05:23:01 EDT Sun 12 May 2024
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Snowy Owl still working on Boba Mint deal, financing

2023-11-15 19:07 ET - News Release

Mr. David Patterson reports

SNOWY OWL PROVIDES FURTHER UPDATE ON BOBA MINT TRANSACTION

Snowy Owl Gold Corp. is continuing to pursue the completion of its previously announced proposed transaction with Bluecorp Capital Corp. (doing business as Boba Mint), a developer of play-to-earn gaming software focused on the development and monetization of games that integrate Web 3.0 ethereum blockchain technologies and artificial intelligence, and its flagship first play-to-earn mobile metaverse blockchain game: Tanjea.

The company received shareholder approval for the proposed transaction at its shareholder meeting held earlier this year, and is continuing to work with the Boba Mint team to complete the required disclosure documentation for regulatory review and approval. In addition, the company is pursuing the previously announced private placement of up to 20 million subscription receipts at a price of five cents per subscription receipt, for gross proceeds of up to $1-million. There is no minimum amount of the offering. The net proceeds from the offering with be used to finance the business of Boba Mint as the resulting issuer of the proposed transaction.

The company may pay finders' fees to registered dealers that assist with the offering, including EMD Financial Inc., consisting of: (i) a cash fee of up to 10 per cent of the gross proceeds raised; (ii) finder warrants entitling the dealer to purchase up to 5 per cent of the total number of common shares issuable pursuant to the offering, at an exercise price of five cents, for a period of 36 months from the closing date of the offering; and (iii) common shares equal to up to 5 per cent of the total number of common shares issuable pursuant to the offering.

Pursuant to and in accordance with the subscription receipt agreement and subject to the exceptions described therein, each subscription receipt shall entitle the holder thereof to receive, upon automatic exchange in accordance with the terms of the subscription receipt agreement, without payment of additional consideration or further act or formality on the part of the holder thereof, one common share in the capital of the company and one common share purchase warrant of the company upon the satisfaction or waiver (to the extent such waiver is permitted) of certain escrow release conditions, namely: (a) the consummation of the proposed transaction; and (b) the common shares of the resulting issuer being conditionally approved for listing on the Canadian Securities Exchange and the completion, satisfaction or waiver of all conditions precedent to such listing, other than the release of the gross proceeds from the offering. Each underlying warrant will entitle the holder to acquire one additional common share of the company at an exercise price of five cents per share for a period of 36 months from the closing date.

In the event that: (i) the escrow agent does not receive the release notice by the 120th day following the closing date of the offering; or (ii) if prior to the termination date, the company advises the subscribers or announces to the public that it does not intend to satisfy the escrow release conditions under the subscription receipt agreement, the escrow agent will return to each holder of subscription receipts an amount equal to the aggregate subscription price plus a pro rata portion of any interest and other income earned on the escrowed proceeds, if any, less applicable withholding taxes, if any, and the corresponding subscription receipts will be null and void and of no further effect.

The proposed transaction cannot close until the required approvals are obtained and the outstanding conditions satisfied. There can be no assurance that the proposed transaction will be completed as proposed or at all.

The company and Boba Mint have filed a draft Form 2A (Listing Statement) with the CSE in connection with the proposed transaction. If approved, the listing statement will be filed under Snowy Owl's issuer profile at SEDAR+ and under the company's listing profile page on the CSE website.

In addition, its board of directors has appointed David Patterson as interim chief executive officer of the company following the resignation of Raymond Wladichuk from such office. The company expresses its gratitude to Mr. Wladichuk for his service and wishing him well in his future endeavours. Mr. Patterson is the current chairman of the board of the company.

The company and Boba Mint will continue to update shareholders on the progress of the proposed transaction.

About Snowy Owl Gold Corp.

Snowy Owl is a mineral exploration company focused on acquiring, exploring and developing gold projects in Quebec, Canada. The company has a 100-per-cent interest in the Panache property, which consists of 12 map-designated claims covering a total of 678 hectares, and the Golden Eagle property, which consists of 161 map-designated claims covering a total of 8,887.65 hectares (88.87 square kilometres) within the Abitibi region located in Quebec, Canada.

We seek Safe Harbor.

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