| Vancouver, B.C. – August 15, 2023 – Snowline Gold Corp. (TSX-V: 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 CEO & Director For further information, please contact: Snowline Gold Corp. +1 778 650 5485 info@snowlinegold.com |
