Ongold closes private placement for $9.3-million

Executive Summary

• Ongold Resources Ltd. completed an upsized private placement raising $9,300,042 in aggregate gross proceeds.
• The offering comprised three share series: Ontario flow‑through (FT) shares at C$0.965, Manitoba FT shares at C$1.095, and hard‑dollar common shares at C$0.68.
• Proceeds will be used for eligible Canadian exploration expenses on Ontario and Manitoba properties (FT proceeds) and for working capital/general corporate purposes (hard‑dollar proceeds).

Key Details

• Share Issuance & Pricing
• 2,590,700 Ontario FT shares @ C$0.965 per share → C$2,500,025.50 gross proceeds.
• 3,744,300 Manitoba FT shares @ C$1.095 per share → C$4,100,008.50 gross proceeds.

• 3,970,600 hard‑dollar common shares @ C$0.68 per share → C$2,700,008.00 gross proceeds.

• Underwriters & Compensation

• Lead underwriter/sole bookrunner: Paradigm Capital Inc.
• Syndicate members: Cormark Securities Inc., Agentis Capital Partners.
• Cash commission to underwriters: 6 % of gross proceeds.

• Issued 309,168 non‑transferable compensation options (exercise price C$0.68) exercisable for 24 months from closing.

• Use of Proceeds

• FT share proceeds → eligible Canadian exploration expenses qualifying as flow‑through mining expenditures in Ontario and Manitoba, to be renounced to subscribers by Dec 31 2025 (Ontario) and Dec 31 2026 (Manitoba).

• Hard‑dollar share net proceeds → working capital and general corporate purposes.

• Regulatory & Transactional Notes

• Offering relied on the listed issuer financing exemption under NI 45‑106 (Part 5A) and Coordinated Blanket Order 45‑935; no resale restrictions applied.
• Insiders participated, qualifying as a related‑party transaction under MI 61‑101; exemptions from valuation and minority‑shareholder approval were relied upon (transaction < 25 % of market cap).
• Disinterested directors approved the offering; material change report to be filed post‑closing.
• Closing subject to final TSX Venture Exchange approval.

Notable Quotes

No direct quotes were provided in the release.