/NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES/
SASKATOON, SK, March 23,
2023 /CNW/ - Omineca Mining and Metals Ltd.
("Omineca" or the "Company") (TSXV: OMM) is pleased
to announce that it has closed its previously announced brokered
private placement offering (the "Offering") of 29,272,675
flow-through units of the Company (the "FT Units") at a
price of $0.11 per FT Unit for
aggregate gross proceeds of approximately $3.2 million, including the full exercise of the
agent's option. The Offering was led by Research Capital
Corporation as the sole agent and sole bookrunner (the
"Agent").
Each FT Unit was comprised of one common share of the Company (a
"Common Share") and one purchase warrant of the Company (a
"Warrant"), each of which qualifies as a "flow-through
share" within the meaning of subsection 66(15) of the Income Tax
Act (Canada) (the "Tax
Act"). Each Warrant entitles the holder thereof to purchase one
Common Share at an exercise price of $0.14 for a period of 36 months from the Closing
Date (as defined herein).
The Offering was 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 Common Shares and Warrants underlying 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 Wingdam gold project 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 (collectively, the "Qualifying
Expenditures"), which will be incurred on or before
December 31, 2024 and renounced with
an effective date no later than December 31,
2023 to the initial purchasers of FT Units.
The Company paid the Agent a 6.5% cash commission based on the
aggregate gross proceeds from the Offering, subject to a reduction
for certain orders on a "president's list". The Company also
granted the Agent, on the date of hereof (the "Closing
Date"), non-transferable broker warrants (the "Broker
Warrants") equal to 6.5% of the total number of FT Units sold
pursuant to the Offering, subject to a reduction for certain orders
on the "president's list". Each Broker Warrant entitles the holder
thereof to purchase one unit of the Company (comprised of a Common
Share and a Warrant) at an exercise price of $0.11 per unit for a period of 36 months
following the Closing Date.
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 project is 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.
Neither 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.
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 and the incurrence of
Qualifying Expenditures.
Such forward-looking information and statements are based on
numerous assumptions, including among others, that the Company will
use the gross proceeds of the Offering as expected and in the
timeframe 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 market conditions and timeliness of 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.
SOURCE Omineca Mining and Metals Ltd