/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO
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TSXV:OIII | OTCQX:OIIIF - O3 Mining
TORONTO, Nov. 20,
2023 /CNW/ - O3 Mining Inc. (TSXV: OIII)
(OTCQX: OIIIF) ("O3 Mining" or the
"Corporation") announces a non-brokered private
placement of (i) up to 2,777,778 common shares of the
Corporation ("Common Shares") at a price of C$1.44 per Common Share for gross proceeds of
approximately C$4 million, and (ii)
up to 3,072,763 Common Shares that will qualify as "flow-through
shares" (within the meaning of subsection 66(15) of the Income
Tax Act (Canada)) ("FT
Shares") at a price of C$1.63 per
FT Share for gross proceeds of approximately C$5 million (the "Offering").
The gross proceeds from the sale of FT Shares will be used by
the Corporation to incur eligible "Canadian exploration expenses"
that qualify as "flow-through mining expenditures" (as both terms
are defined in the Income Tax Act (Canada)) (the "Qualifying
Expenditures") related to the projects of the Corporation in
Québec. The Qualifying Expenditures will be renounced in favour of
the subscribers of the FT Shares with an effective date no later
than December 31, 2023 and in the
aggregate amount of not less than the total amount of the gross
proceeds raised from the issuance of the FT Shares.
The net proceeds from the sale of the Common Shares will be used
by the Corporation for working capital and general corporate
purposes.
The FT Shares and Common Shares will be offered on a private
placement basis in each of the provinces and territories of
Canada to investors who are exempt
from prospectus requirements, and will be subject to a hold period
of four months and one day in accordance with applicable securities
laws in Canada.
The Offering remains subject to certain conditions including,
but not limited to, the receipt of all necessary regulatory and
other approvals including the conditional approval of the TSX
Venture Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy 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 or for the account or benefit of a U.S. person
(as defined in Regulation S under the U.S. Securities Act) 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 (66,000 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.
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. Any
statement that involves discussions with respect to predictions,
expectations, interpretations, beliefs, plans, projections,
objectives, assumptions, future events or performance including in
respect of the expected size of the Offering, the use of proceeds
of the Offering, the closing of the Offering (if at all), the
number of Common Shares and/or FT Shares offered and sold pursuant
to the Offering, the timing and ability of the Corporation to
satisfy the customary listing conditions of the TSX Venture
Exchange (if at all), the tax treatment of the FT Shares, and the
timing of incurring the Qualifying Expenditures and the
renunciation of the Qualifying Expenditures (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. This forward-looking information is
based on reasonable assumptions and 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. 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 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.
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.
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SOURCE O3 Mining Inc.