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Saskatoon, Saskatchewan TheNewswire - September 10, 2026 Omineca Mining and Metals Ltd. (TSXV: OMM,OTC:OMMSF) ("Omineca" or the "Company") announces concurrent non-brokered private placements (together, the "Offerings") of (i) 10,000,000 Common Share units of the Company (the "Units") at a price of $0.05 per Unit and (ii) 8,333,333 Flow-through units of the Company (the "FT Units") at a price of $0.06 per FT Unit for aggregate gross proceeds of $1,000,000.
The Offerings are being made available to all holders of common shares of the Company as of the date of this news release using the Existing Security Holder Prospectus Exemption available under applicable Canadian securities laws, as well as to accredited investors and other subscribers who qualify under available prospectus exemptions. The Company has structured the Offerings this way so that current shareholders have the opportunity to participate, regardless of accredited investor status.
The Company intends to use the gross proceeds from the sale of FT Units to incur eligible Canadian exploration expenses that qualify as "flow-through mining expenditures" under the Income Tax Act (Canada) on the Company's Wingdam Lode Gold Project in British Columbia. Such expenditures will be incurred on or before December 31, 2027 and will be renounced to the initial purchasers of the FT Units with an effective date no later than December 31, 2026. The Company intends to use the gross proceeds from the sale of Units for hard-rock exploration at the Wingdam Lode Gold Project and for general working capital.
Each Common Share Unit will consist of one common share of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each FT Unit will consist of one common share issued as a "flow-through share" under the Income Tax Act (Canada) and one-half of one Warrant. Each whole Warrant will entitle the holder to purchase one additional common share at an exercise price of $0.07 for a period of 24 months from the closing date.
Under the Existing Security Holder Prospectus Exemption, a subscriber who has not received advice regarding the suitability of the investment from a person registered as an investment dealer in the subscriber's jurisdiction may not invest more than $15,000 in securities of the Company under that exemption in any 12-month period. Shareholders who are also accredited investors may subscribe for larger amounts under the accredited investor exemption.
The securities issued under the Offerings will be subject to a four-month hold period under applicable Canadian securities laws and the policies of the TSX Venture Exchange (the "TSXV"). Closing of the Offerings is subject to TSXV acceptance and other customary conditions. The Company may pay finder's fees in connection with the Offerings in accordance with TSXV policies. Omineca advises that insiders of the company will be participating in the Offering, pursuant to available related party exemptions under Multilateral Instrument 61-101.
There is no individual minimum subscription amount required to participate in the Offerings. The Company reserves the right to accept or reject any subscription in whole or in part and to close the Offerings in one or more tranches.
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 described herein 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, U.S. persons (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 Omineca Mining and Metals Ltd.
Wingdam, BCÂ
Omineca's flagship Wingdam hard rock exploration and placer gold recovery projects are located along the Barkerville Highway 45 km east of the City of Quesnel. The Wingdam Property includes mineral tenures totaling 61,392 hectares (613 square kms) and in excess of 15 linear kilometers of placer claims, both encompassing the Lightning Creek valley where topographic conditions created thick layers of overburden, which preserved a large portion of a buried paleochannel containing placer gold-bearing gravels. Omineca also has a program exploring for the potential multiple hard rock sources of the placer gold at Wingdam.Â
Fraser Canyon, BCÂ
Part of Omineca's original acquisitions in the Cariboo Mining District, the Fraser Canyon Project located 12 kilometers northwest of Quesnel, BC, is now slated to reinitiate the development of the underground paleochannel for the recovery of placer gold. Historically, two mines north and south of the Fraser River collectively produced 1,482 oz of raw placer gold.
ÂFor further information, please contact:
Tom MacNeill
President and CEO
306-653-2692
Forward Looking Statements
This news 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 completion of the Offerings, the expected use of proceeds, the participation of existing shareholders and other investors, the timing of closing, and the Company's exploration plans at Wingdam. Generally, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements are based on assumptions that management believes are reasonable at the time, including that the Offerings will close on the terms described and that exploration activities will proceed as planned. Actual results could differ materially from those anticipated. Factors that could cause actual results to differ include market conditions, the failure to obtain TSXV acceptance or other required approvals, the ability to complete subscriptions, and risks inherent in mineral exploration. Readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking information except as required by applicable securities laws.
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 release.
NOT FOR DISSEMINATION IN OR INTO THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
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