Further to its press releases dated September 28, 2021 and October 4, 2021, Otso Gold Corp. (TSX-V: OTSO) is pleased to announce the closing of a non-brokered private placement of 105,650,000 units to Brunswick Gold Ltd at a price of $0.06 per Unit for aggregate proceeds of US$5,000,000. Each Unit consists of one common share and one common share purchase warrant Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.08 per share for a period of five years from the date of issuance.
The proceeds from the Offering will be deployed by Otso to continue its ramp-up to production and for working capital during production.
Additionally, the Company is pleased to confirm that the National Instrument 43-101 Technical Report prepared by John T Boyd Company, the summary of which was announced on August 20, 2021, has been filed on SEDAR.
Further Details of Offering
All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
The Offering is considered a ‘related party transaction’ within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The Company has relied on exemptions from the formal valuation and majority of minority approval requirements in sections 5.5(b) and 5.7(a) of MI 61-101 in respect to completing the Offering, as the fair market value of BGL’s participation was not be more than 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the Offering because the details of the participation therein by related parties of the Company were not settled until shortly prior to the closing of the Offering and the Company wished to close on an expedited basis for business reasons.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release in the United States. Such securities 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 state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About the Company
Otso Gold Corp. wholly owns the Otso Gold Mine near the town of Raahe in Finland. The Otso Gold Mine is developed, fully permitted, has all infrastructure in place, two open pits and is progressing towards production in October 2021.
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We acknowledge the [financial] support of the Government of Canada.