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VANCOUVER, BC / ACCESS CABLE / Aug 2, 2022 / Snowline Gold Corp. (CSE:SGD) (the “Company” either “snow line“) is pleased to announce that it has completed the second tranche of its previously announced (July 5, 2022) non-brokered private placement, issuing 2,342,293 units of the Company (the “Units“) at a price of C$1.25 per Unit, for aggregate gross income of C$2,927,866. Each Unit is comprised of one common share of the Company and one-half of one common share. purchase warrant (each whole common share purchase order, aOrder“), each Warrant being exercisable by one common share of the Company at an exercise price of C$2.50 until August 2, 2024 (the “Offering“).
Figure 1 – A visual breakdown of the Offering. The Unit component is a “hard dollar” (ie non-flow) increase, and the Warrants are valid for two years. FT shares are unsecured and backed by strong Snowline investors who do not receive the benefits of the continuous flow.
The gross proceeds from the issuance and sale of Units will be used to support the advancement of exploration at the Company’s Yukon Territory mineral properties and for general and working capital purposes.
All securities issued in connection with the second tranche of the Offering are subject to a waiting period of four months and one day from the closing of the second tranche of the Offering, in accordance with applicable Canadian securities laws, which expires on 3 December 2022.
Crescat Capital LLC (“crescat“) entered into the Offer in order to maintain his pro rata interest pursuant to his preemptive right granted under the terms of an investment agreement with Snowline, to participate in certain stock offerings made by the Company. Crescat has beneficial ownership, control or direction, directly or indirectly, of more than 10% of the issued and outstanding common shares of the Company. Consequently, the Offer and the issuance of the Units, to the extent that they involve Crescat, constitute a transaction between related parties for the purposes of Multilateral Instrument 61-101 – Protection of Minority Holders of Securities in Special Transactions (“MI 61-101“). The Company is not required to obtain a formal valuation of the Offer under section 5.4 of MI 61-101. In addition, the Company relies on the exemption from the formal valuation and minority approval requirements of MI 61-101 set forth in section 5.5(a) and section 5.7(a) of MI 61-101 as the fair value of Offer market does not exceed 25% of the market capitalization. A material change report in connection with the Offer will be filed less than 21 days prior to the closing of the Offer, as the Company deems reasonable in the circumstances to be able to complete the Offer expeditiously.
No search fees have been and will not be paid in connection with the Offer.
The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States without registration or an applicable exemption from registration requirements. Registration. This press release shall not constitute an offer to sell or the solicitation of an offer to to buy nor will there be any sale of the securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT SNOWLINE GOLD CORP.
Snowline Gold Corp. is a Yukon Territory focused gold exploration company with a portfolio of seven projects covering >127,000 ha. The Company is exploring its flagship 85,000+ ha Rogue and Einarson gold projects in the highly prospective but underexplored Selwyn Basin. Snowline’s portfolio of projects is located within the prolific Tintina Gold province, home to multiple mines and gold deposits in excess of one million ounces, including Kinross’ Fort Knox mine, Newmont coffee deposit and Victoria Gold Eagle. The Company’s pioneering land position and extensive database provide a unique opportunity for investors to be a part of multiple discoveries and the creation of a new gold district.
ON BEHALF OF THE BOARD
Scott Berdahl, MSc, MBA, GEO
executive director and director
For more information contact:
Snowline Gold Corp.
+1 778 650 5485
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements, including statements regarding the anticipated use of the proceeds of the Offering, the intent to file a material change report, and the future plans and intentions of the Company. Whenever possible, words like “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect the current beliefs of management and are based on information currently available to management as of the date hereof. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from results discussed or implied by forward-looking statements. Such factors include, among other things, the risks associated with the execution of the Company’s plans and intentions. These factors should be carefully considered and readers should not place undue reliance on forward-looking statements. Although the forward-looking statements contained in this press release are based on what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and the Company undertakes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
FONT: Snowline Gold Corp.