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Omega Pacific Resources Ltd. (CSE: OMGA) (OTCQB: OMGPF) (FSE: Q0F) ("Omega Pacific" or the "Company") announces that it has filed a listed issuer financing exemption offering document (the "Offering Document") in connection with a private placement offering of a minimum of $500,000 and a maximum of $1,000,000 in gross proceeds, representing 5,555,555 and 11,111,111 Units of the Company (the "Units"), respectively, at a price of C$0.09 per Unit (the "LIFE Offering").
Each Unit consists of one common share (a "Share") and one Share purchase warrant (a "Warrant"). Each Warrant is exercisable at a price of C$0.13 per Share for 24 months from the closing date of the Offering (the "Closing Date"). The Warrants are subject to an acceleration clause. If the closing price of the Shares on the Canadian Securities Exchange (the "Exchange") is equal to or greater than $0.25 for 15 consecutive trading days, the Company may accelerate the expiry date of the Warrants by issuing a news release providing notice (the "Acceleration Notice") to holders. In such event, the Warrants will expire on the 30th day following the date of the Acceleration Notice.
The net proceeds from the Offering are intended to be used to support future exploration activities at the Company's Williams Property in BC's Toodoggone District, and for general corporate and working capital purposes, each as detailed in the Offering Document which can be accessed on the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.omegapacific.ca.
The Units will be offered for sale to purchasers resident in Canada, other than Québec, and in such other jurisdictions outside of Canada where the LIFE Offering may lawfully be made, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions, as amended, and supplemented by Coordinated Blanket Order 45-935 - Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. Prospective investors should read this Offering Document before making an investment decision.
Subject to the rules and policies of the Exchange, the securities issuable from the sale of Units to Canadian resident subscribers will not be subject to a hold period under applicable Canadian securities laws. Insiders and certain consultants who participate in the LIFE Offering would be subject to a four-month hold period in respect of securities issued pursuant to applicable policies of the Exchange.
The LIFE Offering is expected to close on or about November 30, 2026, with the closing being subject to customary closing conditions, including no objections from the Exchange. The Company may pay a finder's fee to arm's length finders (each, a "Finder") who introduce participating investors to the Company in connection with the LIFE Offering, consisting of cash and finder's warrants (the "Finder's Warrants"), where permitted by applicable securities laws and the CSE. Each Finder's Warrant will have the same terms as the warrants forming part of the Units.
About Omega Pacific Resources
Omega Pacific Resources Ltd. is a Canadian mineral exploration company focused on the discovery and development of precious metal projects in British Columbia. The Company also continues to evaluate prospective assets domestically and internationally. With a talented technical team, Omega Pacific is committed to best practices in responsible exploration with judicious use of capital. Omega Pacific is dedicated to delivering long-term value to its shareholders and stakeholders.
On behalf of the Board of Directors,
"Jason Leikam"
Jason Leikam
CEO, Director
Forward-Looking Statements: This news release may contain certain "forward-looking statements" and "forward looking information" within the meaning of applicable Canadian and United States securities laws. When used in this news release, the words "intend", "assume", "may", "will", or "could" and similar words or expressions are intended to identify forward looking statements or information.
Forward-looking statements in this news release include, without limitation, statements regarding the Company's intentions, statements respecting completion of the LIFE Offering, plans and future actions described herein and the terms thereon. Forward-looking statements are based on certain assumptions, including, without limitation, assumptions regarding: (i) the Company's ability to complete the LIFE Offering on the terms described; (ii) investor interest and market conditions supporting the sale of the minimum or maximum number of Units; (iii) the timely receipt of all required regulatory and stock exchange approvals; (iv) the Company's continued eligibility to rely on the listed issuer financing exemption under National Instrument 45-106; (v) the expected timing of closing and the absence of unforeseen delays; (vi) the Company's ability to execute its near-term operational and business objectives following completion of the LIFE Offering; and (vii) general economic, market, and industry conditions remaining stable enough to support the Offering and the Company's plans. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements.
The Company does not undertake any obligation to update or revise any forward-looking statements or forward-looking information to reflect new information, future events or otherwise, except as required by applicable laws, rules and regulations.
Neither the Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/322626