NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Snowline Gold Corp. (CSE:SGD) (US OTC:SNWGF) (the "Company" or "Snowline") is pleased to announce that it has arranged to issue, on a non-brokered private placement basis, (a) up to 7,000,000 flow-through common shares of the Company (the "FT Shares") at a price of C$1.40 per FT Share for gross proceeds of up to C$9,800,000 and (b) up to 12,342,293 units of the Company (the "Units") at a price of C$1.25 per Unit for gross proceeds of up to C$15,427,866.25. 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 warrant, a "Warrant"), with each Warrant being exercisable for one common share of the Company at an exercise price of C$2.50 for a period of two years(the "Offering
The gross proceeds from the issue and sale of the FT Shares will be used to support advancement of exploration on the Company's Yukon Territory mineral properties, which will qualify as "Canadian Exploration Expenses" and "flow-through mining expenditures", as those terms are defined in the Income Tax Act (Canada), which will be renounced to the initial purchasers of the FT Shares with an effective date no later than December 31, 2022. The gross proceeds from the issue and sale of Units will be used to support advancement of exploration on the Company's Yukon Territory mineral properties and for general and working capital purposes.
It is expected that the closing of the Offering will occur in two tranches, the first tranche closing on or about July 22, 2022 and the second tranche closing on or about August 2, 2022 and closing is subject to the satisfaction of certain conditions, including receipt of acceptance of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a hold period of four months and one day from the date of closing, in accordance with applicable Canadian securities laws.
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 absent registration or an applicable exemption from the registration requirements. This news 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 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 a seven-project portfolio covering >127,000 ha. The Company is exploring its flagship >85,000 ha Einarson and Rogue gold projects 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' 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:
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 expected timing for closing the first and second tranches of the Offering 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 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 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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