/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 7, 2023
/CNW/ - Scottie Resources Corp. (TSXV: SCOT) (OTCQB:
SCTSF) (the "Company") is pleased to announce that
it has entered into an agreement pursuant to which Cormark
Securities Inc., as sole underwriter (the "Underwriter"), in
connection with a "bought deal" private placement of: (i)
11,429,000 common shares of the Company that qualify as
"flow-through shares" (within the meaning of subsection 66(15) of
the Income Tax Act (Canada)
(the "FT Shares") at a price of $0.35 per FT Share for gross proceeds of
$4,000,150; and (ii) 10,870,000
common shares of the Company (the "HD Shares") at a price of
$0.23 per HD Share (the "HD Issue
Price") for gross proceeds of $2,500,100, for aggregate gross proceeds to the
Company of approximately $6.5 million
(collectively, the "Offering").
The net proceeds from the issue of the HD Shares will be used
for working capital and general corporate purposes. The Company
will use an amount equal to the gross proceeds received by the
Company from the sale of the FT Shares, pursuant to the provisions
in the Income Tax Act (Canada), to incur eligible "Canadian
exploration expenses" that qualify as "flow-through mining
expenditures" as both terms are defined in the Income Tax
Act (Canada) (the
"Qualifying Expenditures") related to the Company's projects
in British Columbia, on or before
December 31, 2024, and to renounce
all the Qualifying Expenditures in favour of the subscribers of the
FT Shares effective December 31,
2023. If the Qualifying Expenditures are reduced by the
Canada Revenue Agency, the Company will indemnify each FT Share
subscriber for any additional taxes payable by such subscriber as a
result of the Company's failure to renounce the Qualifying
Expenditures as agreed.
The Offering is expected to close on or about February 16, 2023, or such other date as the
Company and the Underwriter may agree and is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals including the acceptance
of the TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the FT Shares and HD Shares
will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions
pursuant to the listed issuer financing exemption under Part 5A of
NI 45-106 (the "Listed Issuer Financing Exemption"). Because
the Offering is being completed pursuant to the Listed Issuer
Financing Exemption, the securities issued to Canadian resident
subscribers in the Offering will not be subject to a hold period
pursuant to applicable Canadian securities laws.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedar.com and on the
Company's website at www.scottieresources.com. Prospective
investors should read this offering document before making an
investment decision.
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 and Forward-Looking Statements
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933,
as amended (the "1933 Act") or any state securities laws and may
not be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
This news release includes certain forward-looking statements
concerning the use of proceeds of the Offering, the tax treatment
of the FT Shares, the reliance on the Lister Issuer Financing
Exemption, the future performance of our business, its operations
and its financial performance and condition, as well as
management's objectives, strategies, beliefs and intentions.
Forward-looking statements are frequently identified by such words
as "may", "will", "plan", "expect", "anticipate", "estimate",
"intend" and similar words referring to future events and results.
Forward-looking statements are based on the current opinions and
expectations of management. All forward-looking information is
inherently uncertain and subject to a variety of assumptions, risks
and uncertainties, including the speculative nature of mineral
exploration and development, fluctuating commodity prices, the
future tax treatment of the FT Shares, competitive risks and the
availability of financing, as described in more detail in our
recent securities filings available at www.sedar.com. Actual events
or results may differ materially from those projected in the
forward-looking statements and we caution against placing undue
reliance thereon. We assume no obligation to revise or update these
forward-looking statements except as required by applicable
law.
SOURCE Scottie Resources Corp.