/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES./
SASKATOON, SK, Dec. 17, 2021 /CNW/ - Omineca Mining and Metals
Ltd. (TSXV: OMM) ("Omineca" or the
"Company") announces a non-brokered private placement
of 6,250,000 flow-through units of the Company (the "FT
Units") at a price of $0.16 per
FT Unit for gross proceeds of $1,000,000 (the "Offering"). Each FT Unit
consists of one "flow-through" common share of the Company that
will qualify as a "flow through share" within the meaning of
subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and
one-half (½) of one common share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant is exercisable to
acquire one common share of the Company (a "Warrant Share")
at a price of $0.24 per Warrant Share
for a period of 24 months from the closing of the Offering, subject
to early expiry if, commencing four months after the closing of the
Offering, the daily volume weighted average trading price of the
common shares of the Company exceeds $0.30 for 5 consecutive trading
days.
The gross proceeds received by Omineca from the sale of the FT
Units will be used to incur eligible "Canadian exploration
expenses" ("CEE") that are "flow-through mining
expenditures" (as such term is defined in the Income Tax Act
(Canada)). Omineca will
renounce such CEE to the purchasers of the FT Units with an
effective date of no later than December 31,
2021.
Red Cloud Securities Inc. (the "Finder") is acting as a
finder in connection with the Offering. Omineca will pay
finder's fees based on the gross proceeds from the sale of FT Units
to subscribers sourced by the Finder in accordance with applicable
securities laws and the policies of the TSX Venture Exchange.
The FT Units to be issued under the Offering will be offered by
way of private placement in each of the provinces of Canada pursuant to applicable exemptions from
the prospectus requirements under applicable securities laws. The
Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals including the
approval of the TSX Venture Exchange. The FT Units to be issued
under the Offering will have a hold period of four months and one
day from closing.
About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd. controls its flagship Wingdam
Project and the Fraser Canyon Project through its wholly owned
subsidiary CVG Mining Ltd. The Wingdam Project is located 45 km
east of Quesnel B.C. on the Barkerville highway. The
property includes both placer and hard-rock tenures along the
Lightning Creek valley, where topographic conditions created a
thick overburden which preserved a large portion of the channel
from conventional surface placer mining activity.
This news release does not constitute an offer to sell, or
the solicitation of an offer to buy securities in any jurisdiction
in which such offer or solicitation would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
The securities described herein have not been, and will not
be, registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or the securities
laws of any state of the United
States, and may not be offered or sold in the United
States or to, or for the account or benefit of, any U.S.
Person (as defined in Regulation S of the Securities Act) or a
person in the United States,
unless an exemption from such registration requirements is
available.
Forward Looking Statements
This release includes forward-looking statements regarding
Omineca and its business. Such statements are based on the current
expectations and views of future events of Omineca's management. In
some cases, the forward-looking statements can be identified by
words or phrases such as "may", "will", "expect", "plan",
"anticipate", "intend", "potential", "estimate", "believe" or the
negative of these terms, or other similar expressions intended to
identify forward-looking statements. The forward-looking events and
circumstances discussed in this release may not occur and could
differ materially as a result of the failure to consummate the
financing, the economic feasibility of the Company's mining
properties, known and unknown risk factors and uncertainties
affecting Omineca, including risks regarding the resource industry,
economic factors and the equity markets generally and many other
factors beyond the control of Omineca. No forward-looking statement
can be guaranteed. Forward-looking statements and information by
their nature are based on assumptions and involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, performance or achievements, or industry results, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statement
or information. Accordingly, readers should not place undue
reliance on any forward-looking statements or information.
Forward-looking statements speak only as of the date on which they
are made and Omineca undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events, or otherwise, except as required by
applicable securities laws.
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