OR FOR Dissemination IN the United States/
Scottie Resources Announces
Amendment to Private Placement and
Closing of First Tranche
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Oct. 4, 2023 /CNW/ - Scottie Resources Corp.
(TSXV: SCOT) (OTCQB: SCTSF) (FSE: SR8) ("Scottie" or
the "Company") is pleased to announce that, further to the
Company's news release dated September 8, 2023 (the "Initial News
Release"), the Company has closed the first tranche (the "First
Tranche") of its non-brokered private placement (the "Private
Placement"). Under the First Tranche, the Company issued
3,985,000 non flow-through units (the "NFT Units") at a price of $0.23
per NFT Unit for gross proceeds of $916,550. Each NFT Unit consists
of one common share in the capital of the Company (a "Share") and
one-half of one common share purchase warrant (each whole warrant
a "Warrant"). Each Warrant entitles the holder to purchase an
additional Share (a "Warrant Share") at an exercise price of $0.35 per
Warrant Share for a period of two (2) years from the date of issuance.
In connection with the First Tranche, the Company issued 236,100
finder's warrants (each a "Finder's Warrant") and paid cash
commissions of $53,303 to certain finders. Each Finder's Warrant
entitles the holder thereof to purchase one Share of the Company at a
price of $0.23 per Share for a period of two (2) years from the date of
issuance.
The Company intends to use the proceeds of the First Tranche for
general working capital and administrative purposes.
The securities offered in the First Tranche are subject to a four month
and a day transfer restriction from the date of issuance expiring on
February 5, 2024, in addition to such other restrictions as may apply
under applicable securities laws of jurisdictions outside Canada.
Amendment to Private Placement
The Company also announces certain amendments to the terms of
the Private Placement as disclosed in the Initial News Release.
The remaining tranches of the Private Placement will be comprised of
a combination of: (i) flow-through common shares (the "FT Shares")
that will qualify as a "flow-through share" within the meaning of
subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"), to
be sold at a price of $0.24 per FT Share for gross proceeds of up to
$1,000,000 (the "FT Offering"); and (ii) charity flow-through units (the
"Charity FT Units") to be sold at a price of $0.33 per Charity FT Unit
for gross proceeds of up to $1,000,000 (the "Charity FT Offering").
Each Charity FT Unit will consist of one FT Share and one-half of one
Warrant. Each Warrant will entitle the holder thereof to purchase one
Warrant Share for a period of two (2) years from the date of issuance
at an exercise price of $0.35 per Warrant Share.
The Company intends to use the gross proceeds raised from the FT
Offering and the Charity FT Offering for exploration and related
programs on the Company's Scottie and Blueberry mineral properties
which qualify as "Canadian Exploration Expenses" as such term is
defined in paragraph (f) of the definition of "Canadian exploration
expense" in subsection 66.1(6) of the Tax Act, and "flow through
mining expenditures" as defined in subsection 127(9) of the Tax Act
that will qualify as "flow-through mining expenditures", and "BC flow-
through mining expenditures" as defined in subsection 4.721(1) of the
Income Tax Act (British Columbia), which will be incurred on or before
December 31, 2024 and renounced with an effective date no later
than December 31, 2023, to the initial purchasers of Charity FT Units
and FT Shares.
The Company may pay finders' fees comprised of cash and Finder's
Warrants in connection with the FT Offering and the Charity FT
Offering, subject to compliance with the policies of the TSX Venture
Exchange. All securities issued and sold under the FT Offering and
the Charity FT Offering will be subject to a hold period expiring four
months and one day from their date of issuance. Completion of the FT
Offering and the Charity FT Offering and the payment of any finders'
fees remain subject to the receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange.
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 statements and information that
may constitute forward-looking information within the meaning of
applicable Canadian securities laws. Forward-looking statements
relate to future events or future performance and reflect the
expectations or beliefs of management of the Company regarding
future events. Generally, forward-looking statements and information
can be identified by the use of forward-looking terminology such as
"intends" or "anticipates", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would" or "occur". This information and these statements,
referred to herein as "forward‐looking statements", are not historical
facts, are made as of the date of this news release and include without
limitation, statements regarding discussions of future plans, estimates
and forecasts and statements as to management's expectations and
intentions with respect to, among other things, completion of the
Private Placement, the use of proceeds from the Private Placement
and the payment of finders' fees under the Private Placement.
These forward‐looking statements involve numerous risks and
uncertainties and actual results might differ materially from results
suggested in any forward-looking statements. These risks and
uncertainties include, among other things, the Company not receiving
the necessary regulatory approvals in respect of the Private
Placement; recent market volatility; and the state of the financial
markets for the Company's securities.
In making the forward looking statements in this news release, the
Company has applied several material assumptions, including without
limitation, that the Company will receive the necessary regulatory
approvals in respect of the Private Placement.
Although management of the Company has attempted to identify
important factors that could cause actual results to differ materially
from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to be as
anticipated, estimated or intended. There can be no assurance that
such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Accordingly, readers should not place undue reliance on
forward-looking statements and forward-looking information. Readers
are cautioned that reliance on such information may not be
appropriate for other purposes. The Company does not undertake to
update any forward-looking statement, forward-looking information or
financial out-look that are incorporated by reference herein, except in
accordance with applicable securities laws. We seek safe harbor.
SOURCE Scottie Resources Corp.
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For further information: Brad Rourke, President and CEO, +1 250
877 9902, [email protected]; Gordon Robb, Business
Development, +1 250 217 2321, [email protected]
CO: Scottie Resources Corp.
CNW 17:06e 04-OCT-23