Ongwe Minerals Announces $10 Million Life Offering and Non-Brokered Private Placement

Executive Summary

• Ongwe Minerals Inc. announced a "best efforts" private placement (LIFE Offering) of 7,247,000 common shares at $1.38 per share, targeting gross proceeds of approximately $10.0 million.
• The company granted an option to purchase up to 1,087,000 additional shares and plans a contemporaneous non-brokered private placement of up to 2,173,913 shares for an additional ~$3.0 million in gross proceeds.
• Net proceeds will be allocated to exploration on Namibian gold projects, working capital, and general corporate purposes, with closing expected around June 25, 2026, pending TSXV and regulatory approvals.

Key Details

• LIFE Offering Structure: "Best efforts" private placement under the Listed Issuer Financing Exemption (NI 45-106 Part 5A).
• Shares & Issue Price: 7,247,000 common shares at $1.38 per share.
• Gross Proceeds (LIFE): $10,000,860.
• Agents' Option: Option to purchase up to 1,087,000 additional common shares at $1.38/share for up to $1,500,060 in additional gross proceeds, exercisable up to 48 hours prior to closing.
• Contemporaneous Private Placement: Up to 2,173,913 common shares at $1.38/share for approximately $3,000,000 in gross proceeds. Closing of the LIFE Offering is not conditional on this placement.
• Use of Proceeds: Exploration work primarily on Namibian properties, working capital, and general corporate purposes.
• Agent Compensation: 6.0% cash fee on gross proceeds (reduced on certain orders) plus compensation options equal to 6.0% of shares issued, exercisable at $1.38/share for a 24-month term.
• Closing Date: Expected on or about June 25, 2026.
• Regulatory & Listing Conditions: Subject to TSXV conditional approval and other applicable regulatory requirements.
• Hold Periods: Shares issued under the LIFE Offering have no hold period. Shares from the Private Placement are subject to a statutory hold period of four months and one day post-closing.
• Insider Participation: Anticipated insider participation will be treated as a related party transaction under MI 61-101, with exemptions from formal valuation and minority shareholder approval expected as the transaction value will not exceed 25% of the company's market capitalization.
• Jurisdiction: Offered to Canadian residents (excluding Quebec) and qualifying jurisdictions. Not registered under the U.S. Securities Act. No prospectus filing required in other non-US/non-Canadian jurisdictions.