Opus One Gold Corporation Announces Closing of First Tranche of Announced Private Placement
August 13 2024 - 9:18AM
Opus One Gold Corporation (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 MorinChief Executive Officer &
Director Tel.: (514) 591-3988
Michael W. Kinley, CPA, CAPresident, Chief Financial Officer
& Director Tel: (902) 402-0388
info@OpusOneGold.com
Visit Opus One’s website: www.OpusOneGold.com
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