ONGold expands LIFE financing to $9.3 million
Key facts
- C$9.3M PP
- C$0.58/unit
- +0.5 wt @ C$0.88
- Oct 27 close
Toronto, Ontario--(Newsfile Corp. - October 5, 2026) - ONGold Resources Ltd. (TSXV: ONAU) (OTCQB: ONGRF) (" ONGold" or the "Company ") is pleased to announce that it has entered into an amending agreement with Paradigm Capital Inc. (the " Lead Agent "), as lead agent and sole bookrunner, on its own behalf and on behalf of a syndicate of agents (together, the " Agents ") to increase the size of its previously announced "best efforts" private placement pursuant to the Listed Issuer Financing Exemption (as defined herein) from aggregate gross proceeds of up to $5,346,000 to aggregate gross proceeds of up to $9,255,650 (the " Offering "). The upsized Offering consists of the following securities of ONGold:
Up to 7,410,000 units of the Company (the " ON FT Units "), the components of which will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act ( Canada) (the " Tax Act ") and will also qualify as "eligible Ontario exploration expenditures" as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the " Ontario Tax Act ") at a price of $0.81 per ON FT Unit for gross proceeds of up to $6,002,100;
Up to 1,615,000 units of the Company (the " MB FT Units ", together with the ON FT Units, the " FT Units "), the components of which will qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Tax Act) and will also qualify as "flow-through mining expenditures" within the meaning of subsection 11.7(1) of the Income Tax Act (Manitoba) (the " Manitoba Tax Act ") at a price of $0.93 per MB FT Unit for gross proceeds of up to $1,501,950; and
Up to 3,020,000 units of the Company (the " HD Units ", and together with the FT Units, the " Offered Securities ") at a price of $0.58 per HD Unit for gross proceeds of up to $1,751,600.
The option previously granted to the Agents to sell additional Offered Securities for additional gross proceeds of up to $800,000 has been terminated in connection with the upsize.
Each HD Unit shall consist of one (1) common share of the Company (a " Common Share ") and one-half of one (1/2) Common Share purchase warrant of the Company (each whole warrant a " Warrant "). Each whole Warrant shall be exercisable to acquire one (1) Common Share at an exercise price of $0.88 per Common Share, subject to adjustments, for a period of two years following the closing of the Offering.
Each FT Unit shall consist of one (1) Common Share and one-half of one (1/2) Warrant. For greater certainty, the Common Shares and Warrants underlying the FT Units will be issued on a flow-through basis, and any Common Shares issued upon exercise of the Warrants will not be issued on a flow-through basis.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Units, pursuant to the provisions in the Tax Act to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Tax Act), of which (i) for eligible Ontario subscribers, an amount equal to the gross proceeds received by the Company from the sale of the ON FT Units will also qualify as "Ontario exploration expenditures" as defined in subsection 103(4) of the Ontario Tax Act in respect of the Company's exploration properties in Ontario; and (ii) for eligible Manitoba subscribers, an amount equal to the gross proceeds received by the Company from the sale of the MB FT Units will also qualify as "flow-through mining expenditures" within the meaning of subsection 11.7(1) of the Manitoba Tax Act in respect of the Company's exploration properties in Manitoba (collectively, the " Qualifying Expenditures "), on or before December 31, 2027, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Units effective December 31, 2026, in an aggregate amount of not less than the gross proceeds from the sale of the FT Units. The gross proceeds from the sale of the HD Units are anticipated to be used towards working capital and general corporate purposes. The use of proceeds is further described in the Amended Offering Document (as defined below).
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