O3 Mining Inc. (TSX-V: OIII)  is pleased to announce the closing of its previously-announced upsized “bought deal” public offering of 18,975,000 units of the Corporation at a price of $1.10 per Unit for aggregate gross proceeds to O3 Mining of $20,872,500, including the exercise in full of the underwriters’ over-allotment option.

Each Unit consists of one common share in the capital of the Corporation and one-half of one Common Share purchase warrant. Each Warrant is exercisable to acquire one Common Share for a period of 24 months from closing of the Public Offering at an exercise price of $1.45 per Common Share.

The Corporation intends to use the net proceeds of the Public Offering to advance the Corporation’s assets in Québec, as well as for working capital and general corporate purposes.

The Units were sold pursuant to an underwriting agreement dated August 22, 2024 among O3 Mining and Canaccord Genuity Corp., as lead underwriter and sole-bookrunner on behalf of a syndicate of underwriters that included CIBC World Markets Inc., Cormark Securities Inc., Eight Capital, National Bank Financial Inc., SCP Resource Finance LP and Velocity Trade Capital Ltd.

In connection with the Public Offering, the Corporation paid to the Underwriters a cash commission of $1,172,097.

The Public Offering was completed pursuant to a prospectus supplement dated August 22, 2024 to O3 Mining’s short form base shelf prospectus dated April 28, 2023, in each of the provinces and territories of Canada, other than Québec, and in those other jurisdictions outside Canada pursuant to exemptions from prospectus and registration requirements.

Certain directors and officers of O3 Mining purchased an aggregate of 1,931,900 Units pursuant to the Public Offering. Participation by the Insiders in the Public Offering is considered a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). O3 Mining is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders’ participation in the Public Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of O3 Mining’s market capitalization. O3 Mining did not file a material change report 21 days prior to closing of the Public Offering, as the Insiders’ participation had not been confirmed at that time and O3 Mining wished to close the transaction as soon as practicable for sound business reasons.

The previously-announced subscription of Units by the Corporation’s strategic investor with participation rights, to be completed on a non-brokered private placement basis, is expected to close within the next week.

The Public Offering and the above-noted private placement are subject to the final approval of the TSX Venture Exchange.

The securities offered pursuant to the Public Offering and private placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the “United States” or “U.S. persons” (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About O3 Mining Inc.

O3 Mining Inc. is a gold explorer and mine developer on the road to produce from its highly-prospective gold camps in Québec, Canada. O3 Mining benefits from the support and expertise of a team of industry leaders as it grows towards becoming a gold producer with several multi-million-ounce deposits in Québec.

O3 Mining is well-capitalized and owns a 100% interest in all its properties (107,000 hectares) in Québec. O3 Mining trades on the TSX Venture Exchange. The Corporation is focused on delivering superior returns to its shareholders and long-term benefits to its stakeholders.