Not for distribution to the United States newswire services or for dissemination in the United States
VANCOUVER, BC / ACCESS Newswire / April 3, 2025 / Snowline Gold Corp. (TSX-V:SGD)(OTC:SNWGF) (the "Company" or "Snowline") is pleased to announce that it has completed its previously announced "bought deal" private placement of 1,875,000 charity flow-through common shares of the Company (the "FT Shares") at a price of C$10.68 per FT Share (the "Offering Price") for aggregate gross proceeds of C$20,025,000 (the "Offering"). Each FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")). Existing shareholder B2Gold Corp. (TSX:BTO)(NYSE American:BTG)(NSX:B2G) participated in the Offering to maintain its 9.9% interest in the Company.
"We are grateful to see tremendous support from existing shareholders in this financing and from new shareholders whom we are excited to have join," said Scott Berdahl, CEO & Director of Snowline. "This financing will allow us to put our heads down and focus on a big year in 2025-advancing Rogue Project's Valley deposit and continuing to bring forward the broader surrounding gold district-while giving us significant runway beyond. It also provides us flexibility to respond rapidly in the event of a greenfield discovery and to pursue other new opportunities that may arise."
The Company will use an amount equal to the gross proceeds received by the Company from the sale of the FT Shares, in the amount of C$20,025,000, to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as both terms are defined in the Tax Act (the "Qualifying Expenditures") related to the Company's projects in the Yukon Territory, on or before December 31, 2026, and will renounce all the Qualifying Expenditures in favour of the subscribers of the FT Shares effective December 31, 2025.
The Offering was made through a syndicate of underwriters led by Cormark Securities Inc., and including BMO Capital Markets, Canaccord Genuity Corp., Agent is Capital Markets LP, National Bank Financial Inc., CIBC World Markets Inc., Scotia Capital Inc. and SCP Resource Finance LP (collectively, the "Underwriters"). The Underwriters received a cash commission equal to 5% of the gross proceeds of the Offering.
All securities issued in connection with the Offering are subject to a hold period of four months and one day from the closing of the Offering, in accordance with applicable Canadian securities laws, expiring on August 4, 2025. Closing of the Offering is subject to the final acceptance of the TSX Venture Exchange.
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 and development company with an eight-project portfolio covering roughly 360,000 ha (3,600 km2). The Company is advancing the Rogue Project's Valley deposit - a large, low strip, near surface, >1 g/t Au bulk tonnage gold system located in the eastern Yukon - while continuing regional exploration of surrounding targets in a broader district within the 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 across the central Yukon and Alaska. The Company's 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 the Valley gold deposit, and the creation of a new gold district.
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.
This news release contains certain forward-looking statements, including statements regarding the anticipated use of proceeds from the Offering, 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 FT Shares and timing thereof, the final acceptance of the TSX Venture Exchange, the tax treatment of the FT Shares, the expansion of the scope of the Company's field studies, the Company's advancement of the Rogue Project's Valley deposit, the Company's pursuit of regional exploration and drilling, the Company's ability to unlock value through discovery, the advancement of gold deposits, the establishment of a gold district, 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 risks, 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.
