O3 Mining Inc. (TSXV: OIII) (OTCQX: OIIIF) ("O3 Mining" or the "Corporation") is pleased to announce the closing of its previously-announced non-brokered private placement (the "Offering") of 11,394,487 common shares of the Corporation (each, a "Common Share") for aggregate gross proceeds of C$18,559,639. The Offering was comprised of four tranches, as follows:
- Common Shares: 3,726,678 Common Shares (the "Hard Dollar Shares") at a price of C$1.44 per Hard Dollar Share for gross proceeds of C$5,366,416;
- Tranche 1 Flow-Through Shares: 5,787,254 Common Shares that 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 C$9,433,224;
- Tranche 2 Flow-Through Shares: 1,255,555 Common Shares that 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 C$2,259,999; and
- Tranche 3 Flow-Through Shares: 625,000 Common Shares that 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 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".
In consideration for providing certain finder's services to the Corporation in connection with the Offering, the Corporation paid cash finder's fees of an aggregate C$196,862 to certain arm's-length finders, representing up to 5% of the gross proceeds received by the Corporation from subscribers that were introduced to the Corporation by such finders.
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.
All securities issued under the Offering are subject to a hold period expiring four months and one day from the date hereof. The Offering remains subject to certain conditions including, but not limited to, the receipt of the final 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.
