/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION
TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, Dec. 1, 2023
/CNW/ - O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) ("O3
Mining" or the "Corporation") is pleased to
announce that, in response to overwhelming interest in its
previously-announced non-brokered private placement (as amended,
the "Offering"), the Offering will be upsized to up to
11,394,488 common shares of the Corporation (each, a "Common
Share") for aggregate gross proceeds of up to approximately
C$18,559,641, in four tranches as
follows:
- Common Shares: up to 3,726,678 Common Shares (the
"Hard Dollar Shares") at a price of C$1.44 per Hard Dollar Share for gross
proceeds of up to approximately C$5,366,416;
- Tranche 1 Flow-Through Shares: up to 5,787,254
Common Shares that will qualify as "flow-through shares" (within
the meaning of subsection 66 (15) of the Income Tax Act
(Canada)) (the "Tranche 1 FT
Shares") at a price of C$1.63 per
Tranche 1 FT Share for gross proceeds of up to approximately
C$9,433,224;
- Tranche 2 Flow-Through Shares: up to 1,255,556
Common Shares that will qualify as "flow-through shares" (within
the meaning of subsection 66 (15) of the Income Tax Act
(Canada) and section 359.1 of the
Taxation Act (Québec)) (the "Tranche 2 FT Shares") at
a price of C$1.80 per Tranche 2 FT
Share for gross proceeds of up to approximately C$2,260,001; and
- Tranche 3 Flow-Through Shares: up to 625,000 Common
Shares that will qualify as "flow-through shares" (within the
meaning of subsection 66 (15) of the Income Tax Act
(Canada) and section 359.1 of the
Taxation Act (Québec)) (the "Tranche 3 FT Shares") at
a price of C$2.40 per Tranche 3 FT
Share for gross proceeds of up to approximately C$1,500,000.
The Tranche 1 FT Shares, Tranche 2 FT Shares and Tranche 3 FT
Shares are, collectively, referred to herein as "Flow-Through
Shares".
The gross proceeds from the sale of the Flow-Through 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 Flow-Through Shares with an effective date no
later than December 31, 2023 and in
the aggregate amount of not less than the total amount of the gross
proceeds raised from the issuance of the Flow-Through Shares. The
net proceeds from the sale of the Hard Dollar Shares are expected
to be used by the Corporation for working capital and general
corporate purposes.
The Common Shares issuable under the Offering are being offered
on a private placement basis in each of the provinces and
territories of Canada to certain
investors who are exempt from prospectus requirements, and will be
subject to a hold period of four months and one day from the
closing date in accordance with applicable securities laws in
Canada.
The Offering is expected to close on or about December 12, 2023 and remains 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.
This news 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 Inc. is a gold explorer and mine developer on the road
to produce from its highly prospective gold camps in Québec,
Canada. O3 Mining benefits from
the support and expertise of a team of industry leaders as it grows
towards becoming a gold producer with several multi-million-ounce
deposits in Québec.
O3 Mining is well-capitalized and owns a 100% interest in all
its properties (66,000 hectares) in Québec. O3 Mining trades on the
TSX Venture Exchange (TSXV: OIII) and OTC Markets (OTCQX: OIIIF).
The Corporation is focused on delivering superior returns to its
shareholders and long-term benefits to its stakeholders. Further
information can be found on our website at
https://o3mining.com.
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, projections,
and interpretations as at the date of this news release. Any
statement that involves discussions with respect to predictions,
expectations, interpretations, beliefs, plans, projections,
objectives, assumptions, future events or performance including in
respect of the expected size of the Offering, the use of proceeds
of the Offering, the closing of the Offering (if at all), the
number of Hard Dollar Shares and/or Flow-Through Shares offered and
sold pursuant to the Offering, the timing and ability of the
Corporation to satisfy the customary listing conditions of the TSX
Venture Exchange (if at all), the tax treatment of the Flow-Through
Shares, and the timing of incurring the Qualifying Expenditures and
the renunciation of the Qualifying Expenditures (often but not
always using phrases such as "expects", or "does not expect", "is
expected", "interpreted", "management's view", "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 the
Corporation, 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 the companies to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
information. 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, the parties
cannot assure shareholders and prospective purchasers of securities
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 the
Corporation nor any other person assumes responsibility for the
accuracy and completeness of any such forward-looking information.
The Corporation 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.
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SOURCE O3 Mining Inc.