O2Gold Signs Definitive Agreement for Acquisition of Quebec Gold Mining Exploration Property; Announces Private Placement

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TORONTO, April 15, 2024 (GLOBE NEWSWIRE) -- O2Gold Inc. (NEX: OTGO.H) (“O2Gold” or the “Company”) is pleased to announce that it has entered into a share exchange agreement dated March 21, 2024 (the “Agreement”) with Quebec Aur Ltd., a private Ontario corporation, (the “Target”) and its shareholders, (the “Shareholders”) respecting the purchase of a gold mining exploration property in Quebec through the acquisition of all of the issued and outstanding shares of the Target from the Shareholders (the “Acquisition”). The property consists of 288 mining exploration claims in Quebec (collectively, the “Assets”). A map with further details of the Assets is provided below.

Pursuant to the Agreement, O2Gold has agreed to issue 5 million of its common shares to the Shareholders in exchange for all of the issued and outstanding shares of the Target, at a deemed price per share of $0.05, representing an aggregate amount of $250,000. The Target does not have any material liabilities, other than a loan outstanding in the amount of C$337,369.86 (the “Loan”) owing to a third party. Interest is payable on the principal sum of the Loan, as well as on interest accrued and unpaid, at a rate of 12% per annum.

Peter Michel is the chief financial officer of both the Company and one of the Shareholders, Sulliden Mining Capital Inc. (“Sulliden”). Notwithstanding the shared officers, the Acquisition does not constitute a Related Party Transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) because Sulliden and the Target are not Related Parties of O2Gold (as such terms are defined in MI 61-101). However, the Acquisition may constitute a Related Party Transaction under TSX Venture Exchange (“TSXV”) Policies 1.1, 5.3, and 5.9 as a result of the shared officers. The Acquisition is intended to be characterized as a Fundamental Acquisition that will result in the Company satisfying the TSX Venture Tier 2 Minimum Listing Requirements, enabling it to qualify to graduate from the NEX board of the TSXV to Tier 2 of the TSXV (as such terms are defined in the policies of the TSXV). Trading of the Company’s common shares (“Common Shares”) will remain halted pending receipt and review by the TSXV of acceptable documentation pursuant to section 5.6(d) of TSXV Policy 5.3 regarding Fundamental Acquisitions. O2Gold is not paying any finder’s fees in connection with the Acquisition. The closing of the Acquisition is subject to the satisfaction of customary conditions precedent, including, inter alia, the approval of the TSXV, the provision of applicable legal opinions concerning the titles to the Assets and other closing conditions customarily found in transactions similar to the Acquisition.