/NOT FOR DISSEMINATION, DISTRIBUTION, RELEASE, OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES/
TORONTO, Aug. 31, 2020 /CNW/ - Orefinders Resources Inc.
("Orefinders" or the "Company") (TSX.V: ORX) is
pleased to announce that it has entered into an agreement with
Echelon Wealth Partners Inc. ("Echelon") that have agreed to
sell, on a "best efforts" private placement basis, up to
approximately C$2,000,000 of units
(the "Units") and flow-trough units (the "FT Units")
of the Company (the "Offering") at a price of C$0.10 per Unit (the "Unit Issue Price")
and C$0.12 per FT Unit (the "FT
Issue Price").
Each Unit will consist of one common share of the Company (a
"Unit Share") and one-half of one common share purchase
warrant (each whole warrant a "Warrant"), with each Warrant
entitling the holder thereof to acquire one common share of the
Company (a "Warrant Share") at a price C$0.15 for a period of 2 years following the
closing of the Offering.
Each FT Unit will consist of one common share of the Company (a
"FT Unit Share") and one-half of one common share
purchase warrant (each whole warrant a "FT Warrant"),
with each Warrant entitling the holder thereof to acquire one
common share of the Company (a "Warrant Share") at a price
C$0.18 for a period of 2 years
following the closing of the Offering.
The Company has also granted Echelon an option to purchase up to
an additional 15% of Units and FT Units, in such proportion as
Echelon may determine, exercisable at any time until 48 hours prior
to Closing.
It is anticipated that the net proceeds from the Offering will
be used to fund the Company's exploration activities, and for
general corporate purposes. The gross proceeds received by
the Company from the sale of the FT Units will be used to incur
Canadian Exploration Expenses ("CEE") that are "flow-through
mining expenditures" (as such terms are defined in the Income Tax
Act (Canada)) on the Company's
properties in Ontario, which will
be renounced to the subscribers with an effective date no later
than December 31, 2020, in the
aggregate amount of not less than the total amount of the gross
proceeds raised from the issue of FT Units.
Echelon will receive a cash commission (the "Commission")
equal to 7.0% of the gross proceeds from the Offering, excluding
gross proceeds from the issuance of Units and FT Units on a
president's list to be agreed upon by the Company and Echelon (the
"President's List") for which a commission of 3.5% of such
gross proceeds will be paid by the Company to Echelon. The
Company shall issue to Echelon compensation options (the
"Compensation Options") equal to 7.0% of the number of Units
and FT Units sold under the Offering excluding the President's List
and 3.5% of the number of Units and FT Units sold under the
Offering to subscribers on the President's List. Each
Compensation Option shall entitle the holder thereof to subscribe
for one Unit at the Unit Issue Price for a period of 24 months from
the Closing Date.
The Offering is scheduled to close on or about September 24, 2020 and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the approval of
the TSX Venture Exchange and the securities regulatory
authorities.
The securities to be offered pursuant to the Offering have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act") or any U.S.
state securities laws, and may not be offered or sold in
the United States or to, or for
the account or benefit of, United
States persons absent registration or any applicable
exemption from the registration requirements of the U.S. Securities
Act and applicable U.S. state securities laws. This news release
shall not constitute an offer to sell or the solicitation of an
offer to buy securities in the United
States, nor shall there be any sale of these securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Orefinders Resources Inc.
Orefinders is a Gold exploration and development company focused
in the Kirkland Lake District of
Ontario's Abitibi Greenstone Belt.
The Company is listed on the TSX Venture Exchange under the symbol
ORX.
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. Certain information in this press release
may contain forward-looking statements. This information is based
on current expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Orefinders' assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Orefinders. Additional information identifying risks
and uncertainties is contained in filings by Orefinders with
Canadian securities regulators, which filings are available under
Orefinders' profile at www.sedar.com
SOURCE Orefinders Resources Inc.