Omineca Mining and Metals Ltd. (TSX-V: OMM) is pleased to announce that it has closed its previously announced brokered private placement offering of 29,272,675 flow-through units of the Company at a price of $0.11 per FT Unit for aggregate gross proceeds of approximately $3.2 million, including the full exercise of the agent’s option. The Offering was led by Research Capital Corporation as the sole agent and sole bookrunner.

Each FT Unit was comprised of one common share of the Company and one purchase warrant of the Company, each of which qualifies as a “flow-through share” within the meaning of subsection 66(15) of the Income Tax Act (Canada). Each Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $0.14 for a period of 36 months from the Closing Date (as defined herein).

The Offering was conducted pursuant to the amendments to National Instrument 45-106 – Prospectus Exemptions set forth in Part 5A thereof to purchasers resident in Canada, except Québec. The Common Shares and Warrants underlying the FT Units offered under the Listed Issuer Financing Exemption will not be subject to resale restrictions pursuant to applicable Canadian securities laws.

The gross proceeds from the sale of FT Units will be used for exploration expenses on the Company’s Wingdam gold project in British Columbia as Canadian exploration expenses, as defined in paragraph (f) of the definition of “Canadian exploration expense” in subsection 66.1(6) of the Tax Act, and “flow through mining expenditures”, as defined in subsection 127(9) of the Tax Act, which will be incurred on or before December 31, 2024 and renounced with an effective date no later than December 31, 2023 to the initial purchasers of FT Units.

The Company paid the Agent a 6.5% cash commission based on the aggregate gross proceeds from the Offering, subject to a reduction for certain orders on a “president’s list”. The Company also granted the Agent, on the date of hereof, non-transferable broker warrants equal to 6.5% of the total number of FT Units sold pursuant to the Offering, subject to a reduction for certain orders on the “president’s list”. Each Broker Warrant entitles the holder thereof to purchase one unit of the Company (comprised of a Common Share and a Warrant) at an exercise price of $0.11 per unit for a period of 36 months following the Closing Date.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act“) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

About Omineca Mining and Metals Ltd.

Omineca Mining and Metals Ltd.’s flagship Wingdam gold exploration and placer recovery project is located along the Barkerville Highway 45 km east of the City of Quesnel. The Wingdam Property includes mineral tenures totaling over 61,392 hectares (613 square kms) and in excess of 15 linear kilometers of placer claims, both encompassing the Lightning Creek valley where topographic conditions created thick layers of overburden, which preserved a large portion of a buried paleochannel containing placer gold-bearing gravels. Omineca also has an exploration and diamond drill program currently underway exploring for the potential multiple hard rock sources of the placer gold at Wingdam.