ONGold Announces $7.7 Million Bought Deal Private Placement
Press Release
Toronto, Ontario, September 8, 2025 – ONGold Resources Ltd. (“ONGold” or the “Company”) (TSXV:ONAU) (OTCQB:ONGRF) is pleased to announce that it has entered into an agreement with Paradigm Capital Inc. (the “Lead Underwriter”) as lead underwriter and sole bookrunner, on its own behalf and on behalf of a syndicate of underwriters to be formed (together, the “Underwriters”) pursuant to which the Company will complete a “bought deal” private placement for aggregate gross proceeds of $7,700,137.50 (the “Offering”) consisting of the following common shares of ONGold (“Common Shares”):
- 2,590,700 Common Shares (the “ON FT Shares”) that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the “Tax Act”) and will also qualify as “eligible Ontario exploration expenditures” as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario) (the “Ontario Tax Act”) at a price of $0.965 per ON FT Share for gross proceeds of $2,500,025.50;
- 2,283,200 Common Shares (the “MB FT Shares”, together with the ON FT Shares, the “FT Shares”) that will qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Tax Act) and will also qualify as “flow-through mining expenditures” within the meaning of subsection 11.7(1) of the Income Tax Act (Manitoba) (the “Manitoba Tax Act”) at a price of $1.095 per MB FT Share for gross proceeds of $2,500,104; and
- 3,970,600 Common Shares (the “HD Shares”, and together with the FT Shares, the “Offered Shares”) at a price of $0.68 per HD Share for gross proceeds of $2,700,008.
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, pursuant to the provisions in the Tax Act to incur eligible “Canadian exploration expenses” that qualify as “flow-through mining expenditures” (as both terms are defined in the Tax Act), of which (i) for eligible Ontario subscribers, an amount equal to the gross proceeds received by the Company from the sale of the ON FT Shares will also qualify as “Ontario exploration expenditures” as defined in subsection 103(4) of the Ontario Tax Act in respect of the Company’s exploration properties in Ontario; and (ii) for eligible Manitoba subscribers, an amount equal to the gross proceeds received by the Company from the sale of the MB FT Shares will also qualify as “flow-through mining expenditures” within the meaning of subsection 11.7(1) of the Manitoba Tax Act in respect of the Company’s exploration properties in Manitoba (collectively, the “Qualifying Expenditures”), on or before December 31, 2026, and to renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025, in an aggregate amount of not less than the gross proceeds from the sale of the FT Shares. The gross proceeds from the sale of the HD Shares are anticipated to be used towards working capital and general corporate purposes. The use of proceeds is further described in the LIFE Offering Document (as defined below).
Subject to compliance with applicable regulatory requirements, the Offered Shares will be offered to purchasers resident in all Provinces of Canada (excluding Quebec) pursuant to the listed issuer financing exemption under Part 5A (the “Listed Issuer Financing Exemption”) of National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) as amended and supplemented by Coordinated Blanket Order 45-935 Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The Offered Shares sold pursuant to the Listed Issuer Financing Exemption in Canada will not be subject to resale restrictions under applicable Canadian securities laws. The Offered Shares may be offered or re-sold outside of Canada in offshore jurisdictions as permitted and in the United States pursuant to an exemption from the registration requirements of the United States Securities Act of 1933 (the “U.S. Securities Act”), as amended.
There is an offering document related to the Offering (the “LIFE Offering Document”) that can be accessed under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at www.ongoldresources.com. Prospective investors should read this LIFE Offering Document before making an investment decision.
The Offering is expected to close on or about October 1, 2025 and is subject to the Company receiving all necessary regulatory approvals, including the approval from the TSX Venture Exchange.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.
About ONGold Resources Ltd.
ONGold Resources Ltd. owns significant exploration assets in Northern Ontario and Northern Manitoba, including the district-scale Monument Bay Gold-Tungsten Project, TPK Project, Domain Gold Project and October Gold Project. These projects represent a strategic footprint in some of Canada’s most prolific gold-producing regions.
ONGold Resources Ltd. on behalf of the Board of Directors
Kyle Stanfield, Chief Executive Officer & Director
Contact Information
Kyle Stanfield
Chief Executive Officer
Telephone: 1 (855) 525-0992
Email: info@ongoldresources.com
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