O2Gold Supplies Replace on Quebec Aur Transaction; Closes Closing Tranche of Non-public Placement

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NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

TORONTO, Aug. 23, 2024 (GLOBE NEWSWIRE) — O2Gold Inc. (NEX: OTGO.H) (“O2Gold” or the “Firm”) is happy to supply extra details about the gold mining exploration property in Quebec (the “Property”) that O2Gold intends to not directly purchase by the acquisition of the entire issued and excellent shares of Quebec Aur Ltd. (the “Goal”) pursuant to a share alternate settlement entered into by the Firm with the Goal and its shareholders (the “Shareholders”) dated April 15, 2024 (the “Acquisition”).

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As of the date hereof, one of many Shareholders, Forbes & Manhattan, Inc., owns greater than 10% of the frequent shares of O2Gold and is subsequently a “associated occasion” of the Firm pursuant to Multilateral Instrument 61-101 Safety of Minority Safety Holders in Particular Transactions (“MI 61-101”). Though pursuant to MI 61-101, the Acquisition constitutes a “associated occasion transaction” the Firm expects to depend on an exemption from the formal valuation requirement of MI 61-101. The Firm intends to hunt the approval of its shareholders for the Acquisition in accordance with MI 61-101 and the insurance policies of the TSX Enterprise Trade (the “TSXV”) at its subsequent assembly of shareholders, which is anticipated to be held on September 25, 2024.

The Acquisition is meant to be characterised as a Elementary Acquisition that may outcome within the Firm satisfying the TSX Enterprise Tier 2 Continued Itemizing Necessities, enabling it to qualify to graduate from the NEX board of the TSXV to Tier 2 of the TSXV (as such phrases are outlined within the insurance policies of the TSXV). Completion of the Acquisition is topic to a variety of situations, together with with out limitation, receipt of TSXV approval and the Firm’s commencement to Tier 2 of the TSXV. For extra details about the Acquisition, please see the Firm’s press releases dated April 15, 2024, April 23, 2024, April 24, 2024, and Might 30, 2024, which can be found underneath the Firm’s SEDAR+ profile at www.sedarplus.ca.

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Goal Abstract Monetary Data

As of July 31, 2024, the Goal didn’t maintain any property (aside from the Property), had no revenues, didn’t have any liabilities (aside from the Mortgage (outlined beneath)), and had a internet lack of $1,000. For readability, the monetary data contained on this paragraph is unaudited.

Property Description and Technical Data

The Property is within the Abitibi-Témiscamingue administrative area of the province of Québec. It’s situated instantly north of the municipality of Rouyn-Noranda, close to and across the city of Duparquet. The coordinates of the approximate centroid are 48º31’20″N and 79º16’5″ W (UTM: 627883E and 5375817N, NAD 83, Zone 17). The Property overlies the Hébécourt, Duparquet and Destor townships on NTS map sheets 032D06, 032D07, 032D11 and 032D12.

The Property is the amalgamation of 4 (4) non-contiguous declare blocks (from west to east).

The present Property limits cowl and overlaps many historic mining and exploration properties. The boundaries and names of these properties have modified over time following adjustments in possession, choices, and deserted or added claims.

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The Property has a complete floor space of 9161.84 ha, divided as follows: Block A 2235.50 ha; Block B 5843.41 ha; Block C 779.84 ha; and Block D 303.09 ha. The Property extends 47 km east-west and eight.7 km north-south.

The Property, all blocks mixed, contains 261 claims staked by digital map designation (map-designated cells or “CDC”). A few of these mining titles symbolize historic (“CL”) claims that have been transformed to CDC.

All claims have been in good standing as at July 4, 2024.

A complete of 205 of the 261 claims are topic to royalties payable to varied beneficiaries. One other 48 claims have agreements that apply to the historic protection of the transformed CL claims, during which case a partial royalty applies to the related CDC claims.

The Property is situated inside the Archean Abitibi Subprovince of the southern Superior Province within the Canadian Protect.

The regional geology consists of an Archean volcano-sedimentary assemblage divided into 5 (5) volcanic rock teams (Hunter Mine, Stoughton-Roquemaure, Kinojevis, Blake River and two (2) sedimentary rock teams).

