/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
SASKATOON, SK, Nov. 25, 2020 /CNW/ - Omineca Mining and
Metals Ltd. (TSXV: OMM) ("Omineca" or the "Company"),
announces that it has upsized and closed the previously
announced brokered private placement offering (the
"Offering") of units of the Company (the "Units") and
flow-through units of the Company (the "FT Units") for
aggregate gross proceeds to the Company of $5,496,021.74, including the full exercise of the
Agent's option to increase the size of the Offering by 15% (the
"Agent's Option"). The Offering was led by Mackie Research
Capital Corporation (the "Agent").
The Company intends to use the net proceeds from the sale of
Units 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 maiden diamond drill program to explore for the multiple
potential hard rock sources of the placer gold found at Wingdam is
currently underway with 9 drill holes of a planned 27 hole program
completed to date.
The gross 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.
Pursuant to the Offering, the Company issued 10,171,673 Units at
a price of $0.28 per Unit and
8,826,511 FT Units at a price of $0.30 per FT Unit. Each Unit is 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 consists of one "flow-through"
common share of the Company that will qualify as a "flow through
share" within the meaning of subsection 66(15) of the Income Tax
Act (Canada) (each, a "FT
Common Share") and one-half of one Warrant. Each Warrant is
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 Units, FT Units, and the underlying securities comprising
the Units and FT Units issued under the Offering are subject to a
statutory hold period expiring on March 26,
2021.
In connection with the Offering, the Company has paid to the
Agent a cash commission of 7% of the gross proceeds. In addition,
the Company issued to the Agent 1,204,872 non-transferable
compensation options (the "Compensation Options") (including
in respect of the full exercise of the Agent's Option). Each
Compensation Option entitles 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. The securities issued to the Agent are subject to a hold
period expiring March 26, 2021.
Omineca advises that the insiders of the company participated in
the Offering, which was 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
additional 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