Omineca Closes Fully Subscribed Private Placement Financing

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./

SASKATOON, SK, Dec. 29, 2021 /CNW/ - Omineca Mining and Metals Ltd. (TSXV: OMM) ("Omineca" or the "Company") announces the closing of its previously announced non-brokered private placement of 6,250,000 flow-through units of the Company (the "FT Units") for gross proceeds of $1,000,000 (the "Offering"). The gross proceeds received by Omineca from the sale of the FT Units will be used to incur eligible "Canadian exploration expenses" ("CEE") that are "flow-through mining expenditures" (as such term is defined in the Income Tax Act (Canada)). Omineca will renounce such CEE to the purchasers of the FT Units with an effective date of no later than December 31, 2021.

Each FT Unit consists of one "flow-through" common share of the Company that will qualify as a "flow through share" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (each, a "FT Share") and one-half (½) of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable to acquire one common share of the Company (a "Warrant Share") at a price of $0.24 per Warrant Share for a period of 24 months from the closing of the Offering, subject to early expiry if, commencing four months after the closing of the Offering, the daily volume weighted average trading price of the common shares of the Company exceeds $0.30 for 5 consecutive trading days.

The FT Units, and the underlying securities comprising the FT Units issued under the Offering are subject to a statutory hold period expiring on April 30, 2022.

In connection with the Offering the Company paid Red Cloud Securities Inc. (the "Finder") a finder's fee of $59,500 and issued to the Finder 371,875 non-transferrable compensation warrants (the "Compensation Warrants"). Each Compensation Warrant entitles the holder thereof to purchase one common share of the Company (a "Compensation Warrant Share") at an exercise price per Compensation Warrant Share equal to $0.16 until December 28, 2023, subject to early expiry if, commencing four months after the closing of the Offering, the daily volume weighted average trading price of the common shares of the Company exceeds $0.30 for 5 consecutive trading days. The securities issued to the Finder are subject to a hold period expiring April 30, 2022.

About Omineca Mining and Metals Ltd.
Omineca Mining and Metals Ltd.'s flagship Wingdam gold exploration and placer recovery project is located along the Barkerville Highway 45 km east of the town of Quesnel. The Wingdam Property includes mineral tenures totaling over 50,000 hectares (500 square kms) and in excess of 15 linear kilometers of placer claims, both encompassing the Lightning Creek valley where topographic conditions created thick layers of overburden, which preserved a large portion of a buried paleochannel containing placer gold-bearing gravels. Omineca also has a diamond drill program currently underway exploring for the potential multiple hard rock sources of the placer gold at Wingdam.

This news release does not constitute an offer to sell, or the solicitation of an offer to buy securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act) or a person in the United States, unless an exemption from such registration requirements is available.

Forward Looking Statements

This release includes forward-looking statements regarding Omineca and its business. Such statements are based on the current expectations and views of future events of Omineca's management. In some cases, the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of the economic feasibility of the Company's mining properties, known and unknown risk factors and uncertainties affecting Omineca, including risks regarding the resource industry, economic factors and the equity markets generally and many other factors beyond the control of Omineca. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Forward-looking statements speak only as of the date on which they are made and Omineca undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws.

Neither 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.

SOURCE Omineca Mining and Metals Ltd

Tom MacNeill, President and CEO, 1 [phone]; Dean Nawata, Vice President, Business Development, 1 [phone], [email protected]