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Outback Goldfields name change to Valkea, rollback

2024-09-25 17:59 ET - Change Name, Roll Back Shares

The TSX Venture Exchange has accepted for filing the company's reverse takeover, which includes the following transactions.

Name change and consolidation

Pursuant to a resolution passed by the directors of the company on Aug. 29, 2024, the company has consolidated its capital on a one-new-for-10-old basis. The name of the company has also been changed as follows.

Effective at the opening, Friday, Sept. 27, 2024, the common shares of Valkea Resources Corp. will commence trading on the TSX Venture Exchange and the common shares of Outback Goldfields Corp. will be delisted.

The company is classified as a junior natural resource mining company.

Postconsolidation

Capitalization:  unlimited shares with no par value, of which 32,245,702 shares are issued and outstanding

Transfer agent:  Odyssey Trust Company

Trading symbol:  OZ (unchanged)

Cusip No.:  91916W 10 1 (new)

Escrowed:  13.75 million common shares

Escrow term:  three years

Private placement -- non-brokered

The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement announced April 25, 2024. The private placement raised $5,003,978.64 through the issuance of 125,099,466 subscription receipts at a price of four cents per subscription receipt (40 cents on a postconsolidation basis). Each subscription receipt automatically converted into one common share and one common share purchase warrant on closing of the reverse takeover transaction.

Financing type:  non-brokered private placement

Gross proceeds:  $5,003,978.64

Offering:  12,509,947 common shares with 12,509,947 warrants (postconsolidation)

Offering price:  40 cents per postconsolidation common share

Warrant exercise terms:  60 cents per postconsolidation warrant to purchase one postconsolidation common share for a three-year period, subject to an accelerated expiry

Commissions in securities:  1,218,000 finders' warrants (postconsolidation)

Commission terms:  Each non-transferable warrant is exercisable at 40 cents to purchase one postconsolidation common share for a three-year period, subject to an accelerated expiry.

Disclosure:  Refer to the company's news releases dated June 21, 2024, and Sept. 16, 2024, available on SEDAR+.

Private placement -- non-brokered bridge financing

Financing type:  non-brokered private placement

Gross proceeds:  $60,000

Offering:  150,000 postconsolidation common shares with 150,000 warrants

Offering price:  40 cents per postconsolidation common share

Warrant exercise terms:  60 cents per postconsolidation warrant to purchase one postconsolidation common share for a three-year period, subject to an accelerated expiry

Commissions in securities:  9,000 finders' warrants (postconsolidation)

Commission terms:  Each non-transferable warrant is exercisable at 40 cents (postconsolidation) to purchase one postconsolidation common share for a three-year period, subject to an accelerated expiry.

Disclosure:  Refer to the company's news releases dated Aug. 23, 2024, and Sept. 5, 2024, available on SEDAR+.

Reverse takeover transaction

Under a share purchase agreement between Valkea Resources Corp. (formerly Outback Goldfields Corp.), S2 Resources Ltd. (Australian Securities Exchange listed (S2R)) and Norse Exploration Pty. Ltd., the company acquired S2's wholly owned Finnish subsidiary, Sakumpu Exploration Oy., which holds all of S2's portfolio of gold projects in Finland. The consideration under the acquisition agreement is $7-million, comprising a $1.5-million cash payment and the issuance of $5.5-million in common shares (being 13.75 million common shares) of the company.

The exchange has been advised that the above transactions, approved by shareholders on Sept. 3, 2024, have been completed.

Further information on these transactions is available in news releases dated March 1, 2024, to Sept. 18, 2024, and in the company's information circular dated July 31, 2024, available on SEDAR+.

Resume trading

Effective at the opening on Friday, Sept. 27, 2024, the common shares of Valkea Resources will resume trading on the TSX Venture Exchange

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