Opus One Gold Corporation Flow-Through Private Placement of Up To $200,000
20 December 2022 - 10:30AM
Opus One Gold Corp. (OOR : TSXV)
(“
Opus One Gold” or the
“
Company”), is pleased to announce a non-brokered
private placement (the “
Offering”) for gross
proceeds of up to C$200,000 from the sale of flow-through units of
the Company (“
FT Units”). Each FT
Unit shall be issued at price per FT Unit of $0.02 and shall be
comprised of one flow-through common share of the Company (a
“
FT Share”) and one-half of one
non-flow-through common share purchase warrant (a
“
Warrant”), with each Warrant entitling the holder
to acquire one Share at an exercise price of $0.05 per Share for a
period of 24 months following the closing of the offering. Each FT
Share will be issued as a “flow-through share”, as such term is
defined in the Income Tax Act (Canada).
The Units will be offered by way of the
“accredited investor” exemption under National Instrument 45-106 –
Prospectus Exemptions in all the provinces of Canada. The FT Units,
Shares and Warrant Shares will be subject to a four-month hold
period in Canada following the closing of the offering.
In accordance with TSX Venture Exchange
policies, the Company is relying on a minimum price exception in
order to issue securities at less than $0.05 per listed security.
As such, the Company will not issue more than 100% of its issued
and outstanding Shares pursuant to the offering.
The gross proceeds from the issuance of the FT
Units will be used for Canadian exploration expenses and will
qualify as “flow-through mining expenditures”, as defined in
subsection 127(9) of the Income Tax Act (Canada) and under section
359.1 of the Taxation Act (Québec) (the “Qualifying
Expenditures”), which will be incurred on or before
December 31, 2023 and renounced to the subscribers with an
effective date no later than December 31, 2022 in an aggregate
amount not less than the gross proceeds raised from the issue of
the FT Units. In addition, with respect to Québec resident
subscribers of Québec FT Units and who are eligible individuals
under the Taxation Act (Québec), the Canadian exploration expenses
will also qualify for inclusion in the “exploration base relating
to certain Québec exploration expenses” within the meaning of
section 726.4.10 of the Taxation Act (Québec) and for inclusion in
the “exploration base relating to certain Québec surface mining
expenses or oil and gas exploration expenses” within the meaning of
section 726.4.17.2 of the Taxation Act (Québec).
In connection with the Offering, the Company may
pay finder’s fees and issue finder warrants to arm’s length
finders, consisting of: (i) cash finder's fees of up to 5 per cent
of the gross proceeds of the offering; and (ii) finder warrants in
an amount equal to up to 5 per cent of the number of FT Units
issued pursuant to the offering, exercisable at a price of $0.05
per common share for a period of two years following the closing
date.
Closing of the offering is scheduled to occur on
or about December 20, 2022 and is subject to the approval of the
TSX Venture Exchange and other customary closing conditions. There
can be no assurances that the offering will be completed on the
terms set out herein, or at all, or that the proceeds of the
offering will be sufficient for the uses of proceeds as set out
above.
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 the release.
ABOUT OPUS ONE GOLD
CORPORATION
Opus One Gold Corporation is a mining
exploration company focused on discovering high quality gold and
base metals deposits within strategically located properties in
proven mining camps, close to existing mines in the Abitibi
Greenstone Belt, north-western Quebec and north-eastern Ontario -
one of the most prolific gold mining areas in the world. Opus One
holds assets in Val-d'Or and Matagami areas.
For more information, please
contact:
Louis Morin Chief Executive Officer &
Director Tel.: (514) 591-3988
Michael W. Kinley, CPA, CA President, Chief
Financial Officer & Director Tel: (902) 826-1579
info@OpusOneGold.com
Visit Opus One’s website: www.OpusOneGold.com
This press release contains forward-looking
statements and forward-looking information (collectively,
"forward-looking statements") within the meaning of applicable
Canadian securities legislation. All statements other than
statements of historical fact, including without limitation,
statements regarding the anticipated content, commencement and
exploration program results, the ability to complete future
financings, required permitting, exploration programs and drilling,
and the anticipated business plans and timing of future activities
of the Company, are forward-looking statements. Forward-looking
statements are typically identified by words such as: believe,
expect, anticipate, intend, estimate, postulate and similar
expressions, or are those, which, by their nature, refer to future
events. Although the Company believes that such statements are
reasonable, it can give no assurance that such expectations will
prove to be correct.
The Company cautions investors that any
forward-looking statements by the Company are not guarantees of
future results or performance, and that actual results may differ
materially from those in forward looking statements as a result of
various factors, including, but not limited to, the state of the
financial markets for the Company's equity securities, the state of
the commodity markets generally, variations in the nature, the
analytical results from surface trenching and sampling program,
including diamond drilling programs, the results of IP surveying,
the results of soil and till sampling program. the quality and
quantity of any mineral deposits that may be located, variations in
the market price of any mineral products the Company may produce or
plan to produce, the inability of the Company to obtain any
necessary permits, consents or authorizations required, including
TSX Venture acceptance, for its planned activities, the inability
of the Company to produce minerals from its properties successfully
or profitably, to continue its projected growth, to raise the
necessary capital or to be fully able to implement its business
strategies, , and other risks and uncertainties. All of the
Company's Canadian public disclosure filings may be accessed via
www.sedar.com and readers are urged to review these materials,
including the technical reports filed with respect to the Company's
mineral properties.
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