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Ongwe Minerals Inc
Symbol OGW
Shares Issued 42,677,744
Close 2026-06-11 C$ 1.59
Market Cap C$ 67,857,613
Recent Sedar+ Documents

Ongwe Minerals arranges $10-million private placement

2026-06-11 22:39 ET - News Release

Mr. Dave Underwood reports

ONGWE MINERALS ANNOUNCES $10 MILLION LIFE OFFERING AND NON-BROKERED PRIVATE PLACEMENT

Ongwe Minerals Inc. has entered into an agreement with Beacon Securities Ltd. to act as sole bookrunner and together with Research Capital Corp. as co-lead agents, on behalf of a syndicate of agents to be formed, in connection with a best efforts private placement of 7,247,000 common shares in the capital of the company at a price of $1.38 per common share for aggregate gross proceeds to the company of $10,000,860. The common shares will be issued pursuant to the listed issuer financing exemption (as defined below).

In addition, the company has granted the agents an option, exercisable, in whole or in part, at any time up to 48 hours prior to the closing date (as defined herein) to purchase for resale up to an additional 1,087,000 common shares at the issue price for additional gross proceeds of up to $1,500,060.

Contemporaneously with the closing of the LIFE offering, the company intends to complete a non-brokered private placement of up to 2,173,913 common shares at the issue price for aggregate gross proceeds of approximately $3-million.

The company intends to use the net proceeds of the LIFE offering and the private placement for exploration work primarily in respect of its Namibian properties, and for working capital and general corporate purposes as further set out in the offering document.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the common shares issuable under the LIFE offering will be offered for sale to purchasers resident in each of the provinces of Canada, other than Quebec, and/or other qualifying jurisdictions, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The common shares issuable in connection with the private placement will be offered by way of private placement pursuant to applicable exemptions from prospectus requirements (other than in the listed issuer financing exemption) in each of the provinces of Canada and in such other jurisdictions outside of Canada and the United States provided it is understood that no prospectus filing or comparable obligation arises in such other jurisdiction. Closing of the LIFE offering is not conditional upon the closing of the private placement.

There is an offering document dated June 11, 2026, related to the LIFE offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors under the LIFE offering should read this offering document before making an investment decision.

The company has agreed to pay to the agents a cash fee of 6.0 per cent (reduced on certain orders) of the gross proceeds of the LIFE offering and to issue to the agents compensation options entitling the agents to purchase a number of common shares equal to 6.0 per cent (reduced on certain orders) of the common shares issued in connection with the life offering, at the issue price, for a term of 24 months from the closing of the LIFE offering.

The LIFE offering and private placement are expected to close on or about June 25, 2026, and is subject to the company receiving all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange. The common shares issued to Canadian subscribers pursuant to the LIFE offering will not be subject to a hold period pursuant to applicable Canadian securities laws. The common shares issued in connection with the private placement will be subject to a statutory hold period ending four months and a day following the closing date.

The company anticipates certain insiders of the company may participate in the LIFE offering. Any participation in the LIFE offering by insiders constitutes a related party transaction as defined under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. However, the company expects to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 based on the fact neither the fair market value of the common shares subscribed for by the related parties, nor the consideration for the common shares paid by such related parties, would exceed 25 per cent of the company's market capitalization as at the date of this news release.

About Ongwe Minerals Inc.

Ongwe Minerals is a Canadian-listed gold exploration company focused on the discovery and advancement of new gold systems in Namibia. The Ongwe team, previously with Osino Resources (sold to Shanjin International for $368-million), has a history of making and advancing gold discoveries in Namibia, including Osino's Twin Hills (currently in construction) and Eureka deposits, and the advancement and sale of Auryx Gold's Otjikoto gold deposit (in production, sold to B2Gold for $180-million).

The company's current focus is on three promising gold projects in the emerging Northwest Damara gold belt, with a focus on the Omatjete and Khorixas gold projects.

The Omatjete gold project is strategically located along the regional Okondeka fault zone, which also hosts the Kokoseb gold deposit (WIA Gold). Early surface work by Ongwe has led to the discovery of the Manga gold prospect, which has a 4.5-kilometre-by-one-kilometre footprint of gold-in-soil and early scout drilling indicating gold in bedrock. This area has significant growth potential and work is continuing to define the strike extent of the Manga discovery along the Okondeka fault zone.

The Khorixas gold project is situated just 60 kilometres west of Osino's Eureka gold project, adjacent to the northern margin of the Damara orogenic belt. Khorixas hosts two large-scale surface discoveries called Belmont and K17. The Belmont prospect has a surface gold footprint of approximately 12 by six kilometres, and lies between the regional scale, basin margin, Khorixas fault and the Belmont thrust zone. Calcrete and grab sampling to date has indicated 18 target areas.

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