(TheNewswire)
Toronto, ON – TheNewswire – October 4, 2021 – Further to its press release dated September 28, 2021,Otso Gold Corp. (“ Otso ” or the “ Company ”),(TSXV:OTSO) (OTC:FIEIF) ispleased to announce a non-brokered private placement of up to105,650,000 units (each, a " Unit ") to Brunswick Gold Ltd(" BGL ") at a price of $0.06 per Unit for aggregate proceedsof up to US$5,000,000 (the " Offering "). Each Unit will consist of onecommon share (each, a " Common Share ") and one common sharepurchase warrant (each, a " Warrant "). Each Warrant will entitlethe holder thereof to purchase one Common Share at a price of $0.08per share for a period of five years from the date of issuance.
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 inaccordance with applicable securities legislation. Closing of theOffering is subject to a number of conditions, including receipt ofall necessary corporate and regulatory approvals, including the TSXVenture Exchange. The net proceeds from the Offering will be used bythe Company for ramping up towards full commercial production of theOtso Gold Mine and for general working capital.
The Offering is considered a ‘related partytransaction’ within the meaning of Multilateral Instrument 61-101 Protection of MinoritySecurity Holders in Special Transactions (" MI61-101 "). The Company intends to rely onexemptions from the formal valuation and majority of minority approvalrequirements in sections 5.5(b) and 5.7(a) of MI 61-101 in respect tocompleting the Offering, as the fair market value of BGL'sparticipation will not be more than 25% of the Company's marketcapitalization.
This news release does not constitute an offer to sellor 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, asamended (the "U.S.Securities Act "), or any state securitieslaws, and, accordingly, may not be offered or sold within the UnitedStates, 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 orpursuant to an exemption from such registration requirements.
For furtherinformation, please contact:
Clyde Wesson
Vice President
1 917 287 0716
info@otsogold.com
www.otsogold.com
Caution
The Company cautions that it has notdefined or delineated any proven or probable reserves for the OtsoMine Project and mineralization estimates may therefore require adjustment or downwardrevision based upon further exploration or development work or actualproduction experience. Mineral resources that are not mineral reservesdo not have demonstrated economic viability.
The Company also cautions that thedecision by the Company to proceed to develop the Osto Mine Projectand extract mineralization proceeded without the Company firstestablishing reserves supported by a technical report and completing apre-feasibility or feasibility study. Accordingly, there is a higherrisk of technical and economic failure at Osto because developmentproceeded without first establishing reserves supported by a technicalreport and completing a feasibility study. This is particularlyrelevant as the Company has proceeded with development at Osto onindicated and inferred resources without first completing apreliminary economic report.
Forward-lookingStatements
This press release containsforward-looking statements regarding the Company based on currentexpectations and assumptions of management, which involve known andunknown risks and uncertainties associated with our business and theeconomic environment in which the business operates. All suchstatements are forward-looking statements under applicable Canadiansecurities legislation. Any statements contained herein that are notstatements of historical facts may be deemed to be forward-lookingstatements. By their nature, forward-looking statements require us tomake assumptions and are subject to inherent risks and uncertainties.We caution our readers of this press release not to place unduereliance on our forward-looking statements as a number of factorscould cause actual results or conditions to differ materially fromcurrent expectations. Please refer to the risks set forth in theCompany's continuous disclosure documents that can be found on SEDAR( www.sedar.com ) under the Company’s issuer profile. TheCompany does not intend, and disclaims any obligation, except asrequired by law, to update or revise any forward-looking statementswhether as a result of new information, future events orotherwise.
About the Company
Otso Gold Corp. wholly owns the Otso Gold Mine near thetown of Raahe in Finland. The Otso Gold Mine is developed, fullypermitted, has all infrastructure in place, two open pits and isprogressing towards production in October 2021 to ramp up towardsprocessing ore at name plate capacity of 2 million tonnes perannum.
Neither the 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 thisrelease.
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