Snowline GOLD Announces Strategic Investment BY B2GOLD Through Non-Brokered Private Placement
SNOWLINE GOLD ANNOUNCES STRATEGIC INVESTMENT BY B2GOLD THROUGH
NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Vancouver, B.C. – March 14, 2023 – Snowline Gold Corp. (CSE: SGD) (OTCQB: SNWGF) (the
“Company” or “Snowline”) is pleased to announce that B2Gold Corp. (TSX: BTO, NYSE American:
BTG, NSX: B2G) (“B2Gold”) has agreed to complete a strategic investment into the Company. B2Gold
will be the purchaser of common shares of the Company on the back end of an initial non-brokered
flow-through private placement arranged by Snowline . Pursuant to the initial non-brokered private
placement, up to 3,941,048 flow-through common shares of the Company (the “ FT Shares”) will be
issued at a price of C$ 4.862 per FT Share for aggregate gross proceeds to the Company of up to
C$19,161,375 (the “Offering”).
“We are excited to welcome B2Gold as a growth-focused, long-term, value-driven investor,” said Scott
Berdahl, CEO & Director of Snowline. “ B2Gold is a major global gold producer with a strong track
record of growth built on a demonstrated commitment to com munities, sustainable mining and
employee safety. Their interest in Snowline is a sound endorsement of the company we are building
along with the quality and geological potential of our assets.”
Clive Johnson, President & CEO of B2Gold added, “We’d like to commend the Snowline Exploration
and Management teams for their strong exploration work conducted thus far across their large mineral
tenure in the Selwyn Basin. Their highly prospective land portfolio boasts district -scale, untapped
greenfield potential, and we believe their Valley Discovery to be one of the more significant discoveries
in Canada in recent history. We have great respect for what Snowline has achieved and look forward to
following the progress of their exceptional team moving forward.”
The gross proceeds from the issue and sale of the FT Shares will be used to support advancement of
exploration on the Company’s Yukon Territory mineral properties , which will qualify as “Canadian
Exploration Expenses” and “flow -through mining expenditures”, as those terms are defined in the
Income Tax Act (Canada), which will be renounced to the initial purchasers of the FT Shares with an
effective date no later than December 31, 2023.
The common shares to be purchased by B2Gold on the back end of the private placement , combined
with 3,000,000 common shares of the Company recently acquired by B2Gold on the open market, will
represent a total position of approximately 5.0% of the issued and outstanding common shares of the
Company upon completion of the Offering. B2Gold will be granted a right to maintain t heir pro rata
ownership of up to 5.0% in connection with future equity financings as well as following the exercise
of convertible securities of the Company.
It is expected that the closing of the Offering will occur on or about March 28, 2023, and closing is
subject to the satisfaction of certain conditions, including receipt of acceptance of the Canadian
Securities Exchange. All securities issued in connectio n with the Offering will be subject to a hold
period of four months and one day from the date of closing , in accordance with applicable Canadian
securities laws.
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 company with a seventeen-project
portfolio covering >280,000 ha. The Company is exploring its flagship >137,000 ha Rogue and
Einarson gold projects 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, MSc, MBA, PGeo
CEO & Director
For further information, please contact:
Snowline Gold Corp.
+1 778 650 5485
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains certain forward -looking statements, including statements regarding the
anticipated use of proceeds from the Offering, the Company having a highly prospective land portfolio
boasting district-scale, untapped greenfield potential, and B2Gold’s belief that the Company’s Valley
Discovery is one of the more significant discoveries in Canada in recent history, the granting of certain
rights to B2Gold to maintain their pro rata ownership interest in the Company, the expected timing for
closing of the Offering 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 current ly 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 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.