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Outback Goldfields closes final tranche of placement

2024-09-16 18:02 ET - News Release

Mr. Chris Donaldson reports

OUTBACK ANNOUNCES FINAL CLOSING OF PRIVATE PLACEMENT FOR TOTAL PROCEEDS OF $5 MILLION

Outback Goldfields Corp. has closed the final tranche of the non-brokered private placement previously announced on April 25, 2024, and June 21, 2024. The offering is being conducted in conjunction with the company's previously announced acquisition of a prospective portfolio of gold projects in Finland (the Finnish assets) from a subsidiary of S2 Resources Ltd., as detailed in the company's press release dated March 1, 2024. Pursuant to the final tranche, Outback issued an additional 64,749,466 subscription receipts at a price of four cents per subscription receipt for gross proceeds of $2,589,978.64. Each subscription receipt, upon satisfaction of the release conditions (as defined herein), will automatically convert into one unit, with each unit comprising one common share of the company and one common share purchase warrant of the company. Each warrant will entitle the holder thereof to purchase one additional share at a price of six cents for a period of three years following the conversion of the subscription receipts.

The total offering raised gross proceeds of $5,003,978.64 issuing a total of 125,099,466 subscription receipts.

"We have been pleased with the participation from new and existing shareholders as well as the extent of institutional funds," commented Chris Donaldson, president and chief executive officer. "We have now raised the funds required to satisfy the terms of the Finnish asset transaction and look forward to closing the transaction, rebranding as Valkea Resources and resuming trading in the coming weeks."

Expiry of the warrants will be subject to acceleration if, following the issuance of the warrants, the closing price of the shares on the TSX Venture Exchange, or other such Canadian stock exchange on which the shares are then principally traded, equals or exceeds 90 cents per share, on a postconsolidation basis, for a period of 20 consecutive trading days during the exercise period. In that case, the company may accelerate the expiry date of the warrants to the date which is 30 trading days from the date notice is given by the company, by way of dissemination of a news release, to the holders of the warrants.

The gross proceeds of the offering will be held in escrow until the closing of the transaction and the satisfaction of certain escrow release conditions. Upon satisfaction of the release conditions, the net proceeds from the offering will be used by the company to finance its acquisition of the Finnish assets, for an initial exploration program on the Finnish assets and for general corporate purposes.

A total of $48,720 was paid in cash and a total of 1,218,000 finders' warrants were issued for finders' fees. Each warrant will entitle the holder thereof to purchase one additional share at a price of four cents for a period of three years following the conversion of the subscription receipts.

Prior to completion of the transaction, Outback expects to complete a consolidation of its outstanding common shares pursuant to which it will issue one postconsolidation share for each 10 preconsolidation shares. The number of units underlying the subscription receipts will be adjusted to reflect the consolidation, such that it is expected that an aggregate of 12,509,947 units will be issued on conversion of the subscription receipts issued pursuant to the initial tranche at a deemed issuance price of 40 cents per unit.

All the securities issuable under the offering will be subject to a four-month hold period from the date of closing of the offering. The offering remains subject to the receipt of all required regulatory approvals, including, without limitation, the approval of the TSX-V.

We seek Safe Harbor.

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