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.