Omineca Mining and Metals Ltd. (TSX-V: OMM) announces that it has entered into an agreement with Mackie Research Capital Corporation, as sole agent and sole bookrunner, in connection with a best efforts private placement for aggregate gross proceeds of up to $3,000,000 in a combination of: (i) units of the Company at a price of $0.40 per Unit, and (ii) “flow-through” common shares of the Company (within the meaning of the Income Tax Act (Canada) with respect to “Canadian exploration expenses”, at a price of $0.45 per FT Common Share.

Each Unit will be comprised of one common share of the Company and one-half of one Common Share purchase warrant. Each Warrant shall be exercisable to acquire one Common Share at a price of $0.48 per Warrant Share for a period of 24 months from the closing of the Offering.

The Company intends to use the net proceeds from the Offering for its ongoing exploration drilling program, working capital requirements and other general corporate purposes. The primary focus of Omineca’s lode gold exploration program at the Wingdam gold project is locating the presumed multiple bedrock sources of placer gold recovered by Omineca in the 2012 underground bulk sampling program. The systematic exploration work program also includes rock sampling, soil grid sampling, channel/saw cut sampling, mapping and geophysics.

The net proceeds received by the Company from the sale of the FT Common Shares will be used to incur eligible “Canadian exploration expenses” that are “flow-through mining expenditures” (as such term is defined in the Income Tax Act (Canada)) related to the Wingdam gold project. The Company will renounce such CEE to the purchasers of the FT Common Shares with an effective date of no later than December 31, 2020.

The Agent will have an option to offer for sale up to an additional 15% of the number of Units and FT Common Shares sold in the Offering, which Agent’s Option is exercisable, in whole or in part, at any time up to 48 hours prior to the closing of the Offering.

The Units and FT Common Shares to be issued under the Offering will be offered by way of private placement in each of the provinces of Canada, other than Quebec, and such other jurisdictions as may be determined by the Company, in each case, pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.

The Offering is scheduled to close on or about the week of October 26, 2020, or such date as agreed upon between the Company and the Agent and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Exchange. The Units, FT Common Shares, and the underlying securities comprising of the Units, to be issued under the Offering will have a hold period of four months and one day from Closing.

At Closing, the Company will pay to the Agent a cash commission based on the aggregate gross proceeds arising from the Offering. The Company will also grant the Agent, on the date of Closing, non-transferable compensation options equal to 7.0% of the total number of Units sold pursuant to the Offering (including in respect of any exercise of the Agent’s Option). Each Compensation Option will entitle the holder thereof to purchase one Unit at an exercise price per Compensation Option Unit equal to $0.40 for a period of 24 months following the Closing.

Omineca advises that the insiders of the company may participate in the financing, which will be completed pursuant to available related party exemptions under Multilateral Instrument 61-101. The offering is subject to TSX Venture Exchange approval and all securities are subject to a four-month hold period.

About Omineca Mining and Metals Ltd.

Omineca Mining and Metals Ltd. controls its flagship Wingdam Project and the Fraser Canyon Project through its wholly owned subsidiary CVG Mining Ltd. The Wingdam Project is located 45 km east of Quesnel B.C. on the Barkerville highway. The property includes both placer and hard-rock tenures along the Lightning Creek valley, where topographic conditions created a thick overburden which preserved a large portion of the channel from conventional surface placer mining activity.