/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Nov. 7, 2023
/CNW/ - Orford Mining Corp. ("Orford" or the "Company") (TSXV:
ORM) is pleased to announce a non-brokered private placement of up
to: (i) 15.0 million in the aggregate "flow-through" share units
("FT Units") at an issue price of C$0.05 per unit, and (ii) 5.8 million "hard
dollar" share units ("HD Units") at an issue price of
C$0.045 per unit, (the
"Offering"), to raise gross proceeds of up to $1,011,000 from the sale of FT Units and HD
Units, or any combination thereof. Each FT Unit and HD Unit
will consist of one common share and one-half of a common share
purchase warrant. Each whole common share purchase
warrant will entitle the holder to purchase one common share of the
Company for a period of two years at an exercise price of
$0.065. Alamos Gold (AGI-TSX) has
indicated that it intends to participate in the financing to
maintain its pro-rata holding of approximately 27.9% of
Orford's outstanding common
shares.
Orford intends to use the net
proceeds from the Offering on its exploration programs in the
Nunavik Region of Northern Quebec,
in particular its Qiqavik Gold project , the Nunavik Lithium
project and on its Joutel regional properties in the Abitibi
Region of Northern Quebec, and for
general corporate purposes. The South Gold Zone on the Joutel-Eagle
property in the Abitibi Greenstone Belt of Northern Quebec is intended to be the focus of
a 2024 winter drilling program. The Qiqavik project represents what
Orford believes is a new gold
district discovery in the Cape Smith Belt of Northern Quebec.
The Nunavik Lithium project represents an underexplored new lithium
district in Canada.
The Offering is subject to the prior approval of the TSX Venture
Exchange. The securities issued under the Offering will be subject
to a hold period expiring four months plus a day from the date of
closing.
The Corporation proposes to engage certain finders, duly
registered as required under the Securities Act (Ontario) or equivalent legislation (each, a
"Finder"), to assist in locating investors for the Private
Placement and to pay each applicable Finder a fee (the "Finders
Fee") consisting of (1) a cash amount equal to 6% of the gross
proceeds of the Private Placement raised from investors located by
an applicable Finder; and (ii) up to such number of
non-transferable compensation warrants ("Finders Warrants") as is
equal to 6% of the aggregate number of HD Units and FT Units sold
to subscribers referred to the Private Placement by such finders,
with each Finder Warrant entitling the holder to acquire one Common
Share (a "Finder Warrant Share") at a price of $0.05 for a period of 24 months from the Closing
Date.
The purchase of securities pursuant to the Offering by Alamos
(an insider of Orford) will
constitute a "related party transaction" as such term is defined by
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The transaction will
be exempt from the MI 61-101 valuation and minority approval
requirements for related party transactions in connection with the
Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as
neither the fair market value (as determined under MI 61-101) of
the subject matter of, nor the fair market value of the
consideration for, the transaction, insofar as it involves the
Related Parties, exceeds 25% of the Company's market capitalization
(as determined under MI 61-101).The Company is not filing a
material change report in respect of the related party transaction
at least 21 days before the closing of the Offering, which the
company deems reasonable in the circumstances so as to be able to
avail itself of the proceeds of the Offering in an expeditious
manner.
About Orford Mining Corporation
Orford Mining is a gold and critical mineral explorer focused on
highly prospective and underexplored areas of Northern Quebec. Orford's principal assets are the Qiqavik,
West Raglan and lithium exploration projects comprising a land
package totaling over 111,000 hectares in the Cape Smith Belt of
Northern Quebec. The Qiqavik
Project hosts several new high-grade gold discoveries along a
mineralized trend in excess of 40 km. The West Raglan Project hosts
a number of high-grade Raglan-style nickel/copper/platinum group
metal discoveries along a 55 km mineralized trend. In early 2023
Orford acquired large claim blocks targeting lithium in the Nunavik
Region. These lithium claim blocks have been carefully selected as
having promising lithium potential after an exhaustive compilation
of available data. Orford also has
four property positions in the Joutel region of the Abitibi
District of Northern Quebec, which
hosts historical deposits such as the Eagle/Telbel, Joutel Copper,
Poirier Copper, and Vezza deposits.
Orford continually seeks new gold
exploration opportunities in North
America. Orford's common
shares trade on the TSX Venture Exchange under the symbol ORM. This
information from neighbouring properties is not necessarily
indicative of the mineralization on Orford Mining's properties.
To view further details about Orford's exploration
projects please visit Orford's website,
www.orfordmining.com.
Cautionary Statement Concerning Forward-Looking
Statements
Neither the 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.
This news release contains "forward-looking
information" including without limitation statements
relating to the exploration potential of its
mineral properties and the completion of the Offering
Forward-looking statements
involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of
Orford to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Factors that could
affect the outcome include, among others: future prices and the
supply of metals; the results of drilling; inability to raise the
money necessary to incur the expenditures required to retain and
advance the properties; environmental liabilities (known and
unknown); general business, economic, competitive, political and
social uncertainties; accidents, labour disputes and other risks of
the mining industry; political instability, terrorism, insurrection
or war; or delays in obtaining governmental approvals, failure to
obtain regulatory or shareholder approvals, failure to find
subscribers for the full amount of the Offering, or at all. For a
more detailed discussion of such risks and other factors that could
cause actual results to differ materially from those expressed or
implied by such forward-looking statements, refer
to Orford's filings with Canadian securities regulators available on SEDAR at
www.sedarplus.ca.
Although Orford has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. Forward-looking statements
contained herein are made as of the date of this news release and
Orford disclaims any obligation to
update any forward- looking statements, whether as a result of new
information, future events or results or otherwise, except as
required by applicable securities laws.
SOURCE Orford Mining Corporation