québec. The FT Units offered under the Listed Issuer
Financing Exemption will not be subject to resale restrictions
pursuant to applicable Canadian securities laws.
The gross proceeds from the sale of FT Units will be used for
exploration expenses on the Company's Lode Gold Drilling and
Exploration program at Wingdam, in British Columbia as Canadian exploration
expenses as defined in paragraph (f) of the definition of "Canadian
exploration expense" in subsection 66.1(6) of the Tax Act and "flow
through mining expenditures" as defined in subsection 127(9) of the
Tax Act that will qualify as "flow-through mining expenditures" and
"BC flow-through mining expenditures" as defined in subsection
4.721(1) of the Income Tax Act (British Columbia) (the "Qualifying
Expenditures"), which will be incurred on or before
December 31, 2025 and renounced with
an effective date no later than December 31,
2024 to the initial purchasers of FT Units.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedarplus.ca and on
the Company's website at www.ominecaminingandmetals.com.
Prospective investors should read this offering document before
making an investment decision.
The Offering is anticipated to close on or about December 20, 2024 ("Closing"), or such
later date as the Agent and the Company may determine. The Closing
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. Omineca advises that the
insiders of the Company may participate in the Offering, which will
be completed pursuant to available related party exemptions under
Multilateral Instrument 61-101.
At Closing, the Company will pay to the Agent a 7% cash
commission based on the aggregate gross proceeds arising from the
Offering. The Company will also grant the Agent, on the date of
Closing, non-transferable broker warrants (the "Broker
Warrants") equal to 7% of the total number of FT Units sold
pursuant to the Offering. Each Broker Warrant shall entitle the
holder thereof to purchase one unit of the Company (comprising of a
Common Share and a Warrant) at an exercise price of $0.055 per unit for a period of 36 months
following the Closing.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities described herein have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "1933 Act") or any state securities
laws and may not be offered or sold within the United States or to, or for account or
benefit of, U.S. Persons (as defined in Regulation S under the 1933
Act) unless registered under the 1933 Act and applicable state
securities laws, or an exemption from such registration
requirements is available.
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd.'s flagship Wingdam gold
exploration and placer recovery projects are located along the
Barkerville Highway 45 km east of the City of Quesnel. The Wingdam Property includes
mineral tenures totaling over 61,392 hectares (613 square kms) and
in excess of 15 linear kilometers of placer claims, both
encompassing the Lightning Creek valley where topographic
conditions created thick layers of overburden, which preserved a
large portion of a buried paleochannel containing placer
gold-bearing gravels. Omineca also has an exploration and diamond
drill program currently underway exploring for the potential
multiple hard rock sources of the placer gold at Wingdam.
Qualified Person
All scientific and technical information in this document has
been prepared by, or approved by Stephen
Kocsis, P.Geo., Lead Geologist. Mr. Kocsis is a qualified
person for the purposes of National Instrument 43-101 -
Standards of Disclosure for Mineral Projects.
Forward Looking Statements
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
"Forward-looking information" includes, but is not limited to,
statements with respect to the activities, events or developments
that the Company expects or anticipates will or may occur in the
future, including the expectation that the Offering will close
in the timeframe and on the terms as anticipated by management.
Generally, but not always, forward-looking information and
statements can be identified by the use of words such as "plans",
"expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or the
negative connotation thereof or variations of such words and
phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved" or the negative connation thereof. These forward‐looking
statements or information relate to, among other things: the
intended use of proceeds from the Offering, the expected closing
date of the Offering, and the incurrence of Qualifying
Expenditures.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that the Company will
complete Offering in the timeframe and on the terms as
anticipated by management. Although the assumptions made by the
Company in providing forward-looking information or making
forward-looking statements are considered reasonable by management
at the time, there can be no assurance that such assumptions will
prove to be accurate and actual results and future events could
differ materially from those anticipated in such statements.
Important factors that could cause actual results to differ
materially from the Company's plans or expectations include risks
relating to the failure to complete the Offering in the timeframe
and on the terms as anticipated by management, market conditions
and timeliness regulatory approvals. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in the
forward-looking information or implied by forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated or intended. There can be no assurance
that forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements or information.
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.
SOURCE Omineca Mining and Metals Ltd.
