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Snowline Gold Corp. (TSX: SGD) (OTCQB: SNWGF) (the "Company" or "Snowline") has announced today that it has entered into an agreement with a syndicate of underwriters led by BMO Capital Markets, under which the underwriters have agreed to buy on a bought deal basis 10,350,000 common shares (the "Common Shares"), at a price of C$14.50 per Common Share for gross proceeds of approximately C$150 million  (the "Offering"). The Company has granted the Underwriters an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 15% of the Offering to cover over-allotments, if any. The offering is expected to close on or about August 12, 2026 and is subject to Snowline receiving all necessary regulatory approvals.
The net proceeds of the offering will be used to advance the Company's projects in the Yukon Territory, as well as for working capital and general corporate purposes.
The Company intends to complete the Offering pursuant to a prospectus supplement (the "Prospectus Supplement") to the Company's short form base shelf prospectus dated November 7, 2025 (the "Base Shelf Prospectus") to be filed with the securities regulatory authorities in each of the provinces and territories of Canada (except Québec), in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable state securities laws and other jurisdictions, and in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis.
Access to the Base Shelf Prospectus, the Prospectus Supplement and any amendment to such documents is provided in accordance with securities legislation relating to the procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. The Base Shelf Prospectus is, and the Prospectus Supplement will be (within two business days from the date hereof) accessible on SEDAR+ at www.sedarplus.ca. Delivery of the Base Shelf Prospectus and the Prospectus Supplement and any amendments thereto will be satisfied in accordance with the "access equals delivery" provisions of applicable Canadian securities legislation. An electronic or paper copy of the Prospectus Supplement and the Base Shelf Prospectus, and any amendment to such documents, may be obtained, without charge, from BMO Nesbitt Burns Inc., Brampton Distribution Centre C/O The Data Group of Companies, 9195 Torbram Road, Brampton, Ontario, L6S 6H2 by telephone at 905-791-3151 Ext 4312 or by email at torbramwarehouse@datagroup.ca by providing an email address or address, as applicable.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ABOUT Snowline Gold Corp.
Snowline Gold Corp. is a Yukon Territory gold exploration and development company focused on advancing its 100% owned Valley gold deposit on its flagship Rogue project, while unlocking district upside on its 360,000 ha (3,600 km2) mineral tenure in the highly prospective yet underexplored Selwyn Basin.
Valley is a large, low-strip, near surface, >1 g/t Au bulk tonnage gold system hosting an open MRE of 7.94 million ounces gold at 1.21 g/t Au Measured & Indicated (in 204.0 million tonnes)(1) and an additional 0.89 million ounces gold Inferred at 0.62 g/t Au (in 44.5 million tonnes)(2), with a cut-off grade of 0.3 g/t Au. Results of a Preliminary Economic Assessment ("PEA") for Valley suggest the potential to support a long-life mining operation with a strong production profile and low production costs. The MRE and PEA are detailed in the recent technical report for Rogue, prepared in accordance with NI 43-101 standards, entitled "Independent Preliminary Economic Assessment for the Rogue Project Yukon, Canada," dated August 27, 2025, with an effective date of March 1, 2025, and available on SEDAR+ and the Company's website.
Snowline's project portfolio sits within the prolific Tintina Gold Province, host to multiple million-ounce-plus gold mines and deposits across the central Yukon and Alaska. The Company's comprehensive first-mover position and extensive exploration database provide a distinct competitive advantage and a unique opportunity for investors to be part of multiple discoveries, the advancement of a significant gold deposit, and the creation of a new gold district.
(1) Comprising 3.15 million ounces at 1.41 g/t Au in Measured and 4.79 million ounces at 1.11 g/t Au in Indicated.
(2) Mineral resources are not mineral reserves and do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by metal prices, economic factors, environmental, permitting, legal, title, or other relevant issues.
QUALIFIED PERSON
Information in this news release has been prepared under supervision of and approved by Thomas Branson, M.Sc., P. Geo., VP Exploration for Snowline, as Qualified Person for the purposes of NI 43-101.
ON BEHALF OF THE BOARD
Scott Berdahl
CEO & Director
For further information, please contact:
Snowline Gold
+1 778 650 5485
info@snowlinegold.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including statements and plans for a new minerals district. 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 in this press release include, but are not limited to closing of the Offering, the use of proceeds from the Offering and regulatory and TSX approval.
Forward-looking statements involve significant risk, 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 related to uncertainties inherent in drill results and the estimation of mineral resources; and 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.
