Opus One Gold Corporation Announces Closing of First Tranche of Announced Private Placement

MONTREAL, Aug. 13, 2024 (GLOBE NEWSWIRE) -- Opus One Gold Corporation (OOR: TSXV) (“Opus One Gold” or the “Company”), is pleased to announce the closing of the first tranche of its previously announced non-brokered private placement (the “Offering”) for gross proceeds of up to C$500,000 from the sale of units of the Company (the “Units”).

In total, the Company issued 13,050,000 Units for gross proceeds of $261,000 at a price per Unit of $0.02 and was be comprised of one common share of the Company (a “Share”) and one common share purchase warrant (each a “Warrant”, and together, the “Warrants”), with each Warrant entitling the holder to acquire one common share (each a “Warrant Share”) at an exercise price of $0.05 per Share for a period of 24 months following the closing of the offering.

The Units were offered by way of the “accredited investor” exemption under National Instrument 45-106 – Prospectus Exemptions in all the provinces of Canada. The Units, Shares, Warrants and Warrant Shares are subject to a four-month hold period in Canada following the closing of the Offering. In connection with the Offering, the Company has not paid any finder’s fees or issued any finder warrants.

Closing is subject to the approval of the TSX Venture Exchange and other customary closing conditions.

Related Party Transaction

Michael Kinley, an officer and director of the Company, indirectly purchased 500,000 Units for proceeds of $10,000, and Patrick Fernet, a director of the Company, 2,000,000 Units for a total consideration of $40,000. Mike Kinley and Patrick Fernet are hereinafter referred to as the “Insiders”.

The Insiders are considered “related parties” and “insiders” of the Company for the purposes of applicable securities laws and stock exchange rules. The subscription and issuance of Units by the Insiders constitutes related party transactions but is exempt from the formal valuation and minority approval requirements of Regulation 61-101 - Protection of Minority Security Holders in Special Transactions as neither the fair market value of the common shares and common share purchase warrants issued to each of the Insiders, nor the consideration paid by such Insiders, exceeds 25% of the Company’s market capitalization. The Insiders abstained from voting on all matters relating to the Offering.