O3 Mining Upsizes Previously-Announced Private Placement of Flow-Through Shares to C$30.4 Million
21 Januar 2021 - 10:31PM
O3 Mining Inc. (TSX.V: OIII; OTCQX: OIIIF) ("O3
Mining" or the "Corporation") is pleased to announce, further to
our news release of earlier this morning, that the private
placement of flow-through common shares of the Corporation ("FT
Shares") has been upsized by an additional C$10.4 million, for a
total offering of approximately C$30.4 million (exclusive of the
Underwriters' Option (as defined below)) (the "Offering"). In
furtherance of the foregoing, O3 Mining has entered into an
amendment to the engagement letter pursuant to which Sprott Capital
Partners LP and Canaccord Genuity Corp., as co-lead underwriters,
on behalf of a syndicate of underwriters (collectively, the
"Underwriters"), have agreed to purchase, on a "bought deal"
private placement basis, 6,703,739 FT Shares at a price of C$4.54
per FT Share for aggregate gross proceeds of approximately $30.4
million.
The Corporation has also granted the
Underwriters an option to sell up to an additional 1,005,561 FT
Shares at a price of C$4.54 per FT Share, which option may be
exercised up to 48 hours prior to the closing of the Offering (the
"Underwriters' Option") If the Underwriters' Option is exercised in
full, the gross proceeds from the Offering would be approximately
C$35 million.
Each FT Share issued under the Offering will
qualify as a "flow-through share" (within the meaning of subsection
66(15) of the Income Tax Act (Canada) and, in respect of eligible
Québec resident subscribers, section 359.1 of the Taxation Act
(Québec). The gross proceeds from the sale of the FT Shares will be
used by the Corporation to incur eligible "Canadian exploration
expenses" that qualify as "flow-through mining expenditures" as
both terms are defined in the Income Tax Act (Canada) (the
"Qualifying Expenditures") related to the Corporation's projects in
Québec. The Qualifying Expenditures will be renounced in favour of
the subscribers of the FT Shares with an effective date no later
than December 31, 2021 and in the aggregate amount not less than
the total amount of the gross proceeds raised from the issuance of
the FT Shares.
The Offering is scheduled to close on or about
February 25, 2021 (as opposed to February 17, 2021, as previously
announced) and is subject to certain conditions including, but not
limited to, the receipt of all necessary regulatory and other
approvals including the conditional approval of the TSX Venture
Exchange. Other than as described in this news release, the other
terms of the Offering as described in the news release of O3 Mining
of earlier this morning remain unchanged.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act"), or any state securities laws
and may not be offered or sold within the United States or to or
for the account or benefit of a U.S. person (as defined in
Regulation S under the U.S. Securities Act) unless registered under
the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
About O3 Mining Inc.
O3 Mining, which forms part of the Osisko Group
of companies, is a mine development and emerging consolidator of
exploration properties in prospective gold camps in Canada -
focused on projects in Québec – with a goal of becoming a
multi-million ounce, high-growth company.
O3 Mining is well-capitalized and holds a 100%
interest in properties in Québec (133,557 hectares). The
Corporation controls 66,064 hectares in Val-d'Or and over 50
kilometres of strike length of the Cadillac-Larder Lake Fault. O3
Mining also has a portfolio of assets in the Chibougamau region of
Québec.
Cautionary Note Regarding
Forward-Looking Information
This news release contains "forward-looking
information" within the meaning of the applicable Canadian
securities legislation that is based on expectations, estimates and
projections as at the date of this news release. The information in
this news release about the Offering; the use of the proceeds from
the Offering; the jurisdictions in which the FT Shares will be
offered or sold; the number of FT Shares offered or sold; the size
of the Offering; the timing and ability of the Corporation to close
the Offering, if at all; the timing and ability of the Corporation
to satisfy the customary listing conditions of the TSX Venture
Exchange, if at all; the timing and ability of the Corporation to
obtain all necessary approvals; the tax treatment of the securities
issued under the Offering under the Income Tax Act (Canada) and
Taxation Act (Québec); the timing to renounce all Qualifying
Expenditures in favour of the subscribers, if at all; and any other
information herein that is not a historical fact may be
"forward-looking information". Any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information and are intended to identify
forward-looking information. This forward-looking information is
based on reasonable assumptions and estimates of management of
Osisko, at the time it was made, involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Osisko to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking information. Such factors include,
among others, risks relating to the Offering; volatility in the
trading price of common shares of the Corporation; risks relating
to the ability of the Corporation to obtain required approvals,
complete definitive documentation and complete the Offering; the
ability of Osisko to complete further exploration activities,
including drilling; property interests; the results of exploration
activities; risks relating to mining activities; the global
economic climate; metal prices; dilution; environmental risks;
changes in the tax and regulatory regime; and community and
non-governmental actions. Although the forward-looking information
contained in this news release is based upon what management
believes, or believed at the time, to be reasonable assumptions,
Osisko cannot assure shareholders and prospective purchasers that
actual results will be consistent with such forward-looking
information, as there may be other factors that cause results not
to be as anticipated, estimated or intended, and neither Osisko nor
any other person assumes responsibility for the accuracy and
completeness of any such forward-looking information. Osisko does
not undertake, and assumes no obligation, to update or revise any
such forward-looking statements or forward-looking information
contained herein to reflect new events or circumstances, except as
may be required by law.
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 this news release. No stock exchange,
securities commission or other regulatory authority has approved or
disapproved the information contained herein.
For further information on O3 Mining, please contact:Jose
VizquerraPresident, CEO and DirectorTelephone: (416) 363-8653
O3 Mining (TSXV:OIII)
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