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The Property space is understood for its gold endowment. Gold mineralization is spatially related to the PDDZ in addition to a number of intermediate to felsic porphyry dykes or plugs and alkaline intrusions. The sorts of gold mineralization recognized by earlier work on the Property correspond to quartz-carbonate veins, disseminated sulphides related to porphyritic intrusions, argentiferous quartz veins, disseminated sulphides related to leaching, and sulphides related to volcanogenic large sulfide mineralization. The mineralization of the primary two sorts account for 85% of the recognized showings within the space.

The Property is anticipated to supply O2Gold with an intensive district-scale land place over a 47-km east-west stretch within the south-central a part of the Abitibi greenstone belt.

Restricted until sampling performed between 2021 and 2023 has revealed gold-in-till anomalies. Two of them could also be linked to earlier recognized occurrences of mineralization, and two others are pristine anomalies.

There are not any mineral useful resource estimates for the Property and it’s unsure if additional exploration will end in any goal being delineated as a mineral useful resource.

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Non-public Placement Financings

As well as, the Firm proclaims that it intends to finish finest efforts non-brokered personal placement arduous greenback and flow-through financings for gross proceeds of between $1.5 million ($900,000 arduous greenback and $600,000 flow-through) and $2.0 million ($1,400,000 arduous greenback and $600,000 flow-through) (the “Choices”), or such larger quantity as could also be required to satisfy TSXV-listing necessities. The Firm anticipates that frequent shares and items (every, a “Unit”) of the Firm will likely be issued pursuant to the arduous greenback and flow-through Choices, respectively. Every Unit will likely be issued on a “flow-through foundation” and can consist of 1 frequent share of the Firm and one-half of 1 frequent share buy warrant (every entire warrant, a “Warrant”). Every Warrant will entitle the holder to amass one extra frequent share of the Firm for a interval of 36 months from issuance.

Closing of the Choices is anticipated to happen in late September 2024. All securities issued in reference to the Choices will likely be topic to a statutory maintain interval of four-months and in the future. Completion of the Choices will happen on or earlier than completion of the Acquisition and is topic to a variety of situations, together with with out limitation, receipt of TSXV approval. Finder’s charges could also be paid to eligible finders in accordance with the insurance policies of the TSXV consisting of a money fee equal to as much as 7% of the gross proceeds raised underneath the Choices and finder warrants (“Finder
Warrants”) in an quantity equal to as much as 7% of the variety of frequent shares and Items bought pursuant to the Choices. Every Finder Warrant will entitle the holder thereof to buy one frequent share of the Firm for a interval of 36 months following the time limit of the Choices. The Firm intends to make use of the online proceeds of the Choices for normal company functions and to fund exploration expenditures on the Property.

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The Firm anticipates confirming the quantity and worth of the securities to be issued pursuant the Choices, together with the train worth of the Warrants and Finder Warrants, in a subsequent press launch. Such quantity and worth of securities is anticipated to be calculated based mostly on the Market Worth (as such time period is outlined within the insurance policies of the TSXV) on the date that falls 5 buying and selling days after the frequent shares of the Firm resume buying and selling on the TSXV, which is anticipated in late-August 2024.

Shares for Debt

The Firm can also be happy to announce that, in reference to the Acquisition, it has entered right into a settlement settlement dated August 21, 2024, with the Goal and Q-Gold Sources Ltd. (the “Lender”) to settle all quantities owing by the Goal to the Lender pursuant to a mortgage settlement dated Might 3, 2021 (the “Mortgage Settlement”), by the use of the issuance of seven,000,000 frequent shares of the Firm (“Settlement
Shares”). As of August 20, 2024, the quantity excellent underneath the Mortgage Settlement was $349,041.10 (the “Mortgage”). The Settlement Shares are to be issued at a deemed worth per Settlement Share of $0.05 (the “Settlement”). Peter Michel is the chief monetary officer of each the Firm and the Lender; subsequently, the Lender is a Non-Arm’s Size Occasion (as such time period is outlined within the insurance policies of the TSXV) of the Firm. For extra details about the Mortgage, please see the Firm’s press launch dated April 15, 2024, which can also be obtainable underneath the Firm’s SEDAR+ profile at www.sedarplus.ca.

