Omineca Mining and Metals Launches Private Placement Offerings

Omineca Mining and Metals Ltd. has announced concurrent non-brokered private placements, making the offerings available to all existing shareholders. The company is aiming to raise a total of $1,000,000 through the sale of both common share units and flow-through units.

Omineca will issue 10,000,000 common share units at $0.05 each and 8,333,333 flow-through units at $0.06 each. The flow-through units will allow the company to incur eligible Canadian exploration expenses, specifically targeting the Wingdam Lode Gold Project in British Columbia. These expenditures must be made by December 31, 2027, and will be renounced to the initial purchasers with an effective date no later than December 31, 2026.

Proceeds from the sale of the common share units will be used for hard-rock exploration at the Wingdam Lode Gold Project and general working capital. Each common share unit will consist of one common share and one common share purchase warrant. Each flow-through unit will include one flow-through share and one-half of one warrant. The warrants will entitle the holder to purchase one additional common share at an exercise price of $0.07 for a period of 24 months from the closing date.

The company has structured these offerings to ensure that current shareholders have the opportunity to participate, regardless of their accredited investor status. The offerings are available to all holders of common shares as of the date of this news release, using the Existing Security Holder Prospectus Exemption available under applicable Canadian securities laws. Accredited investors, as well as other subscribers who qualify under available prospectus exemptions, are also eligible to participate.

Under the terms of the Existing Security Holder Prospectus Exemption, a subscriber who has not received advice regarding the suitability of the investment from a person registered as an investment dealer in the subscriber’s jurisdiction may not invest more than $15,000 in securities of the company under that exemption in any 12-month period.

The securities issued under the Offerings will be subject to a four-month hold period under applicable Canadian securities laws and the policies of the TSX Venture Exchange. Closing of the Offerings is subject to TSXV acceptance and other customary conditions. Omineca may pay finder’s fees in connection with the Offerings in accordance with TSXV policies.

Insiders of the company will be participating in the Offering, as per available related party exemptions under Multilateral Instrument 61-101. There is no individual minimum subscription amount required to participate in the Offerings, and the company reserves the right to accept or reject any subscription in whole or in part and to close the Offerings in one or more tranches.

Omineca Mining and Metals Ltd. operates the Wingdam hard rock exploration and placer gold recovery projects, which are located along the Barkerville Highway, 45 km east of the City of Quesnel. The Wingdam Property includes mineral tenures totaling 61,392 hectares and in excess of 15 linear kilometers of placer claims, both encompassing the Lightning Creek valley where topographic conditions preserved a large portion of a buried paleochannel containing placer gold-bearing gravels. The company also has a program exploring for the potential multiple hard rock sources of the placer gold at Wingdam.

The Fraser Canyon Project, part of Omineca’s original acquisitions in the Cariboo Mining District, is located 12 kilometers northwest of Quesnel, BC, and is slated to reinitiate the development of the underground paleochannel for the recovery of placer gold. Historically, two mines north and south of the Fraser River collectively produced 1,482 oz of raw placer gold.