Scottie Resources Announces $6.5 Million Private Placement of Flow-Through Shares and Common Shares
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PRESS RELEASE
Scottie Resources Announces $6.5 Million Private Placement of Flow-Through
Shares and Common Shares
Not for distribution to United States newswire services or for dissemination in the United States
Vancouver British Columbia – February 7, 2023 – Scottie Resources Corp. (TSX -V: SCOT, OTCQB:
SCTSF) (the “Company”) is pleased to announce that it has entered into an agreement pursuant to which
Cormark Securities Inc., as sole underwriter (the “Underwriter”), in connection with a “bought deal” private
placement of: (i) 11,429,000 common shares of the Company that qualify as “flow-through shares” (within the
meaning of subsection 66(15) of the Income Tax Act (Canada) (the “FT Shares”) at a price of $ 0.35 per FT
Share for gross proceeds of $4,000,150; and (ii) 10,870,000 common shares of the Company (the “HD Shares”)
at a price of $0.23 per HD Share (the “HD Issue Price”) for gross proceeds of $2,500,100, for aggregate gross
proceeds to the Company of approximately $6.5 million (collectively, the “Offering”).
The net proceeds from the issue of the HD Shares wi ll be used for working capital and general corporate
purposes. The Company will use an amount equal to the gross proceeds received by the Company from the sale
of the 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 British
Columbia, on or before December 31, 202 4, and to renounce all the Qualifying Expenditures in favour of the
subscribers of the FT Shares effective December 31, 2023. If the Qualifying Expenditures are reduced by the
Canada Revenue Agency, the Company will indemnify each FT Share subscriber for an y additional taxes
payable by such subscriber as a result of the Company’s failure to renounce the Qualifying Expenditures as
agreed.
The Offering is expected to close on or about February 16, 2023, or such other date as the Company and the
Underwriter 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.
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument
45-106 – Prospectus Exemptions (“NI 45-106”), the FT Shares and HD Shares will be offered for sale to
purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 (the “Listed Issuer Financing Exemption”). Because the Offering
is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to Canadian
resident subscribers in the Offering will not be subject t o a hold period pursuant to applicable Canadian
securities laws.
There is an offering document related to the Offering that can be accessed under the Company’s profile at
www.sedar.com and on the Company’s website at www.scottieresources.com. Prospective investors should
read this offering document before making an investment decision.
FOR ADDITIONAL INFORMATION
Brad Rourke
President and CEO
+1 250 877 9902
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Gordon Robb
Business Development
+1 250 217 2321
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 an y 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 applicab le
state securities laws, or an exemption from such registration requirements is available.
This news release includes certain forward-looking statements concerning the use of proceeds of the Offering, the tax treatment of
the FT Shares, the reliance on the Lister Issuer Financing Exemption, the future performance of our business, its operations and its
financial p erformance and condition, as well as management’s objectives, strategies, beliefs and intentions. Forward -looking
statements are frequently identified by such words as “may”, “will”, “plan”, “expect”, “anticipate”, “estimate”, “intend” and similar
words referring to future events and results. Forward -looking statements are based on the current opinions and expectations of
management. All forward -looking information is inherently uncertain and subject to a variety of assumptions, risks and
uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, the future
tax treatment of the FT Shares, competitive risks and the availability of financing, as described in more detail in our recent securities
filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward -looking
statements and we caution against placing undue reliance thereon. We assume no obligation to revise or update these forward -
looking statements except as required by applicable law.