15:08:40 EDT Sat 11 May 2024
Enter Symbol
or Name
USA
CA



Snowy Owl closes $150,000 2nd tranche of offering

2024-01-02 12:45 ET - News Release

Mr. David Patterson reports

SNOWY OWL CLOSES SECOND TRANCHE OF SUBSCRIPTION RECEIPT FINANCING

Snowy Owl Gold Corp. has completed the second closing of its previously announced (please see news releases of Nov. 15, 2023, and Dec. 21, 2023) private placement by issuing an aggregate of three million subscription receipts at an issue price of five cents per subscription receipt, for aggregate gross proceeds of $150,000. The total proceeds raised from the first and second closings is $440,000, and the company may arrange additional closings until it reaches the maximum of $1-million.

The proceeds of the offering are being held in escrow pursuant to the terms of a subscription receipt agreement dated Nov. 27, 2023, among the company, EMD Financial Inc. and Endeavor Trust Corp., 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 with Bluecorp Capital Corp. (doing business as Boba Mint); 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 April 16, 2024 (the termination date), 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 their 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.

In connection with the second closing of the offering, and following the satisfaction of the escrow release conditions, the company will remit finder's fees to the registered dealers that assisted with the offering, including EMD Financial, consisting of: (i) an aggregate cash fee of $3,000; (ii) an aggregate of 150,000 finder warrants entitling the holders thereof to purchase up to 150,000 common shares at an exercise price of five cents for a period of 36 months from the closing date; and (iii) an aggregate of 150,000 common shares, at an issue price of five cents.

The subscription receipts were issued to Canadian-resident accredited investors. The net proceeds from the offering with be used to finance the business of the Boba Mint as the resulting issuer of the proposed transaction.

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 will continue to update shareholders on the progress of the proposed transaction, including the closing of any future tranches of the offering.

About Snowy Owl Gold Corp.

Snowy Owl Gold is a mineral exploration company focused on acquiring, exploring and developing gold projects in Quebec, Canada.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.