Outback Goldfields Corp. (TSX-V: OZ) (OTCQB: OZBKF) is pleased to announce that it has closed the initial tranche of the non-brokered private placement previously announced on April 25, 2024. The Offering is being conducted in conjunction with the Company’s previously announced acquisition of a prospective portfolio of gold projects in Finland  from a subsidiary of S2 Resources Ltd., as detailed in the Company’s press release dated March 1, 2024.

Pursuant to the Initial Tranche, Outback issued 60,350,000 subscription receipts at a price of $0.04 per Subscription Receipt for gross proceeds of $2,414,000. Each Subscription Receipt, upon satisfaction of the Release Conditions (as defined herein), will automatically convert into one unit, with each Unit comprising of one common share of the Company and one common share purchase warrant of the Company. Each Warrant will entitle the holder thereof to purchase one additional Share at a price of $0.06 for a period of three years following the conversion of the Subscription Receipts.

The Company expects to close a final tranche of the Offering on or around July 31, 2024 for gross proceeds of $5,000,000.

“We have been pleased with the participation from new and existing shareholders as well as the extent of institutional funds.  We are well on our way to raising the funds required to satisfy the terms of the Finnish asset transaction.”  Commented Chris Donaldson, President and CEO

Expiry of the Warrants will be subject to acceleration if, following the issuance of the Warrants, the closing price of the Shares on the TSX Venture Exchange, or other such Canadian stock exchange on which the Shares are then principally traded, equals or exceeds $0.90 per Share, on a post-Consolidation basis, for a period of twenty consecutive trading days during the exercise period. In that case, the Company may accelerate the expiry date of the Warrants to the date which is 30 trading days from the date notice is given by the Company, by way of dissemination of a news release, to the holders of the Warrants.

The gross proceeds of the Offering will be held in escrow until the closing of the Transaction and the satisfaction of certain escrow release conditions. Upon satisfaction of the Release Conditions, the net proceeds from the Offering will be used by the Company to fund its acquisition of the Finnish Assets, for an initial exploration program on the Finnish Assets and for general corporate purposes. If the Release Conditions are not met within 90 days of closing of the Initial Tranche then all funds will be released from escrow and returned to subscribers.

Prior to completion of the Transaction, Outback expects to complete a consolidation of its outstanding common shares pursuant to which it will issue one post-consolidation Share for each ten pre-consolidation Shares. The number of Units underlying the Subscription Receipts will be adjusted to reflect the Consolidation, such that it is expected that an aggregate of 6,035,000 Units will be issued on conversion of the Subscription Receipts issued pursuant to the Initial Tranche at a deemed issuance price of $0.40 per Unit.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

All the securities issuable under the Offering will be subject to a four-month hold period from the date of closing of the Offering. The Offering remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the TSXV.