Opus One Gold Corporation Announces Closing of First Tranche of Announced Private Placement
MONTREAL, Aug. 13, 2024 - Opus One Gold Corp. (OOR: TSXV) ("Opus One Gold" or the "Company"), is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement (the "Offering") for gross proceeds of up to C$500,000 from the sale of units of the Company (the "Units").
In total, the Company issued 13,050,000 Units for gross proceeds of $261,000 at a price per Unit of $0.02 and was be comprised of one common share of the Company (a "Share") and one common share purchase warrant (each a "Warrant", and together, the "Warrants"), with each Warrant entitling the holder to acquire one common share (each a "Warrant Share") at an exercise price of $0.05 per Share for a period of 24 months following the closing of the offering.
The Units were offered by way of the "accredited investor" exemption under National Instrument 45-106 - Prospectus Exemptions in all the provinces of Canada. The Units, Shares, Warrants and Warrant Shares are subject to a four-month hold period in Canada following the closing of the Offering. In connection with the Offering, the Company has not paid any finder's fees or issued any finder warrants.
Closing is subject to the approval of the TSX Venture Exchange and other customary closing conditions.
Related Party Transaction
Michael Kinley, an officer and director of the Company, indirectly purchased 500,000 Units for proceeds of $10,000, and Patrick Fernet, a director of the Company, 2,000,000 Units for a total consideration of $40,000. Mike Kinley and Patrick Fernet are hereinafter referred to as the "Insiders".
The Insiders are considered "related parties" and "insiders" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insiders constitutes related party transactions but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions as neither the fair market value of the common shares and common share purchase warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds 25% of the Company's market capitalization. The Insiders abstained from voting on all matters relating to the Offering.
Annual and General Meeting of the Company
The Company also wishes to announce that it will be holding its annual and general meeting of the shareholders of the Company (the "Meeting") on September 12, 2024, at 11:00 a.m. Eastern Time. The Meeting will be held exclusively via an online platform. Shareholders will not be able to attend the Meeting in person. Instead, registered shareholders and duly appointed proxyholders can virtually attend, participate, vote or submit questions at the virtual Meeting online by registering via the link provided in the Company's management information circular, which will be posted on the Company's SEDAR Plus profile.
Clarification regarding previous private placement
On December 22, 2022, the Company closed a non-brokered private placement of flow-through units (the "Flow-Through Units") of the Company whereby it issued 10,000,000 Flow-Through Units of the Company at a price of $0.02 per flow-through unit, for gross proceeds of $200,000, with the proceeds thereof being used for exploration on its mineral properties. It was recently brought to the attention of the Company that it had omitted to announce the closing of the Flow-Through Unit offering.
Each Flow-Through Unit was comprised of one flow-through common share and one-half of one common share purchase warrant, with each such whole warrant being exercisable for $0.05 per common share for a period of 24 months following the issuance thereof. The Flow-Through Units were offered by way of the "accredited investor" exemption under National Instrument 45-106 - Prospectus Exemptions in the Province of Ontario and were subject to a four-month hold period in Canada following the closing of the offering. The Company did not pay any commission in connection with the issuance of Flow-Through Units.
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) 402-0388
info@OpusOneGold.com
Visit Opus One's website: www.OpusOneGold.com
