Omega obtains full ownership of Williams property

Executive Summary

• Omega Pacific Resources Ltd. has entered into a second amendment to its option agreement with Copaur Minerals Inc., effectively terminating the previous agreement and accelerating the acquisition of a 100% interest in the Williams property.
• The transaction involves Omega Pacific acquiring the remaining 49% interest from Copaur for 3.3 million shares, bringing the total consideration for 100% ownership to 6.3 million shares, $1.05 million in cash, and $2.1 million in incurred exploration expenditures.
• Closing is scheduled for on or before December 4, 2025, subject to Canadian Securities Exchange approval, with a post-closing covenant requiring $5 million in exploration expenditures by December 31, 2027.

Key Details

• Transaction Structure: Second amendment to the Williams property option/Joint venture agreement; replaces and terminates the previous option agreement dated Feb. 29, 2024.
• Acquisition Interest: Omega Pacific acquires the remaining 49% interest from Copaur, achieving 100% ownership of the Williams property.
• Consideration for Remaining 49%: 3.3 million shares of Omega Pacific payable on the closing date.
• Total Consideration for 100% Interest:
  • 6.3 million shares (cumulative from previous 51% acquisition and current 49% acquisition).
  • $1.05 million in cash.
  • $2.1 million in incurred exploration expenditures.
• Closing Date: Scheduled on or before Dec. 4, 2025, subject to Canadian Securities Exchange approval.
• Post-Closing Covenant: Omega Pacific commits to incur $5 million in exploration expenditures on the property by Dec. 31, 2027.
• Property Location: British Columbia's Toodoggone district and the Golden Horseshoe.
• Property Size: 11,489 hectares.
• Key Prospects: GIC and T-Bill.
• 2024 Drill Results (GIC Prospect):
  • Hole WM24-01: 1.69 g/t Au over 104 metres.
  • Hole WM22-02 (extension): 2.16 g/t Au over 96.92 metres.
• Geological Context: Bulk tonnage, epithermal gold system; mineralization open in all directions; historic drill intercepts found 600 m east of current drill locations; surface mineralization extends 800 m west of 2024 drill collars.
• Future Exploration Focus: 1,400 m by 400 m gold zone at GIC and identifying further high-priority targets.

Notable Quotes

• Jason Leikam, CEO of Omega Pacific: "We thank Copaur's board of directors for the good faith demonstrated during this expedited acquisition. With the closure of this transaction, we welcome Copaur as a significant shareholder of Omega. Both companies are convinced Williams holds tremendous, untapped mineral value and with clear ownership, we look forward to a series of aggressive exploration programs designed to unlock that value."
• Conrad Swanson, Chairman of Copaur: "For Copaur shareholders, we believe this transaction accomplishes two objectives. It increases our equity in Omega Pacific, and thereby our exposure to the development of the Williams property which we believe will deliver exceptional results... The transaction also allows Copaur to remain focused on advancing our Nevada located flagship project toward production at an opportune time with very favourable metal prices."