Omineca Mining and Metals Ltd.
Summary
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 Companys 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 that will qualify as flow-through mining expenditures (the Qualifying Expenditures), 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 Offering is anticipated to close on or about March 22, 2023 (Closing), or such later date as the Company may determine. 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. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements.Important factors that could cause actual results to differ materially from the Companys plans or expectations include risks relating to the failure to complete the Offering in the timeframe and on the terms as anticipated by management, market conditions and timeliness regulatory approvals. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended.