O3 Mining Closes Previously-Announced Upsized Bought Deal Public Offering for $21 Million, Including Full Exercise of Over-Allotment Option

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TORONTO, Aug. 28, 2024 - O3 Mining Inc. (TSXV: OIII) ("O3 Mining" or the "Corporation") is pleased to announce the closing of its previously-announced upsized "bought deal" public offering (the "Public Offering") of 18,975,000 units of the Corporation (the "Units") at a price of $1.10 per Unit for aggregate gross proceeds to O3 Mining of $20,872,500, including the exercise in full of the underwriters' over-allotment option.

Each Unit consists of one common share in the capital of the Corporation (each, a "Common Share") and one-half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant is exercisable to acquire one Common Share for a period of 24 months from closing of the Public Offering at an exercise price of $1.45 per Common Share.

The Corporation intends to use the net proceeds of the Public Offering to advance the Corporation's assets in Québec, as well as for working capital and general corporate purposes.

The Units were sold pursuant to an underwriting agreement dated August 22, 2024 among O3 Mining and Canaccord Genuity Corp., as lead underwriter and sole-bookrunner on behalf of a syndicate of underwriters that included CIBC World Markets Inc., Cormark Securities Inc., Eight Capital, National Bank Financial Inc., SCP Resource Finance LP and Velocity Trade Capital Ltd (collectively, the "Underwriters").

In connection with the Public Offering, the Corporation paid to the Underwriters a cash commission of $1,172,097.

The Public Offering was completed pursuant to a prospectus supplement dated August 22, 2024 to O3 Mining's short form base shelf prospectus dated April 28, 2023, in each of the provinces and territories of Canada, other than Québec, and in those other jurisdictions outside Canada pursuant to exemptions from prospectus and registration requirements.

Certain directors and officers of O3 Mining (collectively, the "Insiders") purchased an aggregate of 1,931,900 Units pursuant to the Public Offering. Participation by the Insiders in the Public Offering is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). O3 Mining is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Insiders' participation in the Public Offering pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value of any securities issued to, nor the consideration paid by, the Insiders exceeded 25% of O3 Mining's market capitalization. O3 Mining did not file a material change report 21 days prior to closing of the Public Offering, as the Insiders' participation had not been confirmed at that time and O3 Mining wished to close the transaction as soon as practicable for sound business reasons.

The previously-announced subscription of Units by the Corporation's strategic investor with participation rights, to be completed on a non-brokered private placement basis, is expected to close within the next week.

The Public Offering and the above-noted private placement are subject to the final approval of the TSX Venture Exchange.

The securities offered pursuant to the Public Offering and private placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the "United States" or "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

About O3 Mining Inc.

O3 Mining Inc. is a gold explorer and mine developer on the road to produce from its highly-prospective gold camps in Québec, Canada. O3 Mining benefits from the support and expertise of a team of industry leaders as it grows towards becoming a gold producer with several multi-million-ounce deposits in Québec.

O3 Mining is well-capitalized and owns a 100% interest in all its properties (107,000 hectares) in Québec. O3 Mining trades on the TSX Venture Exchange (TSXV: OIII). The Corporation is focused on delivering superior returns to its shareholders and long-term benefits to its stakeholders. Further information can be found on our website at https://o3mining.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains "forward-looking information" within the meaning of the applicable Canadian securities legislation that is based on expectations, estimates, projections, and interpretations as at the date of this news release. Forward-looking statements herein include, but are not limited to, statements with respect to the use of proceeds of the Public Offering, anticipated timing of the private placement and the receipt of final approval of the TSX Venture Exchange for the Public Offering and private placement. Any statement that involves discussions with respect to predictions, expectations, interpretations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "interpreted", "management's view", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information. Except for statements of historical fact relating to the Corporation, certain information contained herein constitutes forward-looking statements. Forward-looking information is based on estimates of management of the Corporation, at the time it was made, involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the companies to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to general developments, market and industry conditions. Although the forward-looking information contained in this news release is based upon what management believes, or believed at the time, to be reasonable assumptions, the parties cannot assure shareholders and prospective purchasers of securities that actual results will be consistent with such forward-looking information, as there may be other factors that cause results not to be as anticipated, estimated or intended, and neither the Corporation nor any other person assumes responsibility for the accuracy and completeness of any such forward-looking information. The Corporation believes that this forward-looking information is based on reasonable assumptions, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. The Corporation does not undertake, and assumes no obligation, to update or revise any such forward-looking statements or forward-looking information contained herein to reflect new events or circumstances, except as may be required by law. These statements speak only as of the date of this news release.

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 news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

SOURCE O3 Mining Inc.