Omega Pacific Announces Private Placement

Rhea-AI Summary

Omega Pacific Resources has announced a non-brokered private placement to raise up to $1,975,000 to fund exploration at its Williams Property in British Columbia's Toodoggone District. The offering includes 7.4M flow-through units at $0.135/unit and 9.5M non-flow-through units at $0.10/unit, with each unit containing one share and one warrant. The flow-through proceeds will be used for Canadian exploration expenses qualifying as flow-through mining expenditures, while non-flow-through proceeds will support exploration and working capital. The company's Williams Property showed promising results in 2024, with drill holes intersecting significant gold mineralization, including 1.69 g/t Au over 104m and 2.16 g/t Au over 96.92m at the GIC Prospect. The 2025 exploration program will focus on a 1,400 x 400m zone to extend mineralization.

Positive

• Strong 2024 drilling results with significant gold mineralization (1.69 g/t Au over 104m and 2.16 g/t Au over 96.92m)
• Mineralization remains open in all directions with a 12km prospective target at GIC Prospect
• Successful fundraising of $1.975M to advance exploration initiatives
• Tax benefits for investors through flow-through shares structure

Negative

• Potential dilution for existing shareholders due to issuance of new shares and warrants
• Early warrant exercise provision could lead to additional dilution if share price exceeds $0.25
• Subject to four-month hold period limiting immediate liquidity

Vancouver, British Columbia--(Newsfile Corp. - June 17, 2025) - Omega Pacific Resources Ltd. (CSE: OMGA) ("Omega Pacific" or the "Company") is pleased to announce a non-brokered private placement financing of up to $1,975,000 (the "Offering") to support its 2025 exploration initiatives at the Williams Property, located in the very active Toodoggone District in northern British Columbia, Canada.

Offering Terms

The Offering will consists of a combination of flow-through units (the "FT Units") and non flow-through units (the "NFT Units") as follows:

• 7,400,000 FT Units at a price of $0.135 per FT Unit. Each FT Unit consists of one flow-through common share (each, a "FT Share") and one (1) share purchase warrant. Each share purchase warrant entitles the holder to purchase one (1) additional non flow-through common share at a price of $0.20 for a period of two (2) years from the date or dates of closing of the Offering (a "Closing Date"). The share purchase warrants will be subject to earlier expiry in the event that the closing price of the common shares exceeds $0.25 for fifteen (15) consecutive trading days.

• 9,500,000 NFT Units at a price of $0.10 per NFT Unit. Each NFT Unit will consist of one (1) non flow-through common share and one (1) share purchase warrant. Each share purchase warrant entitles the holder to purchase one (1) additional non flow-through common share at a price of $0.15 per share for a period of two (2) years from the Closing Date. The share purchase warrants will be subject to earlier expiry in the event that the closing price of the common shares exceeds $0.25 for fifteen (15) consecutive trading days.

The gross proceeds of the issuance of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to Omega Pacific's Williams Property in British Columbia. The Qualifying Expenditures will also qualify as "BC flow-through mining expenditures" as such term is defined in the Income Tax Act (British Columbia). All Qualifying Expenditures will be renounced in favour of the subscribers for the FT Units, effective on or before December 31, 2025. The net proceeds from the sale of the NFT Units will also be used for the exploration and development of the Company's Williams Property, and for general working capital.

The Company may pay finders' fees in accordance with the policies of the Canadian Securities Exchange.

Closing of the Offering is subject to certain customary conditions and no objection from the Canadian Securities Exchange. All securities issued will be subject to a hold period of four months and one day in accordance with applicable securities laws or the policies of the Canadian Securities Exchange.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Williams Exploration Strategy

The GIC Prospect at the Williams Property hosts a robust, bulk tonnage epithermal gold system. All four 2024 drill holes intersected bulk tonnage and localized high grade gold mineralization in multiple zones. WM24-01 intersected 1.69 g/t Au over 104 m and WM22-02ext. returned 2.16 g/t Au over 96.92 m. Mineralization is open in all directions and GIC represents a prospective target distancing over 12 km. The Company's 2025 exploration program will focus on a 1,400 x 400 m zone, seeking to extend mineralization from 2024 drill locations. More information is highlighted in the Company's press release dated June 4, 2025 and will be further detailed as programs commence.

About Omega Pacific Resources

Omega Pacific Resources Ltd. is a Canadian mineral exploration company focused on the discovery and development of precious metal projects in British Columbia. The Company also continues to evaluate prospective assets domestically and internationally. With a talented technical team, Omega Pacific is commitment to responsible exploration with judicious use of capital.

Omega Pacific is dedicated to delivering long-term value to its shareholders and stakeholders.

For further information, please contact:

Omega Pacific Resources Inc.
Tel: +1 (778) 858-8085
Email: jason@omegapacific.ca
Website: www.omegapacific.ca

Neither the CSE nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this press release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this release constitute "forward-looking statements" or "forward-looking information" within the meaning of applicable securities laws including, without limitation, the timing, nature, scope and details regarding the Company's exploration plans and results. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as "may", "would", "could", "will", "intend", "expect", "believe", "plan", "anticipate", "estimate", "scheduled", "forecast", "predict" and other similar terminology, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. These statements reflect the company's current expectations regarding future events, performance and results and speak only as of the date of this release.

Forward looking statements in this press release but are not limited to, statements with respect to the expectations of management regarding the Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for the Offering, and no objection from the CSE in respect of the Offering. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include the CSE objecting to the Offering; the proceeds of the Offering may not be used as stated in this news release; Omega Pacific may be unable to satisfy all of the conditions to the closing required by the CSE. Omega Pacific does not undertake to update any forward-looking statements or information except as may be required by applicable securities laws.

Not for distribution to United States newswire services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/255768

FAQ

What is the size and structure of Omega Pacific's (OMGPF) private placement offering?

Omega Pacific is raising up to $1.975M through 7.4M flow-through units at $0.135/unit and 9.5M non-flow-through units at $0.10/unit, each including share purchase warrants.

What were the key drilling results from Omega Pacific's Williams Property in 2024?

The 2024 drilling at the GIC Prospect revealed significant gold mineralization, with hole WM24-01 intersecting 1.69 g/t Au over 104m and WM22-02ext returning 2.16 g/t Au over 96.92m.

How will Omega Pacific use the proceeds from the private placement?

The flow-through proceeds will fund Canadian exploration expenses at the Williams Property, while non-flow-through proceeds will support exploration and general working capital.

What are the warrant terms in Omega Pacific's private placement?

FT Unit warrants are exercisable at $0.20 and NFT Unit warrants at $0.15, both for two years, with early expiry if shares trade above $0.25 for 15 consecutive days.

What is Omega Pacific's exploration focus for 2025 at the Williams Property?

The 2025 exploration program will focus on a 1,400 x 400m zone at the GIC Prospect, aiming to extend mineralization from 2024 drill locations.