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Opus One Gold Corporation (OOR: TSXV) ("Opus One Gold" or the "Company"), is pleased to announce the closing of a non-brokered private placement of flow-through shares ("FT Shares") and units of the Company (the "Units") for aggregate gross proceeds of $2,228,825.31 (the "Offering").
In total, the Company issued 21,014,338 FT Shares for gross proceeds of $1,576,075.35 at a price per FT Share of $0.075 and 10,042,307 Units for gross proceeds of $652,749.96 at a price per Unit of $0.065, with each Unit being comprised of one common share of the Company (a "Share") and one common share purchase warrant (each a "Warrant", and together, the "Warrants"), with each Warrant entitling the holder to acquire one common share (each a "Warrant Share") at an exercise price of $0.10 per Share for a period of 24 months following the closing of the Offering.
The gross amount raised from the issuance of FT Shares will be used by the Company for exploration on its mineral exploration properties and the net proceeds raised from the issuance of Units will be used for general working capital of the Company and payment of fees related to the Offering.
The FT Share and Units were offered by way of the "accredited investor" exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada. The Units, FT Shares, Shares, Warrants and Warrant Shares are subject to a four-month hold period in Canada following the closing of the Offering.
In aggregate, the Company paid $67,945 in cash finders fees and issued a total of 870,363 compensation warrants to arm's length finders, with each such compensation warrant being exercisable for a period of 24 months following the closing at a price of $0.10 per Share.
Closing is subject to the approval of the TSX Venture Exchange and other customary closing conditions.
Related Party Transaction
Patrick Fernet, a director of the Company, acquired 300,000 FT Shares for a total consideration of $22,500. Patrick Fernet is hereinafter referred to as the "Insider".
The Insider is considered a "related party" and "insider" of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of FT Shares by the Insider constitutes a related party transaction but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions as neither the fair market value of the common shares issued to the Insider, nor the consideration paid by such Insider, exceeds 25% of the Company's market capitalization. The Insider abstained from voting on all matters relating to the Offering.
Clarification regarding previous private placement
On April 29, 2025, the Company announced the closing of second tranche of a private placement of units and flow-through shares of the company. The Company wishes to clarify that the term of warrants comprised of the units issued at that time was 24 months rather than 36 months pursuant to the warrant certificates evidencing such warrants.
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 the release.
ABOUT Opus One Gold Corporation
Opus One Gold Corporation is a mining exploration company focused on discovering high quality gold and base metals deposits within strategically located properties in proven mining camps, close to existing mines in the Abitibi Greenstone Belt, north-western Quebec and north-eastern Ontario - one of the most prolific gold mining areas in the world. Opus One holds assets in Val-d'Or and Matagami areas.
For more information, please contact:
Louis Morin
Chief Executive Officer & Director Tel.: (514) 591-3988
Michael W. Kinley, CPA, CA
President, Chief Financial Officer & Director Tel: (902) 402-0388
Visit Opus One's website: www.OpusOneGold.com
