Opus One Announces Closing of Private Placement
NOT FOR DISTRIBUTION TO U.S NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, April 07, 2025 (GLOBE NEWSWIRE) — Opus One Gold Corporation (OOR: TSXV) (“Opus One” or the “Company”), is pleased to announce the first closing of a non-brokered private placement of flow-through shares (“FT Shares”), which qualifies as a “flow-through share” within the meaning of Subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act“) and Section 359.1 of the Taxation Act (Québec) (the “QTA“), for aggregate gross proceeds of $967,750.05 (the “Offering”). In total, the Company issued 14,870,770 FT Shares at a price per FT Share of $0.065.
The gross proceeds from the sale of FT Shares will be used by the Company to incur expenses described in paragraph (f) of the definition of “Canadian exploration expense” (” CEE “) in subsection 66.1(6) of the Tax Act and paragraph (c) of the definition of CEE in section 395 of the QTA, and will be renounced (on a pro rata basis) in favour of the relevant purchaser for both federal and Québec tax purposes no later than December 31, 2025, pursuant to the terms of the subscription agreement entered into between the Company and each purchaser of FT Shares. Such expenses will also qualify as “flow-through mining expenditures” as defined in subsection 127(9) of the Tax Act for the purposes of the federal tax credit described in paragraph (a.2) of the definition of “investment tax credit” in subsection 127(9) of the Tax Act.
For purchasers of FT Shares residing in the Province of Québec, as reported in the Company’s news release dated March 25, 2025 announcing the Offering, 10% of the amount of the CEE will be eligible for inclusion in the deductible “exploration base relating to certain Québec exploration expenses” and 10% of the amount of the CEE will be eligible for inclusion in the deductible “exploration base relating to certain Québec surface mining exploration expenses” (as such terms are defined in sections 726.4.10 and 726.4.17.2 of the QTA, respectively, for the purposes of the deductions described in section 726.4.9 and 726.4.17.1 of the QTA), giving rise to an additional 20% deduction for Québec tax purposes.
The FT Share were offered by way of the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada. The FT Shares are subject to a four-month hold period in Canada following the closing of the Offering. In connection with the Offering, the Company paid $27.887.50 in cash finders fees to arm’s length finders.
The Company expects to proceed shortly with a second closing of the Offering, which remains subject to the final approval of the TSX Venture Exchange (the “TSXV”) and other customary closing conditions.
Stockwatch publication
The Company wishes to comment three (3) publications that were posted on stockwatch.com on April 3, 2025 relating to past private placements of the Company under $0.05. These publications do not relate to any current offering of the Company but concern past offerings completed by the Company for which the TSXV recently issued bulletins for final approval. Such bulletins are automatically published on stockwatch.com when released by the TSXV, regardless of one such offerings were closed.
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 the release.
ABOUT OPUS ONE GOLD CORPORATION
Opus One Gold Corporation is a mining exploration company focused on discovering high quality gold and base metals deposits within strategically located properties in proven mining camps, close to existing mines in the Abitibi Greenstone Belt, north-western Quebec and north-eastern Ontario – one of the most prolific gold mining areas in the world. Opus One holds assets in Val-d’Or and Matagami areas.
For more information, please contact:
Louis Morin
Chief Executive Officer & Director Tel.: (514) 591-3988
Michael W. Kinley, CPA, CA
President, Chief Financial Officer & Director Tel: (902) 402-0388
Visit Opus One’s website: www.OpusOneGold.com
Forward-Looking Information
The information contained herein contains “forward-looking information” within the meaning of applicable Canadian securities legislation. “Forward-looking information” includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including, without limitation, statements with respect to, the completion of the Offering; the expected gross proceeds of the Offering; the use of proceeds from the Offering; the anticipated date for the second closing of the Offering; the receipt of all necessary regulatory and other approvals, including approval of the Exchange; the expected incurrence by the Company of eligible Canadian exploration expenses that will qualify as flow-through mining expenditures; and the renunciation by the Company of the Canadian exploration expenses (on a pro rata basis) to each subscriber of FT Shares by no later than December 31, 2025. Generally, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative connotation thereof.
Such forward-looking information is based on numerous assumptions, including among others, that the results of planned exploration activities are as anticipated, the price of gold, the anticipated cost of planned exploration activities, that general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed and on reasonable terms, that third party contractors, equipment and supplies and governmental and other approvals required to conduct the Company’s planned exploration activities will be available on reasonable terms and in a timely manner. Although the assumptions made by the Company in providing forward-looking information are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Forward-looking information and statements also involve known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known mineral reserves, the limited operating history of the Company, aboriginal title and consultation issues, reliance on key management and other personnel, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, availability of third party contractors, availability of equipment and supplies, failure of equipment to operate as anticipated; accidents, effects of weather and other natural phenomena and other risks associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to the Company set out in the Company’s filings with the Canadian securities regulators and available under Opus One’s profile on SEDAR+ at www.sedarplus.ca.
Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company undertakes no obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
