Original News Release
Opus One closes $2.22-million private placement
Mr. Louis Morin reports
OPUS ONE GOLD CORPORATION ANNOUNCES CLOSING OF A PRIVATE PLACEMENT OF FLOW-THROUGH SHARES AND UNITS
Opus One Gold Corp. has closed a non-brokered private placement of flow-through shares and units of the company for aggregate gross proceeds of $2,228,825.31.
In total, the company issued 21,014,338 FT shares for gross proceeds of $1,576,075.35 at a price per FT share of 7.5 cents and 10,042,307 units for gross proceeds of $652,749.96 at a price per unit of 6.5 cents, with each unit being composed of one common share of the company and one common share purchase warrant, with each warrant entitling the holder to acquire one common share at an exercise price of 10 cents per share for a period of 24 months following the closing of the offering.
The gross amount raised from the issuance of FT shares will be used by the company for exploration on its mineral exploration properties, and the net proceeds raised from the issuance of units will be used for general working capital of the company and payment of fees related to the offering.
The FT shares and units were offered by way of the accredited investor exemption under National Instrument 45-106 (Prospectus Exemptions) in all the provinces of Canada. The units, FT shares, shares, warrants and warrant shares are subject to a four-month hold period in Canada following the closing of the offering.
In aggregate, the company paid $67,945 in cash finders' fees and issued a total of 870,363 compensation warrants to arm's-length finders, with each such compensation warrant being exercisable for a period of 24 months following the closing at a price of 10 cents per share.
Closing is subject to the approval of the TSX Venture Exchange and other customary closing conditions.
Related-party transaction
Patrick Fernet, a director of the company, acquired 300,000 FT shares for total consideration of $22,500. Patrick Fernet is hereinafter referred to as the insider.
The insider is considered a related party and insider of the company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of FT shares by the insider constitute a related-party transaction but are exempt from the formal valuation and minority approval requirements of Regulation 61-101 (Protection of Minority Security Holders in Special Transactions) as neither the fair market value of the common shares issued to the insider, nor the consideration paid by such insider exceeds 25 per cent of the company's market capitalization. The insider abstained from voting on all matters relating to the offering.
Clarification regarding previous private placement
On April 29, 2025, the company announced the closing of second tranche of a private placement of units and flow-through shares of the company. The company wishes to clarify that the term of warrants comprising the units issued at that time was 24 months rather than 36 months pursuant to the warrant certificates evidencing such warrants.
About Opus One Gold Corp.
Opus One is a mining exploration company focused on discovering high-quality gold and base metal deposits within strategically located properties in proven mining camps, close to existing mines in the Abitibi greenstone belt, northwestern Quebec and Northeastern Ontario -- one of the most prolific gold mining areas in the world. Opus One holds assets in the Val d'Or and Matagami areas.
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