ONGold Closes Upsized $9.3 Million Bought Deal Private Placement
Executive Summary
- ONGold Resources Ltd. completed an upsized private placement raising C$9,300,042 in aggregate gross proceeds.
- The offering comprised three share series: 2,590,700 Ontario flow‑through (ON FT) shares at C$0.965, 3,744,300 Manitoba flow‑through (MB FT) shares at C$1.095, and 3,970,600 non‑flow‑through (HD) shares at C$0.68.
- Proceeds will be used for eligible Canadian exploration expenses in Ontario and Manitoba (FT shares) and for working capital/general corporate purposes (HD shares).
Key Details
- Share Series & Pricing
- ON FT Shares – 2,590,700 shares @ C$0.965 each → C$2,500,025.50 gross proceeds.
- MB FT Shares – 3,744,300 shares @ C$1.095 each → C$4,100,008.50 gross proceeds.
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HD Shares – 3,970,600 shares @ C$0.68 each → C$2,700,008.00 gross proceeds.
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Total Gross Proceeds: C$9,300,042 (aggregate of the three series).
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Placement Structure
- Conducted as a “bought‑deal” private placement.
- Lead underwriter & sole bookrunner: Paradigm Capital Inc.
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Syndicate members: Cormark Securities Inc. and Agentis Capital Partners.
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Underwriter Compensation
- Cash commission equal to 6 % of gross proceeds.
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Issuance of 309,168 non‑transferable compensation options, each exercisable at C$0.68 for a common share, valid for 24 months from closing.
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Use of Proceeds
- FT Shares: Funds to be renounced as eligible Canadian exploration expenses (Ontario and Manitoba flow‑through mining expenditures) on or before Dec 31 2026, with renunciation effective Dec 31 2025 for an amount not less than the gross proceeds from FT shares.
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HD Shares: Net proceeds earmarked for working capital and general corporate purposes.
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Regulatory & Transactional Notes
- Offering relied on the Listed Issuer Financing Exemption under NI 45‑106 (excluding Quebec).
- Insiders participated; transaction qualifies as a related‑party transaction under MI 61‑101, but exemptions from valuation and minority‑shareholder approval were applied because consideration did not exceed 25 % of market cap.
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Final approval pending from the TSX Venture Exchange.
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Legal & Distribution Restrictions
- Shares sold in Canada are free of resale restrictions under applicable securities laws.
- Securities have not been, and will not be, registered in the United States; U.S. distribution is prohibited except via registration or exemption.
Notable Quotes
“The successful completion of this upsized private placement provides ONGold with the capital needed to advance our high‑potential exploration projects across Ontario and Manitoba while maintaining a strong balance sheet for ongoing operations.” – Kyle Stanfield, CEO & Director