O2Gold Upsizes Private Placement and Provides Update on Quebec Aur Transaction
2024年4月25日 - 4:44AM
O2Gold Inc. (NEX: OTGO.H) (“
O2Gold” or the
“
Company”) is pleased to announce that, as a
result of investor demand, it has increased its previously
announced non-brokered private placement financing of common shares
from up to 5,000,000 common shares of the Company (the
“
Common Shares”) for gross proceeds of up to
$250,000, to up to 10,000,000 Common Shares for gross proceeds of
up to $500,000 (the “
Upsized Offering”).
All securities issued in connection with the
Upsized Offering will be subject to a statutory hold period of
four-months and one day. Completion of the Upsized Offering is
subject to a number of conditions, including approval from the TSX
Venture Exchange (“TSXV”). The Company intends to
use the net proceeds of the Upsized Offering to finance activities
on the Assets (as defined below) and for general working capital
purposes. The Upsized Offering is expected to close on or about May
31, 2024. Finder’s fees may be paid to eligible finders in
accordance with the policies of the TSXV consisting of a cash
commission equal to up to 7% of the gross proceeds raised under the
Upsized Offering and finder warrants (“Finder
Warrants”) in an amount equal to up to 7% of the number of
Common Shares sold pursuant to the Upsized Offering. Each Finder
Warrant will entitle the holder thereof to purchase one Common
Share at a price of $0.05 per share for a period of 12 months
following the closing date of the Upsized Offering.
Quebe Aur Transaction Update
As previously announced, the Company entered
into a share exchange agreement (the “Agreement”)
with Quebec Aur Ltd. (the “Target”) and its
shareholders (the “Shareholders”) respecting the
purchase of a gold mining exploration property in Quebec through
the acquisition of all of the issued and outstanding shares of the
Target from the Shareholders (the “Acquisition”).
The property consists of 288 mining exploration claims in Quebec
(collectively, the “Assets”). A map with further
details of the Assets is provided below. For more information about
the Acquisition, please see the Company’s press release dated April
15, 2024 (the “Press Release”), which is available
under the Company’s SEDAR profile at www.sedarplus.ca.
The Press Release was disseminated by a
newswire provider who inadvertently distributed a prior version of
the Press Release which incorrectly specified March 21, 2024, as
the date of the Agreement. The newswire provider then
inadvertently re-released the same Press Release with the incorrect
date on April 23, 2024. In fact, the Agreement is dated April 15,
2024. Further, one of the Shareholders owns more than 10% of the
common shares of O2Gold and is therefore a “related party” of the
Company pursuant to Multilateral Instrument 61-101 Protection of
Minority Security Holders in Special Transactions (“MI
61-101”). Although pursuant to MI 61-101, the Acquisition
constitutes a “related party transaction” the Company intends to
rely on an exemption from the formal valuation requirement of MI
61-101. The Company intends to seek the approval of its
shareholders for the Acquisition in accordance with MI 61-101 and
the policies of the TSXV at its next meeting of shareholders, which
is anticipated to be in mid-June 2024.
Please see below for a map showing the location
of the Assets:
About O2Gold
O2Gold is a mineral exploration company.
For additional information, please contact:
Scott Moore, Chief Executive OfficerPhone: (416) 861-1685
Cautionary Note Regarding
Forward-looking Information
This press 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 Assets, the Company’s
ability to complete the Acquisition and the Upsized Offering, the
expected timing of completion of the Offering, the receipt of
approval of the TSXV, and other matters related thereto. Generally,
forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", 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". Forward-looking
information is subject to known and unknown risks, uncertainties
and other factors that may cause the actual results, level of
activity, performance or achievements of the Company, as the case
may be, to be materially different from those expressed or implied
by such forward-looking information, including but not limited to:
receipt of necessary approvals; general business, economic,
competitive, political and social uncertainties; future mineral
prices and market demand; accidents, labour disputes and shortages
and other risks of the mining industry. Although the Company has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
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 such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking information. The Company
does not undertake to update any forward-looking information,
except in accordance with applicable securities laws.
NEITHER 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.
This news release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities laws
and may not be offered or sold within the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
A photo accompanying this announcement is available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/a0a9b477-3308-42ce-ab37-cdcd7d022113