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The Settlement stays topic to completion of the Acquisition and the approval of the TSXV. In accordance with relevant securities legal guidelines, the Settlement Shares issued pursuant to the Settlement will likely be topic to a 4 month and in the future maintain interval.

Second Tranche Closing

As well as, the Firm is happy to announce that it has closed its second and last tranche of a beforehand introduced non-brokered personal placement financing of frequent shares (every, a “Frequent Share”) at a worth of $0.05 per Frequent Share (the “Ongoing Providing”) for gross proceeds of $100,000 (the “Closing Tranche”). For extra details about the Ongoing Providing and first tranche (the “First Tranche”), please see the Firm’s press releases dated April 24, 2023 and Might 30, 2024, that are additionally obtainable underneath the Firm’s profile on SEDAR+ at www.sedarplus.ca.

Pursuant to the Closing Tranche, O2Gold issued 2 million Frequent Shares at a worth of $0.05 per share. The securities issued in reference to the Closing Tranche are topic to a statutory 4 month maintain interval, which expires on December 22, 2024. Completion of the Providing (together with the First Tranche and the Closing Tranche) is topic to receipt of ultimate approval of the NEX board of the TSXV. No finder’s charges have been paid in reference to the Closing Tranche. The web proceeds of the Closing Tranche are anticipated for use for working capital and normal company functions.

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Certified Individual

The scientific and technical data contained herein has been reviewed and accredited by Stéphane Amireault, a “certified particular person” as outlined in Nationwide Instrument 43-101 – Requirements of Disclosure for Mineral Tasks that’s unbiased of the Firm. Mr. Amireault is anticipated to be appointed as VP Exploration of the Firm following completion of the Acquisition.

About O2Gold

O2Gold is a mineral exploration firm.

For extra data, please contact:

Scott Moore, Chief Government Officer
Cellphone: (416) 861-1685

Cautionary Notes

This press launch incorporates “forward-looking data” inside the which means of relevant Canadian securities laws.
Ahead-looking data consists of, however just isn’t restricted to, statements with respect to the Property, Settlement, Choices, and First Tranche and Closing Tranche, together with the Firm’s supposed use of proceeds, closing situations and timing, the Firm’s means to finish the Acquisition, the Choices, and the Settlement, the receipt of approvals of the TSXV, the resumption of buying and selling of O2Gold’s frequent shares on the TSXV, the appointment of Mr. Amireault as VP Exploration of the Firm, and different issues associated thereto. Typically, forward-looking data will be recognized by means of forward-looking terminology reminiscent of “plans”, “expects” or “doesn’t count on”, “is anticipated”, “funds”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “doesn’t anticipate”, or “believes”, or variations of such phrases and phrases or state that sure actions, occasions or outcomes “could”, “may”, “would”, “would possibly” or “will likely be taken”, “happen” or “be achieved”. Ahead-looking data is topic to recognized and unknown dangers, uncertainties and different elements which will trigger the precise outcomes, stage of exercise, efficiency or achievements of the Firm, because the case could also be, to be materially totally different from these expressed or implied by such forward-looking data, together with however not restricted to: receipt of mandatory approvals; normal enterprise, financial, aggressive, political and social uncertainties; future mineral costs and market demand; accidents, labour disputes and shortages and different dangers of the mining trade. Though the Firm has tried to determine necessary elements that might trigger precise outcomes to vary materially from these contained in forward-looking data, there could also be different elements that trigger outcomes to not be as anticipated, estimated or supposed. There will be no assurance that such data will show to be correct, as precise outcomes and future occasions may differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking data. The Firm doesn’t undertake to replace any forward-looking data, besides in accordance with relevant securities legal guidelines.

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This information launch doesn’t represent a proposal to promote or a solicitation of a proposal to purchase any of the securities in the US. The securities haven’t been and won’t be registered underneath the US Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities legal guidelines and is probably not provided or bought inside the US or to U.S. Individuals until registered underneath the U.S. Securities Act and relevant state securities legal guidelines or an exemption from such registration is out there.

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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