/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
TSXV:OIII | OTCQX:OIIIF - O3 Mining
TORONTO, June 19,
2023 /CNW/ - O3 Mining Inc. (TSXV: OIII)
(OTCQX: OIIIF) ("O3 Mining" or the "Corporation") is
pleased to announce that it has completed a C$10 million private placement (the "Placement")
with a strategic investor (the "Investor"), pursuant to which O3
Mining issued to the Investor a senior unsecured convertible
debenture in an aggregate principal amount of C$10 million (the "Debenture"). The Debenture
bears fixed interest at a rate of 10% per annum, payable
semi-annually, half of which is payable in cash and half of which
is payable, at the Corporation's election, in either common shares
of the Corporation ("Common Shares") or in cash, and will mature on
June 19, 2028 (the "Maturity Date").
The Debenture is a direct, unsecured obligation of the Corporation
and ranks equally in right of payment with all existing and future
unsecured and unsubordinated indebtedness of the Corporation.
The Investor is entitled, at any time prior to the Maturity
Date, to convert, in whole or in part, the outstanding principal
amount due under the Debenture from time to time into Common Shares
at a price equal to $2.05 per Common
Share, subject to customary anti-dilution adjustments.
Pursuant to the terms of the Debenture, O3 Mining will be
required to offer to purchase from the Investor the remaining
outstanding principal amount of the Debenture if a change of
control of the Corporation occurs or if the Corporation sells all
or substantially all, or enters into a joint venture agreement,
option agreement or similar arrangement with respect to the
Corporation's Marban Engineering project. The Debenture is subject
to customary events of default.
The Investor and the Corporation have also entered into an
investor rights agreement providing, among other things, that for
so long as the Investor holds greater than a 5.0% equity interest
in the Corporation on a partially-diluted basis, the Investor will
have certain participation, top-up and information rights. The
participation rights will entitle the Investor to participate, on a
pro rata basis, in certain equity financings of the Corporation up
to a 9.9% equity interest in the Corporation on a partially-diluted
basis.
The Corporation intends to use the proceeds from the Debenture
for the exploration and development of its properties and for
general corporate purposes.
O3 Mining's President and Chief Executive Officer,
Mr. José Vizquerra commented: " This
investment in O3 Mining by a strategic investor further validates
the potential of our assets in the Val-d'Or district of Québec, one of the
world's premier mining jurisdictions, and our flagship Marban
Engineering project. The proceeds will be used to advance the
Marban Engineering project, which has a prefeasibility study
showing estimated annual production of 161,000 ounces of gold and a
life of mine of approximately 10 years. Contemplated work over the
next 12 months includes mine design optimization, advancing
geotechnical analysis on the overburden and processing
alternatives. As such, work on further advancing economic studies
on processing and tailings are temporarily suspended until this
evaluation, and its implications for a future development route,
are determined."
The Debenture is subject to a statutory hold period under
Canadian securities laws expiring four months and one day from the
date hereof. The Placement, including the future issuance of Common
Shares upon conversion of the Debenture, if any, are subject to
final acceptance of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About O3 Mining Inc.
O3 Mining Inc. is a gold explorer and mine developer on the road
to produce from its highly prospective gold camps in Québec,
Canada. O3 Mining benefits from
the support and expertise of a team of industry leaders as it grows
towards becoming a gold producer with several multi-million-ounce
deposits in Québec.
O3 Mining is well-capitalized and owns a 100% interest in all
its properties (62,000 hectares) in Québec. O3 Mining trades on the
TSX Venture Exchange (TSXV: OIII) and OTC Markets (OTCQX: OIIIF).
The Corporation is focused on delivering superior returns to its
shareholders and long-term benefits to its stakeholders. Further
information can be found on our website at
https://o3mining.com.
Scientific and Technical
Disclosure
Technical Report
The scientific and technical information relating to the Marban
Engineering project is supported by the technical report entitled
"Marban Engineering Project NI 43-101 Technical Report
& Pre-Feasibility Study Val-d'Or
Quebec, Canada", dated as of October 7, 2022 (with an effective date of
August 24, 2022) (the "Marban PFS"),
which was prepared, reviewed and approved by Renee Barrette, ing., James
Purchase, P.Geo., Carl Michaud,
P.Eng., Ali Hooshiar, P.Eng., Davood
Hasanloo, P. Eng., and Andréanne Hamel, ing., each of whom
is a "qualified person" for purposes of National Instrument
43-101 – Standards of Disclosure for Mineral Projects.
Reference should be made to the full text of the Marban PFS, a copy
of which is available electronically on SEDAR (www.sedar.com) under
O3 Mining's issuer profile.
Qualified Person Statement
The scientific and technical information in this news release
has been reviewed and approved by Mr. Louis
Gariepy, P.Geo. B.Sc., Vice President of Exploration of O3
Mining, who is a "qualified person" within the meaning of National
Instrument 43-101 – Standards of Disclosure for Mineral
Projects.
Cautionary Note Regarding
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of the applicable Canadian securities legislation that
is based on expectations, estimates, projections, and
interpretations as at the date of this news release. In this news
release, such forward-looking information includes, but is not
limited to, the following statements: expected annual production at
the Marban Engineering project; life of mine at the Marban
Engineering project; the significance of the Placement to the
advancement of O3 Mining's projects; the ability to obtain
necessary regulatory approvals in respect of the Placement; the use
of proceeds from the Placement; the investment validating O3
Mining's assets; and expected work over the next 12 months. Any
statement that involves discussions with respect to predictions,
expectations, interpretations, beliefs, plans, projections,
objectives, assumptions, future events or performance (often but
not always using phrases such as "expects", or "does not expect",
"is expected", "interpreted", "management's view", "anticipates" or
"does not anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
"forward-looking information" and are intended to identify
forward-looking information. Except for statements of historical
fact relating to the Corporation, certain information contained
herein constitutes forward-looking statements. Forward-looking
information is based on estimates of management of the Corporation,
at the time it was made, involves known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the companies to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking information. Such
factors include, among others, risks relating to the ability of
exploration activities (including drilling) to accurately predict
mineralization; errors in management's modelling; the ability of
any material to be mined in a matter that is economic; the
Corporation's ability to obtain any necessary permits, consents or
authorizations required for its planned activities; the
Corporation's ability to raise the necessary capital or to be fully
able to implement its business strategies; and the price of gold.
Although the forward-looking information contained in this news
release is based upon what management believes, or believed at the
time, to be reasonable assumptions, the parties cannot assure
shareholders and prospective purchasers of securities that actual
results will be consistent with such forward-looking information,
as there may be other factors that cause results not to be as
anticipated, estimated or intended, and neither the Corporation nor
any other person assumes responsibility for the accuracy and
completeness of any such forward-looking information. The
Corporation believes that this forward-looking information is based
on reasonable assumptions, but no assurance can be given that these
expectations will prove to be correct and such forward-looking
statements included in this news release should not be unduly
relied upon. The Corporation does not undertake, and assumes no
obligation, to update or revise any such forward-looking statements
or forward-looking information contained herein to reflect new
events or circumstances, except as may be required by law. These
statements speak only as of the date of this news release.
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 news release. No stock exchange, securities
commission or other regulatory authority has approved or
disapproved the information contained herein.
SOURCE O3 Mining Inc.