/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Aug. 15,
2023 /CNW/ - Snowline Gold Corp. (TSXV:
SGD) (OTCQB: SNWGF) ("Snowline" or
the "Company") is pleased to announce that it has
entered into an agreement pursuant to which Cormark Securities
Inc., as lead underwriter, on behalf of a syndicate of underwriters
(collectively, the "Underwriters"), has agreed to purchase,
on a "bought deal" private placement basis, 2,000,000
"flow-through" shares of the Company (the "Charity FT
Share") at a price of $7.50 per
Charity FT Share ("Offering Price") for gross proceeds of
$15,000,000 (the "Offering").
Each Charity FT Share will qualify as a "flow-through share"
(within the meaning of subsection 66(15) of the Income Tax
Act (Canada)).
"We are pleased to see the increased interest in our Rogue
Project following our initial results from the ongoing 2023
exploration season," said Scott
Berdahl, CEO & Director of Snowline. "This raise, which
brings in funds at a significant premium to market, enhances our
team's ability to systematically explore our Valley discovery, the
broader Rogue Project, and additional targets on our extensive
Yukon-focused exploration
portfolio. Combined with our current treasury, we are well
positioned to focus on building value through discovery for
multiple drill seasons."
The Underwriters will have the option, exercisable in whole or
in part at any time up to 48 hours prior to the closing of the
Offering, to arrange for the purchase of up to that number of
Charity FT Shares at the Offering Price as is equal to 15% of the
number of securities issued in connection with the Offering.
The Company will use an amount equal to the gross proceeds
received by the Company from the sale of the Charity 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 the Yukon Territory, on or
before December 31, 2024, and to
renounce all the Qualifying Expenditures in favour of the
subscribers of the Charity FT Shares effective December 31, 2023.
The Offering is expected to close on or about September 6, 2023, or such other date as the
Company and the Underwriters 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.
The securities offered have not been, nor will they be,
registered under the United States Securities Act of 1933,
as amended, or any state securities law, and may not be offered,
sold or delivered, directly or indirectly, within the United States, or to or for the account or
benefit of U.S. persons, absent registration or an exemption from
such registration requirements. This news release does not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of securities in any state in
the United States 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 >333,000 ha. The Company is
exploring its flagship >94,000 ha 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' 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
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 contains "forward-looking information" within
the meaning of the applicable Canadian securities legislation that
is based on expectations, estimates, projections and
interpretations as at the date of this news release. Any statement
that implies predictions, expectations, interpretations, opinions,
plans, projections, objectives, assumptions, future events or
performance (often using words such as "expects" or "does not
expect", "is expected", "interpreted", "in management's opinion",
"anticipates", or "plans", "budget", "schedule", "forecasts"
including negative and grammatical variations thereof, statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved) is not a
statement of historical fact and may constitute forward-looking
information and is intended to identify forward-looking
information. This news release may contain forward-looking
information relating to, among other things, the terms of the
Offering; the use of proceeds of the Offering; the timing and
ability of the Company to close the Offering; the timing and
ability of the Company to receive necessary regulatory and other
approvals, including the acceptance of the Offering by the TSX
Venture Exchange; 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 Charity FT Shares and timing thereof; the tax treatment of
the Charity FT Shares. These factors include, but are not limited
to, risks associated with the ability of exploration activities
(including drilling results) to accurately predict mineralization;
the Company's ability to obtain required approvals; the results of
exploration activities; risks associated with mining operations;
global economic conditions; metal prices; dilution; environmental
risks; and community and non-governmental actions and general
economic conditions. Although the forward-looking information
contained in this news release is based on assumptions that
management believes are reasonable at the time of release, Snowline
Gold Corp. cannot provide any assurance that actual results will be
consistent with the forward-looking information, as there may be
other factors that cause results not to be as anticipated,
estimated or intended, and neither Snowline Gold Corp. nor any
other person assumes responsibility for the accuracy or
completeness of forward-looking information. All statements made,
other than statements of historical fact, that address the
Company's intentions and the events and developments that the
Company anticipates, are considered forward-looking statements.
Although the Company believes that the expectations expressed in
such forward-looking statements are based on reasonable
assumptions, such statements are not guarantees of future
performance, and actual results or developments may differ from
those in the forward-looking statements.
SOURCE Snowline Gold Corp.