Opawica Explorations Inc.

Opawica Explorations Inc.

November 07, 2011 19:13 ET

Opawica Announces Changes to Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 7, 2011) - Opawica Explorations Inc. (TSX VENTURE:OPW) ("Opawica" or the "Company") Further to its news release of October 5, 2011, the Company announces certain amendments to the terms of the private placement disclosed in this earlier release (the "Private Placement"). In accordance with the policies of the TSX Venture Exchange, the exercise price of the warrants issuable in the Private Placement will be $0.10, with the term of the warrants continuing to be 24 months. The size of the Private Placement has also been reduced to 40,800,000 units at $0.05 per unit for total proceeds of $2,040,000. Winston Mining L.P. will subscribe for 30,000,000 units for subscription proceeds of $1,500,000 and, in this regard, the Company has waived the condition precedent to closing as detailed in the October 5, 2011 news release that Winston Mining L.P. have raised $5,000,000 for the purposes of subscribing to the Private Placement. The Private Placement was reduced as a result of advice received that the Private Placement as originally structured would have negative implications to the Company as it would cause the Company to become a "domestic issuer" under U.S. securities laws.

All other terms of the Private Placement remain unchanged. Closing of the Private Placement remains subject to all requisite regulatory approvals and consents as well as subject to shareholder approval to the change of control which would be brought about by the issuance of units to Winston Mining L.P. Shareholder approval will be sought at a shareholders meeting of the Company scheduled for December 15, 2011.

In the interim the Company announces that it intends to proceed with a further private placement (the "Interim Private Placement") of 3,000,000 units at $0.05 per unit, for total proceeds of $150,000, to be applied to general working capital. Each unit in the Interim Private Placement will also consist of one share and one share purchase warrant, having an exercise price of $0.10 and a term of 24 months. Insiders may purchase some of the units offered in the Interim Private Placement. The Interim Private Placement remains subject to the acceptance of the TSX Venture Exchange.


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.

In addition, Opawica owns 7,046,852 shares (19.6%) of Upper Canada Gold Corporation.


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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