Opawica Explorations Inc.
TSX VENTURE : OPW

Opawica Explorations Inc.

October 05, 2011 13:07 ET

Opawica Announces $5,540,000 Private Placement, Proposed Change to Board of Directors, Restructuring of Royalty and Resignation of Chief Executive Officer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 5, 2011) - Opawica Explorations Inc. (TSX VENTURE:OPW) ("Opawica" or the "Company") is pleased to announce that it intends to carry out a private placement of 110,800,000 units at a price of $0.05 per unit for total proceeds of $5,540,000. Each unit will be comprised of one common share and one share purchase warrant, each such warrant entitling the holder to acquire a further common share of the Company at a price of $0.065 for a term of 24 months. The Company intends to use the proceeds of the investment to accelerate the development of the Company's Atikwa Lake Gold-Copper Project, payout the existing management and employee contracts that would be terminated pursuant to the proposed transaction and for other corporate purposes.

In accordance with the terms of a letter of intent entered into with Winston Mining LP ("Winston"), an entity affiliated with Churchill Natural Resource Partners LP, Winston is to subscribe for 100,000,000 units for subscription proceeds of $5,000,000. The balance of the private placement will be funded by certain other subscribers.

Conditional on the closing of the private placement, the Company has agreed with Winston that the Board of Directors will be changed and the existing directors will resign and be replaced by Danny Wettreich, the Managing Partner of Winston, as Chairman and Chief Executive Officer and certain other nominees of Winston as directors.

Danny Wettreich has more than 38 years of experience in venture capital, private equity, and management of publicly traded companies. He has been Chairman and CEO of Churchill Venture Capital L.P., a Dallas, Texas private equity business, for more than 20 years. He has been a director of public companies listed on NASDAQ, the American Stock Exchange, the London Stock Exchange, the AIM Market of the London Stock Exchange, and the former Vancouver Exchange. These public companies have been in diverse businesses in internet technologies, oil and gas, retailing, telecommunications, media and real estate. He has facilitated 12 private companies to become publicly traded by the reverse merger process. He is a graduate of the University of Westminster with a B.A. in Business. For more information on Mr. Wettreich please visit www.dannywettreich.com.

Under the terms of the proposed agreement with Winston Mining LP, prior to closing, Opawica would not undertake any significant corporate actions or expenditures, other than direct and indirect expenditures relating to the ongoing drill program on the Atikwa Lake property and normal ongoing overhead cash, without the written approval of Winston, which approval would not be unreasonably withheld.

Closing of the transactions set forth above, anticipated to occur on or before December 15, 2011, is conditional upon Winston raising $5,000,000 for the purpose of subscribing to and completing the private placement, as well as compliance with the policies of the TSX.V and general corporate and securities laws applicable to the transactions including OPW shareholder approval. Either party has the right at their sole discretion to terminate the transactions contemplated at any time prior to closing.

Danny Wettreich states: "The objective of the new directors will be to transform Opawica in a relatively short period of time into a cash flow natural resource business with enhanced prospects for future growth."

The Company also announces that it has reached agreement to defer the $200,000 in advance royalty payments currently outstanding on the Atikwa Lake property. Under the terms of the agreement the Company is to pay the royalty holder $25,000 forthwith and pay a further $175,000 on or before September 30, 2012. The deferred amount shall accrue interest at 5% per annum payable quarterly commencing January 31, 2012.

Further, the Company announces that Michael Meyers has resigned as the President and Chief Executive Officer of the Company effective immediately. Donald (Dan) Clark, the Chairman of the Company, will assume the role of Chief Executive Officer. Mr. Meyers will continue as a director of the Company.

OPAWICA EXPLORATIONS INC.

Opawica is a Canadian mineral exploration company that has been operating as such for over 30 years. The Company owns 100% of the Atikwa Lake project near Kenora, Ontario, and may acquire up to 100% of the Cascallen-Whitesides property in the West Timmins gold district, Ontario (subject to closing conditions, see March 25, 2011 Opawica press release) and owns 100% of the Bro Property which is a precious and base metal prospect located in Yukon, Canada.

Opawica owns 7,046,852 shares (19.6%) of Upper Canada Gold Corporation ("UCC"). UCC owns 100% of the Dingman gold-aggregate property, Ontario, consisting of an open pit Indicated resource of 11,600,000 tonnes at 0.97 g/t Au for 361,000 ozs Au.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release of Opawica contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Opawica's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding Opawica's expectations regarding ownership, entitlements, drilling and exploration activities on properties in which Opawica has, or believes it has an interest. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements, and readers are cautioned not to place undue reliance on these forward-looking statements. Any factor could cause actual results to differ materially from Opawica's expectations. Opawica undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, unless otherwise required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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