Mr. Brock Colterjohn reports
ONYX ANNOUNCES UPSIZE OF BROKERED FINANCING TO $18 MILLION AND CONCURRENT $5.6 MILLION NON-BROKERED FINANCING AT $2.43 PER SHARE INVOLVING STRATEGIC INVESTORS
In connection with Onyx Gold Corp.'s previously announced $15-million bought deal private placement, Cormark Securities Inc., together with Canaccord Genuity Corp., on behalf of a syndicate of underwriters, have agreed with the company to increase the size of the bought deal private placement by approximately $3-million for gross aggregate proceeds of $18-million.
The company has also arranged a concurrent non-brokered (NB) private placement priced at $2.43 per NB flow-through (FT) share (as defined below) for gross aggregate proceeds of approximately $5.6-million, involving strategic investors. Between the offering and the non-brokered private placement, the company expects to raise aggregate gross proceeds of approximately $23.6-million (or approximately $25.6-million if the option (as defined below) is exercised in full).
The offering
The offering will consist of the issuance and sale of: (i) 4.74 million common shares of the company that will each qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)), at a price of $2.11 per FT share, for gross proceeds of $10,001,400; and (ii) 5,332,400 common shares of the company at a price of $1.50 per HD (hard-dollar) share, for gross proceeds of $7,998,600, for aggregate gross proceeds to the company of $18-million.
In addition, the company has granted the underwriters an option to further increase the size of the offering by up to an additional $2-million (through the issuance and sale of an additional number of FT shares, HD shares or a combination thereof), on the same terms and conditions as the offering, by giving written notice of the exercise of the option, or a part thereof, to the company at any time up to 48 hours prior to the closing date (as defined below). Unless the context otherwise requires, all references to the offering shall include any FT shares and/or HD shares issued in connection with the exercise of the option.
The company will use an amount equal to the gross proceeds from the sale of the FT shares, pursuant to the provisions in the Income Tax Act (Canada), to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through mining expenditures (as both terms are defined in the tax act) related to the company's projects in Ontario, on or Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the FT shares effective Dec. 31, 2025. If the qualifying expenditures are reduced by the Canada Revenue Agency or the company is unable to renounce the qualifying expenditures, the company will indemnify each subscriber of FT shares, as applicable, for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures as agreed.
The net proceeds from the sale of the HD shares will be used by the company for exploration of its mineral properties and general corporate purposes.
The offering is expected to close on or about Oct. 2, 2025, or such other date as the company and the underwriters may agree, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the conditional approval of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106, Prospectus Exemptions, the FT shares and HD shares will be offered for sale to purchasers resident in all provinces of Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106, as amended and supplemented by Coordinated Blanket Order 45-935, Exemptions from Certain Conditions of the Listed Issuer Financing Exemption. The FT shares and HD shares issued under the listed issuer financing exemption will not be subject to a hold period pursuant to applicable Canadian securities laws.
An amended offering document related to the offering and the use by the company of the listed issuer financing exemption can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.
The non-brokered private placement
The non-brokered private placement will consist of the sale and issuance of the issuance of 2.3 million common shares in the capital of the company that will each qualify as flow-through shares (within the meaning of Subsection 66(15) of the tax act), at a price of $2.43 per NB FT share, for aggregate gross proceeds of $5,589,000.
The company will use an amount equal to the gross proceeds from the sale of the NB FT shares, pursuant to the provisions in the tax act, to incur (or be deemed to incur) qualifying expenditures related to the company's projects in Ontario, on or before Dec. 31, 2026, and to renounce all the qualifying expenditures in favour of the subscribers of the NB FT shares effective Dec. 31, 2025. If the qualifying expenditures are reduced by the Canada Revenue Agency or the company is unable to renounce the qualifying expenditures, the company will indemnify each subscriber of NB FT shares, as applicable, for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures as agreed.
The non-brokered private placement is expected to close on or about the closing date, or such other date as the company and the subscribers may agree, and is subject to certain conditions to closing, including the conditional approval of the TSX Venture Exchange.
The NB FT shares will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws and will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable Canadian securities laws. No finders' fees are payable in connection with the non-brokered private placement.
About Onyx Gold
Corp.
Onyx Gold is a Canadian exploration company focused on well-established mining jurisdictions, with assets in Timmins, Ont., and Yukon. In Timmins, the company holds a 100-per-cent interest in a district-scale portfolio totaling more than 443 square kilometres (km) across three projects: the Munro-Croesus gold property (109 square km), Golden Mile (140 square km) and Timmins South (194 square km). All projects are accessible year-round via existing road networks and benefit from close proximity to regional infrastructure.
In Yukon, Onyx controls four properties in the emerging Selwyn basin, an area of growing exploration significance following several recent discoveries. Guided by an experienced board and management team, Onyx Gold is dedicated to creating shareholder value through discovery, disciplined capital allocation, and a commitment to responsible and sustainable mineral exploration.
We seek Safe Harbor.
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