Vancouver, British Columbia–(Newsfile Corp. – February 26, 2021) – Snowline Gold Corp. (CSE: SKYL) (the “Company” or “Snowline“) (formerly, Skyledger Tech Corp.) is pleased to announce that it has completed the acquisition (the “Transaction“) of the Einarson (as to 70% with the balance owned by a third party), Rogue, Tosh, Cliff, Rainbow, Cynthia and Ursa claims (the “Properties“) located in the Yukon, covering 66,528 hectares (164,394 acres).
Pursuant to the Transaction, the Company acquired all of the issued and outstanding shares of Senoa Gold Corp. (“Senoa“) from 18526 Yukon Inc. (the “18526“) for consideration of (1) C$1,000,000 in cash, (2) aggregate deferred cash consideration of C$1,000,000, (3) 25,650,000 common shares (the “Consideration Shares“) in the capital of the Company (the “Common Shares”), and (4) a contingent C$1,000,000 resource bonus if a measured mineral resource, an indicated mineral resource or an inferred mineral resource (or any combination thereof) of at least 1,000,000 ounces of gold is established on any of the seven Properties being acquired by the Company, for an aggregate resource bonus payment in the maximum amount of C$7,000,000. The Consideration Shares are subject to the escrow policies of the Canadian Securities Exchange (the “CSE“) and will be released incrementally over a 36-month period from the date of listing on the CSE.
“Completing the acquisition of Senoa and its seven high-quality projects in the Yukon marks the bright beginning of Snowline Gold Corp.,” said Nikolas Matysek, Chief Executive Officer of Snowline. He continued, “I am honoured to join the experienced and knowledgeable team that will make Snowline a success. With money in the bank and a comprehensive exploration database we are ready to hit the ground running. I look forward to building value for all our stakeholders as we unlock the significant untapped potential of our projects.”
The Transaction constitutes a “fundamental change” pursuant to Policy 8 – Fundamental Changes and Changes of Business of the CSE. Concurrently with the closing of the Transaction (“Closing“), the Company changed its name to Snowline Gold Corp. Trading of the Common Shares will resume under the new name and under the new ticker symbol “SGD” as of market open on March 1, 2021. The new CUSIP is 83342V104 and the new ISIN is CA83342V1040.
For further information regarding the Transaction and the Properties, readers are encouraged to review the CSE Form 2A – Listing Statement prepared by the Company in support of the Transaction, as well as the current technical reports on the Einarson property and the Rogue property, copies of which are available under the profile for the Company on SEDAR (www.sedar.com).
Board of Directors and Management
Concurrently with Closing, the board of directors of the Company was reconstituted to consist of Nikolas Matysek, Scott Berdahl, Gunther Roehlig and Sarah Weber. Nikolas Matysek has been appointed Chief Executive Officer of the Company, Scott Berdahl has been appointed Chief Operating Officer of the Company and Natasha Tsai has been appointed Chief Financial Officer and Corporate Secretary of the Company.
Prior to completion of the Transaction, the Company completed (1) a non-brokered private placement (the “Share Private Placement“) of (a) 1,334,000 Common Shares at a price of C$0.15 per Common Share for proceeds of C$200,100, and (b) 9,542,667 subscription receipts at a price of C$0.15 per subscription receipt for proceeds of C$1,431,400.05; and (2) a non-brokered private placement (the “Unit Private Placement” and together with the Share Private Placement, the “Private Placements“) of 20,602,697 subscription receipts at a price of C$0.30 per subscription receipt for gross proceeds of C$6,180,809.10. Immediately prior to Closing, each subscription receipt sold pursuant to the Share Private Placement was automatically converted into one Common Share and each subscription receipt sold pursuant to the Unit Private Placement was automatically converted into one unit (a “Unit”) and the proceeds from the Private Placements were released from escrow. Each Unit consists of one Common Share and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of C$0.50 until February 24, 2023.
Grant of Stock Options
Concurrently with Closing, the Company granted an aggregate of 5,450,000 stock options to certain directors, officers and consultants of the Company. Each of the stock options will be exercisable into one Common Share at a price of C$0.30 until February 25, 2026.
Early Warning Report
In connection with the Transaction, 18526 has acquired ownership and control of the Consideration Shares, representing approximately 29% of the issued and outstanding Common Shares. Prior to Closing, 18526 did not hold any securities of the Company.
18526 has acquired the Consideration Shares in consideration for the Transaction and for investment purposes. 18526 may, from time to time, acquire or dispose of additional securities of the Company in the market, privately or otherwise. A copy of the early warning report filed by 18526 in connection with the Transaction can be obtained by contacting the Company and will be available under the profile for the Company on SEDAR (www.sedar.com).
About Snowline Gold Corp.
Snowline Gold Corp. is a Yukon Territory based gold exploration company. The Company is exploring its flagship Einarson and Rogue gold projects that cover 64,000 hectares in the prospective yet underexplored Selwyn Basin. Snowline’s projects all lie in the prolific Tintina gold province that hosts multiple million-ounce-plus gold mines and deposits from Kinross’ Fort Knox to Goldcorp’s Coffee. Snowline’s first-mover claim position presents a unique opportunity to explore and expand a new greenfield, district-scale gold system.
On behalf of the Board of Directors
Chief Executive Officer
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward-looking statements, including statements about the resumption of trading of the Common Shares 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 risk, 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 and uncertainties relating to timing for the resumption of trading. 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.