Omega Pacific Closes First Tranche of Offering

Rhea-AI Summary

Omega Pacific Resources (OTCQB: OMGPF) has completed the first tranche of its non-brokered private placement, raising total gross proceeds of $292,500. The offering consisted of 570,372 flow-through units at $77,000 and 2,155,000 non flow-through units at $215,500.

Each non flow-through Unit includes one common share and one warrant exercisable at $0.15 per share for 2 years, while flow-through Units include one flow-through share and one warrant exercisable at $0.20 per share for 2 years. The company paid $16,450 in finder's fees and issued 155,426 finder's warrants. Additionally, Omega Pacific has terminated its Lekcin property option to focus on the Williams Property in BC's Toodoggone District.

Positive

• Successful completion of first tranche raising $292,500 in gross proceeds
• Proceeds will fund exploration program on Williams Property
• Strategic focus on Williams Property through termination of Lekcin property option

Negative

• Dilution of existing shareholders through issuance of new shares and warrants
• Additional cash expenditure of $16,450 in finder's fees

Vancouver, British Columbia--(Newsfile Corp. - August 18, 2025) - Omega Pacific Resources Inc. (CSE: OMGA) (OTCQB: OMGPF) (FSE: Q0F) ("Omega Pacific" or the "Company") announces the Company has closed the first tranche (the "First Tranche") of its non-brokered private placement (the "Offering") previously announced on June 17, 2025. The First Tranche has resulted in the sale of 570,372 flow-through units (the "FT Units") for gross proceeds of $77,000 and 2,155,000 non flow-through units (the "Units") for gross proceeds of $215,500, for a grand total of $292,500. The proceeds will be used for a planned exploration program on the Williams Property, located on the Williams Property in BC's Toodoggone Dirstrict and for general working capital.

Each Unit consists of one non flow-through common share (a "Share") and one share purchase warrant (a "Unit Warrant") exercisable into one additional non flow-through common share at a price of $0.15 per share for a 2-year period. The Unit Warrants are subject to earlier expiry in the event that the closing price of the common shares exceeds $0.25 for 15 consecutive trading days.

Each FT Unit consists of one flow-through common share (a "FT Share") and one share purchase warrant (a "FT Unit Warrant") exercisable into one additional non flow-through common share at a price of $0.20 per share for a 2-year period. The FT Unit Warrants are subject to earlier expiry in the event that the closing price of the common shares exceeds $0.25 for 15 consecutive trading days.

In connection with the sale of the Units and FT Units, the Company paid a total of $16,450 in cash, and issued an aggregate of 155,426 finder's warrants (the "Finder's Warrants") to eligible finders for certain of the Units and/or FT Units sold. Of these 155,426 Finder's Warrants, 25,926 Finder's Warrants are exercisable at a price of $0.135 per share for up to 2 years from the date of issuance, and 129,500 Finder's Warrants are exercisable at a price of $0.10 per share for up to 2 years from the date of issuance. All of the Finder's Warrants are subject to earlier expiry in the event that the closing price of the common shares exceeds $0.25 for 15 consecutive trading days.

All securities issued are subject to a hold period of four months and one day from the date of issuance.

The flow-through shares will qualify as "flow-through shares" for the purposes of the Income Tax Act (Canada) (the "Act"). The proceeds of the flow-through private placement will be used to incur "Canadian exploration expense" (within the meaning of the Act). The Company will renounce these expenses to the purchasers with an effective date of no later than December 31, 2025, and as required under the Act.

Effective July 24, 2025, the Company has terminated its option agreement for the Lekcin property, located in southwestern BC, in order focus resources and attention on the Williams Property.

About Omega Pacific

Omega Pacific is a mineral exploration company focused on the development of the Williams Property, located in BC's Toodoggone District. The Toodoggone District is emerging as a tier one exploration and development region, attracting interest from major mining companies and strategic investors. In 2024, Omega Pacific discovered a significant bulk tonnage gold system containing robust high-grade gold zones at the GIC Prospect on the Williams Property. Omega Pacific is working to realize the full potential of the Williams Property's mineral endowment.

For more information, please contact:

Omega Pacific Resources Inc.

Jason Leikam, Chief Executive Officer & Director
Tel: +1 (778) 650 4255
Email: jason@omegapacific.ca

The Canadian Securities Exchange has not approved nor disapproved the content of this press release.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made and information contained herein may constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. These statements and information are based on facts currently available to Omega and there is no assurance that the actual results will meet management's expectations. Forward-looking statements and information may be identified by such terms as "anticipates," "believes," "targets," "estimates," "plans," "expects," "may," "will," "could" or "would."

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 may be unable to satisfy all of the conditions to the closing required by the CSE. Omega 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/262985

FAQ

How much did Omega Pacific (OMGPF) raise in the first tranche of its private placement?

Omega Pacific raised $292,500 in total gross proceeds, consisting of $77,000 from flow-through units and $215,500 from non flow-through units.

What are the terms of the warrants issued in Omega Pacific's private placement?

Non flow-through Unit warrants are exercisable at $0.15 per share for 2 years, while flow-through Unit warrants are exercisable at $0.20 per share for 2 years. Both are subject to early expiry if shares exceed $0.25 for 15 consecutive trading days.

How will Omega Pacific (OMGPF) use the proceeds from this offering?

The proceeds will be used for a planned exploration program on the Williams Property in BC's Toodoggone District and for general working capital.

What finder's fees did Omega Pacific pay for this private placement?

Omega Pacific paid $16,450 in cash and issued 155,426 finder's warrants to eligible finders.

Why did Omega Pacific terminate its Lekcin property option?

Omega Pacific terminated the Lekcin property option to focus resources and attention on the Williams Property.