O2Gold Inc. (NEX: OTGO.H) (“
O2Gold” or the
“
Company”) is pleased to announce that it has
entered into a share exchange agreement dated March 21, 2024 (the
“
Agreement”) with Quebec Aur Ltd., a private
Ontario corporation, (the “
Target”) and its
shareholders, (the “
Shareholders”) respecting the
purchase of a gold mining exploration property in Quebec through
the acquisition of all of the issued and outstanding shares of the
Target from the Shareholders (the “
Acquisition”).
The property consists of 288 mining exploration claims in Quebec
(collectively, the “
Assets”). A map with further
details of the Assets is provided below.
Pursuant to the Agreement, O2Gold has agreed to
issue 5 million of its common shares to the Shareholders in
exchange for all of the issued and outstanding shares of the
Target, at a deemed price per share of $0.05, representing an
aggregate amount of $250,000. The Target does not have any material
liabilities, other than a loan outstanding in the amount of
C$337,369.86 (the “Loan”) owing to a third party.
Interest is payable on the principal sum of the Loan, as well as on
interest accrued and unpaid, at a rate of 12% per annum.
Peter Michel is the chief financial officer of
both the Company and one of the Shareholders, Sulliden Mining
Capital Inc. (“Sulliden”). Notwithstanding the
shared officers, the Acquisition does not constitute a Related
Party Transaction under Multilateral Instrument 61-101 - Protection
of Minority Security Holders in Special Transactions (“MI
61-101”) because Sulliden and the Target are not Related
Parties of O2Gold (as such terms are defined in MI 61-101).
However, the Acquisition may constitute a Related Party Transaction
under TSX Venture Exchange (“TSXV”) Policies 1.1,
5.3, and 5.9 as a result of the shared officers. The Acquisition is
intended to be characterized as a Fundamental Acquisition that will
result in the Company satisfying the TSX Venture Tier 2 Minimum
Listing Requirements, enabling it to qualify to graduate from the
NEX board of the TSXV to Tier 2 of the TSXV (as such terms are
defined in the policies of the TSXV). Trading of the Company’s
common shares (“Common Shares”) will remain halted
pending receipt and review by the TSXV of acceptable documentation
pursuant to section 5.6(d) of TSXV Policy 5.3 regarding Fundamental
Acquisitions. O2Gold is not paying any finder’s fees in connection
with the Acquisition. The closing of the Acquisition is subject to
the satisfaction of customary conditions precedent, including,
inter alia, the approval of the TSXV, the provision of applicable
legal opinions concerning the titles to the Assets and other
closing conditions customarily found in transactions similar to the
Acquisition.
Please see below for a map showing the location
of the Assets:
In addition, the Company announces a
non-brokered private placement financing of up to 5,000,000 Common
Shares at a price of $0.05 per Common Share for gross proceeds to
the Company of up to $250,000 (the “Offering”).
All securities issued in connection with the Offering will be
subject to a statutory hold period of four-months and one day.
Completion of the Offering is subject to a number of conditions,
including approval from the TSXV. The Company intends to use the
net proceeds of the Offering to finance activities on the Assets
and for general working capital purposes. The Offering and
Acquisition are expected to close on or about May 31, 2024.
Finder’s fees may be paid to eligible finders in
accordance with the policies of the TSXV consisting of a cash
commission equal to up to 7% of the gross proceeds raised under the
Offering and finder warrants (“Finder Warrants”)
in an amount equal to up to 7% of the number of Common Shares sold
pursuant to the Offering. Each Finder Warrant will entitle the
holder thereof to purchase one Common Share at a price of $0.05 per
share for a period of 12 months following the closing date of the
Offering.
About O2Gold
O2Gold is a mineral exploration company.
For additional information, please contact:
Scott Moore, Chief Executive OfficerPhone: (416) 861-1685
Cautionary Note Regarding
Forward-looking Information
This press release contains "forward-looking
information" within the meaning of applicable Canadian securities
legislation. Forward-looking information includes, but is not
limited to, statements with respect to the Assets, the Company’s
ability to complete the Acquisition and the Offering and to develop
the Assets, the expected timing of completion of the Offering and
Acquisition, the receipt of approval of the TSXV in connection with
the Offering and the Acquisition, the satisfaction by the Company
of TSX Venture Tier 2 Listing Requirements following completion of
the Acquisition and the graduation to Tier 2 of the TSXV, the
resumption of trading of the Common Shares on the TSXV, and other
matters related thereto. Generally, forward-looking information can
be identified by the use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or state that certain actions, events or results "may",
"could", "would", "might" or "will be taken", "occur" or "be
achieved". Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the
actual results, level of activity, performance or achievements of
the Company, as the case may be, to be materially different from
those expressed or implied by such forward-looking information,
including but not limited to: receipt of necessary approvals;
general business, economic, competitive, political and social
uncertainties; future mineral prices and market demand; accidents,
labour disputes and shortages and other risks of the mining
industry. Although the Company has attempted to identify important
factors that could cause actual results to differ materially from
those contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company does not undertake to
update any forward-looking information, except in accordance with
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.
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 U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Photos accompanying this announcement are available at
https://www.globenewswire.com/NewsRoom/AttachmentNg/213bbbe0-29e2-4f4c-85c7-3715b4c193ba
https://www.globenewswire.com/NewsRoom/AttachmentNg/b581fa43-e49b-4fb9-a193-c27e2dcdcdd1