Not for distribution to the United States newswire services or for dissemination in the United States
VANCOUVER, BC / ACCESSWIRE / April 25, 2024 / Snowline Gold Corp. (TSX-V:SGD)(OTCQB:SNWGF) (the "Company" or "Snowline") is pleased to announce that it has completed its previously announced "bought deal" private placement of 3,685,750 charity flow-through common shares of the Company (the "FT Shares") at a price of C$7.80 per FT Share (the "Offering Price") for aggregate gross proceeds of C$28,748,850 (the "Offering"), including C$3,749,850 from the full exercise of the underwriters' option. Each FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")).
The Company also completed a concurrent non-brokered private placement of 405,000 FT Shares at the Offering Price for additional gross proceeds of C$3,159,000, through which existing shareholder B2Gold Corp. (TSX: BTO, NYSE American: BTG, NSX: B2G) subscribed to maintain its 9.9% interest in the Company.
"The present financing provides Snowline the bandwidth to significantly expand the scope of our upcoming field season, allowing us to simultaneously pursue exploration at our Rogue Project's Valley target alongside an aggressive regional drill campaign," said Scott Berdahl, CEO & Director of Snowline. "We continue to be impressed both by the results from Valley and from our pipeline of regional targets, and we are keen to unlock value through discovery and efficient advancement of what we see as an emerging Canadian gold district. And we are grateful for the investment of supportive shareholders who have initiated, maintained, or expanded on their positions in Snowline through this raise."
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, in the amount of C$31,907,850, to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures") related to the Company's projects in the Yukon Territory, on or before December 31, 2025, and will renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2024.
The Offering was made through a syndicate of underwriters led by Cormark Securities Inc. and BMO Capital Markets, and including Canaccord Genuity Corp., CIBC World Markets Inc., National Bank Financial Inc., SCP Resource Finance LP and Paradigm Capital Inc. (collectively, the "Underwriters"). The Underwriters received a cash commission equal to 5% of the gross proceeds of the Offering. The Company paid a finder's fee equal to 2.5% of the gross proceeds of the non-brokered private placement to an arm's length party.
All securities issued in connection with the Offering are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on August 26, 2024. Closing of the Offering is subject to the final acceptance of the TSX Venture Exchange.
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 absentregistration or an applicable exemption from the registration requirements. This news release shall notconstitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securitiesin the United States or in 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 an eight-project portfolio covering >360,000 ha (>3,600 km2). The Company is exploring its flagship >110,000 ha (>1,100 km2) Rogue gold project in the highly prospective yet underexplored Selwyn Basin. Snowline's project portfolio sits within the prolific Tintina Gold Province, host to multiple million-ounce-plus gold mines and deposits including Kinross's Fort Knox Mine, Newmont's Coffee deposit, and Victoria Gold's Eagle Mine. The Company's first-mover land position and extensive database provide a unique opportunity for investors to be part of multiple discoveries and the creation of a new gold district.
ON BEHALF OF THE BOARD
Scott Berdahl, MSc, MBA, PGeo
CEO & Director
For further information, please contact:
Snowline Gold Corp.
+1 778 6505485
info@snowlinegold.com
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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including statements regarding the anticipated use of proceeds from the Offering, the ability of the Company to incur in full or at all "Canadian exploration expenses" that qualify as "flow-through mining expenditures" and the renunciation thereof to the purchasers of the FT Shares and timing thereof, the final acceptance of the TSX Venture Exchange, the tax treatment of the FT Shares, the expansion of the scope of the Company's field studies, the Company's pursuit of exploration and regional drilling, the Company's ability to unlock value through discovery, the establishment of a gold district, and the Company's future plans and intentions. Wherever possible, words such as "may", "will", "should", "could", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict" or "potential" or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management's current beliefs and are based on information currently available to management as at 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 the results discussed or implied in the forward-looking statements. Such factors include, among other things, risks associated with executing the Company's plans and intentions. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon 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 news release, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
SOURCE: Snowline Gold Corp.
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