/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
SASKATOON, SK, Oct. 3, 2024
/CNW/ - Omineca Mining and Metals Ltd. ("Omineca" or the
"Company") (TSXV: OMM) announces that it will be completing
a rights offering (the "Rights Offering") in which holders
of record of the Company's common shares (the "Common
Shares"), as at the record date of October 15, 2024, will receive rights to
subscribe for units of the Company on the basis of one right for
each Common Share held. The Rights Offering will be made in all the
provinces and territories of Canada (the "Eligible Jurisdictions")
and in such other jurisdictions where Omineca is eligible to make
such offering.
Each right entitles the holder to purchase one-third (1/3) of
one (1) unit of Omineca (a "Unit"). Holders must exercise
three (3) rights to acquire one (1) Unit at a subscription price of
$0.04 per Unit. Each Unit consists of
one (1) Common Share and one (1) transferable Common Share purchase
warrant (a "Warrant"), with each full Warrant exercisable
into one (1) Common Share at a price of $0.07 per share for a period of 36 months from
the issue date of the Units, subject to early expiry in the event
the daily volume-weighted average trading price per Common Share
for any 20 consecutive trading days in which there have been at
least 100 Common Shares traded on the TSX Venture Exchange (the
"TSXV") exceeds $0.10.
Subject to the receipt of final approval from the TSXV, the
Common Shares are expected to commence trading on the TSXV on an
ex-rights basis at the opening of business on October 15, 2024. This means that Common Shares
purchased on or following October 15,
2024 will not be entitled to receive rights under the Rights
Offering. At that time, the rights are expected to be posted for
trading on a "when issued" basis on the TSXV under the symbol
"OMM.RT".
The Rights Offering will expire at 5:00
p.m. (Toronto time) on
November 20, 2024 (the "Expiry
Time"), after which time unexercised rights will be void and of
no value. Shareholders who fully exercise their rights will be
entitled to subscribe for additional Units, if not all of the Units
have been subscribed for under the basic subscription privilege
prior to the Expiry Time, subject to certain limitations set out in
the Company's rights offering circular (the "Circular").
Details of the Rights Offering will be set out in the rights
offering notice (the "Notice") and the Circular, which will
be available under the Company's profile at www.sedarplus.ca. The
Notice and accompanying Direct Registration System ("DRS")
advice (the "DRS Advice") respecting the rights received
will be mailed to each registered shareholder of the Company as at
the record date that is resident in the Eligible Jurisdictions.
Registered shareholders who wish to exercise their rights must
forward the completed rights subscription form accompanying their
DRS Advice, together with the applicable funds, to the subscription
agent, Alliance Trust Company, on or before the Expiry Time.
Shareholders resident in the Eligible Jurisdictions who own their
Common Shares through an intermediary, such as a bank, trust
company, securities dealer or broker, will receive materials and
instructions from their intermediary. DRS Advice's will not be
issued and forwarded to registered holders of Common Shares who are
not resident in the Eligible Jurisdictions. Beneficial shareholders
of the Company not resident in an Eligible Jurisdiction may also be
restricted from participating in the Rights Offering. Shareholders
of the Company who reside outside of the Eligible Jurisdictions
should review the Circular for information respecting their
rights.
The Company currently has 180,084,575 Common Shares outstanding.
A maximum of 60,028,192 Units will be issued under the Rights
Offering. If all the rights issued are validly exercised, the
offering will raise gross proceeds of approximately $2,400,000, the net proceeds of which will be
used to complete exploration programs on the Wingdam project in
British Columbia and for general
corporate purposes. See the Circular for additional
information.
The Company understands that certain directors, officers and 10%
shareholders of the Company who own Common Shares intend to
exercise their rights to purchase Units under the Rights
Offering.
The completion of the Rights Offering is not subject to
Omineca receiving any minimum amount of subscriptions. The
Company has not entered into any standby guarantee with any party
in respect of the Rights Offering.
The Rights Offering is subject only to regulatory approval,
including the approval of the TSXV. The Company has obtained
conditional approval from the TSXV.
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd.'s flagship Wingdam gold
exploration and placer recovery project is located along the
Barkerville Highway 45 km east of the City of Quesnel. The Wingdam Property includes
mineral tenures totaling over 61,392 hectares (613 square kms) and
in excess of 15 linear kilometers of placer claims, both
encompassing the Lightning Creek valley where topographic
conditions created thick layers of overburden, which preserved a
large portion of a buried paleochannel containing placer
gold-bearing gravels. Omineca also has an exploration and diamond
drill program currently underway exploring for the potential
multiple hard rock sources of the placer gold at Wingdam.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED
UNDER THE US. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT
BE OFFERED OR SOLD IN THE UNITED
STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of
the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Caution Regarding Forward-Looking Information and
Statements:
This release contains forward-looking statements. All
statements, other than statements of historical fact that address
activities, events or developments that we believe, expect or
anticipate will or may occur in the future are forward-looking
statements. These forward-looking statements reflect our current
expectations or beliefs based on information currently available to
us. Forward-looking statements in this release include, without
limitation, statements with respect to: the closing of the Rights
Offering, the gross proceeds of the Rights Offering and the use of
proceeds from the Rights Offering. Forward-looking statements are
subject to a number of risks and uncertainties that may cause our
actual results to differ materially from those discussed in the
forward-looking statements and, even if such actual results are
realized or substantially realized, there can be no assurance that
they will have the expected consequences to, or effects on, us.
Factors that could cause actual results or events to differ
materially from current expectations include, among other things,
uncertainties relating to the availability and cost of funds;
uncertainties relating to closing the Rights Offering; delays in
obtaining or failure to obtain required approvals to complete the
Rights Offering; the uncertainty associated with estimating costs
to complete the Rights Offering, including those yet to be
incurred; uncertainty respecting the trading of the Rights and the
value of the Rights; and other risks related to our business and
the Rights Offering. Any forward-looking statement speaks only as
of the date on which it is made and, except as may be required by
applicable securities laws, we disclaim any intent or obligation to
update any forward-looking statement, whether as a result of new
information, future events or results or otherwise. Although we
believe that the assumptions inherent in the forward-looking
statements are reasonable, forward-looking statements are not
guarantees of future performance and, accordingly, undue reliance
should not be put on such statements due to their inherent
uncertainty.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE Omineca Mining and Metals Ltd.
