NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES.
SASKATOON, SK, Oct. 30, 2020 /CNW/ - Omineca Mining and Metals
Ltd. (TSXV: OMM) ("Omineca" or the "Company"),
announces that it has amended the terms of its private placement
previously announced on September 28,
2020 (the "Offering") being conducted by Mackie
Research Capital Corporation, as lead agent (the "Agent").
Pursuant to the amended terms of the Offering, the Company has
agreed to issue and sell a combination of: (i) units of the Company
(the "Units") at a price of $0.28 per Unit, and (ii) flow-through units of
the Company (the "FT Units") at a price of $0.30 per FT Unit, for aggregate gross proceeds
of up to $3,000,000.
Each Unit will be comprised of one common share of the Company
(a "Common Share") and one-half of one Common Share purchase
warrant (each whole warrant, a "Warrant"). Each FT Unit
shall consist of one "flow-through" common share of the Company
(within the meaning of the Income Tax Act (Canada) (each, a "FT Common Share")
and one-half of one Warrant. Each Warrant shall be exercisable to
acquire one Common Share (a "Warrant Share") at a price of
$0.35 per Warrant Share for a period
of 24 months from the closing of the Offering.
The Company intends to use the net proceeds from the Offering
for its ongoing exploration drilling program, working capital
requirements and other general corporate purposes. The primary
focus of Omineca's lode gold exploration program at the Wingdam
gold project is locating the presumed multiple bedrock sources of
placer gold recovered by Omineca in the 2012 underground bulk
sampling program. The systematic exploration work program also
includes rock sampling, soil grid sampling, channel/saw cut
sampling, mapping and geophysics.
The net proceeds received by the Company from the sale of the FT
Units will be used to incur eligible "Canadian exploration
expenses" ("CEE") that are "flow-through mining
expenditures" (as such term is defined in the Income Tax
Act (Canada)) related to
the Wingdam gold project. The Company will renounce such CEE to the
purchasers of the FT Units with an effective date of no later than
December 31, 2020.
The Agent will have an option (the "Agent's Option") to
offer for sale up to an additional 15% of the number of Units and
FT Units sold in the Offering, which Agent's Option is exercisable,
in whole or in part, at any time up to 48 hours prior to the
closing of the Offering.
The Units and FT Units to be issued under the Offering will be
offered by way of private placement in each of the provinces of
Canada, other than Quebec, and such other jurisdictions as may be
determined by the Company, in each case, pursuant to applicable
exemptions from the prospectus requirements under applicable
securities laws.
The Offering is scheduled to close on or about the week of
November 16, 2020, or such date as
agreed upon between the Company and the Agent (the
"Closing") and is subject to certain conditions including,
but not limited to, the receipt of all necessary approvals
including the approval of the TSX Venture Exchange. The Units, FT
Units, and the underlying securities comprising of the Units and FT
Units, to be issued under the Offering will have a hold period of
four months and one day from Closing.
At Closing, the Company will pay to the Agent a cash commission
based on the aggregate gross proceeds arising from the Offering
(including in respect of any exercise of the Agent's Option). The
Company will also grant the Agent, on the date of Closing,
non-transferable compensation options (the "Compensation
Options") equal to 7.0% of the total number of Units sold
pursuant to the Offering (including in respect of any exercise of
the Agent's Option). Each Compensation Option will entitle the
holder thereof to purchase one Unit (a "Compensation Option
Unit") at an exercise price per Compensation Option Unit equal
to $0.28 for a period of 24 months
following the Closing.
Omineca advises that the insiders of the company may participate
in the financing, which will be completed pursuant to available
related party exemptions under Multilateral Instrument 61-101.
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd. controls its flagship Wingdam
Project and the Fraser Canyon Project through its wholly owned
subsidiary CVG Mining Ltd. The Wingdam Project is located 45 km
east of Quesnel B.C. on the Barkerville highway. The
property includes both placer and hard-rock tenures along the
Lightning Creek valley, where topographic conditions created a
thick overburden which preserved a large portion of the channel
from conventional surface placer mining activity.
This news release does not constitute an offer to sell, or
the solicitation of an offer to buy securities in any jurisdiction
in which such offer or solicitation would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
The securities described herein have not been, and will not
be, registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or the securities
laws of any state of the United
States, and may not be offered or sold in the United
States or to, or for the account or benefit of, any U.S.
Person (as defined in Regulation S of the Securities Act) or a
person in the United States,
unless an exemption from such registration requirements is
available.
Forward Looking Statements
This release includes forward-looking statements regarding
Omineca and its business. Such statements are based on the current
expectations and views of future events of Omineca's management. In
some cases, the forward-looking statements can be identified by
words or phrases such as "may", "will", "expect", "plan",
"anticipate", "intend", "potential", "estimate", "believe" or the
negative of these terms, or other similar expressions intended to
identify forward-looking statements. The forward-looking events and
circumstances discussed in this release may not occur and could
differ materially as a result of the failure to consummate the
project financing, the economic feasibility of the Wingdam Project,
known and unknown risk factors and uncertainties affecting Omineca,
including risks regarding the resource industry, economic factors
and the equity markets generally and many other factors beyond the
control of Omineca. No forward-looking statement can be guaranteed.
Forward-looking statements and information by their nature are
based on assumptions and involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or industry results, to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statement or
information. Accordingly, readers should not place undue reliance
on any forward-looking statements or information. Forward-looking
statements speak only as of the date on which they are made and
Omineca undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise, except as required by 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.
SOURCE Omineca Mining and Metals Ltd