/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Feb. 16,
2023 /CNW/ - Scottie Resources Corp.
(TSXV: SCOT) (OTCQB: SCTSF) (the "Company") is pleased
to announce that it has closed its previously announced brokered
private placement financing pursuant to an underwriting agreement
dated February 16, 2023 (the
"Underwriting Agreement") with 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", and together with the FT Shares, the "Offered
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 $6,500,250
(collectively, the "Offering").
Pursuant to the Underwriting Agreement, the Underwriter received
a cash commission representing 6.0% of the gross proceeds
raised under the Offering (other than in respect of sales to
purchasers on a "president's list", in which case it was reduced to
3.0%), and were issued 1,142,287 broker warrants of the Company
("Broker Warrants"). Each Broker Warrant entitles the holder
to purchase one common share (a "Broker Warrant Share") of
the Company at a price of $0.23 per
Broker Warrant Share for a period of 24 months from the date of
issuance. The Company also paid to certain finders a cash
commission representing 3.0% of the gross proceeds raised under the
Offering from the sale of HD Shares to purchasers introduced to the
Company by the finder.
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.
In compliance with applicable regulatory requirements and in
accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Offered Shares were
offered for sale to purchasers resident in Canada and 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 was completed pursuant to the Listed Issuer Financing
Exemption, the Offered Shares issued to purchasers in the Offering
are not 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. The Broker Warrants and the Broker
Warrant Shares issued and issuable under the Offering are subject
to a statutory hold period and may not be traded until June 17, 2023, except as permitted by applicable
securities legislation.
The Offering is subject to the final approval of the TSX Venture
Exchange.
ABOUT SCOTTIE RESOURCES
CORP.
Scottie owns a 100% interest in the Scottie Gold Mine Property
which includes the Blueberry Zone and the high-grade,
past-producing Scottie Gold Mine.
Scottie also owns 100% interest in the Georgia Project which
contains the high-grade past-producing Georgia River Mine, as well as the Cambria
Project properties and the Sulu property. Altogether Scottie
Resources holds more than 60,000 hectares of mineral claims in the
Stewart Mining Camp in the Golden Triangle.
The Company's focus is on expanding the known mineralization
around the past-producing mines while advancing near mine
high-grade gold targets, with the purpose of delivering a potential
resource.
All of the Company's properties are located in the area known as
the Golden Triangle of British
Columbia which is among the world's most prolific
mineralized districts.
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, final approvals by the TSX Venture Exchange, 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.