Oronova Energy Inc. Closes $15 Million Non-Brokered Private Placement of Subscription Receipts

Executive Summary

• Oronova Energy Inc. closed a $15 million non‑brokered private placement of 60 million subscription receipts at $0.25 each.
• The proceeds are earmarked to fund the acquisition of a 100% interest in the Cameron Gold Project via a reverse takeover and to cover related exploration, payment obligations, and working capital.
• The transaction is subject to TSX Venture Exchange approval and escrow release conditions; cash finder's fees of $150,180 will be paid upon closing.

Key Details

• Offering Size: 60,000,000 subscription receipts sold for aggregate gross proceeds of $15,000,000.
• Pricing: $0.25 per subscription receipt.
• Issuance Breakdown:
• FinCo (wholly‑owned subsidiary) issued 48,594,000 receipts → $12,148,500 gross proceeds.
• Oronova Energy Inc. issued 11,406,000 receipts → $2,851,500 gross proceeds.
• Conversion Terms: Each subscription receipt will convert into one common share upon satisfaction of escrow release conditions (completion of the reverse takeover and TSXV approval).
• Use of Proceeds:
• Fund payment obligations related to the Cameron Gold Project acquisition.
• Cover exploration expenditures for the project.
• General working capital purposes.
• Escrow Arrangement: All proceeds are held in escrow until the above conditions are met.
• Finder’s Fees: Anticipated cash fees of $150,180 payable to eligible finders upon transaction closing.
• Regulatory Conditions: Closing subject to final TSXV approval and any required shareholder approvals.

Notable Quotes

• “We are pleased to announce the successful close of this financing, which provides the necessary capital to advance our acquisition of the Cameron Gold Project and support ongoing exploration activities.” – Geir Liland, President and CEO

Materiality Assessment: Material – Positive (significant financing that enables a major acquisition and future development).