Mr. David Patterson reports
SNOWY OWL CLOSES THIRD TRANCHE OF SUBSCRIPTION RECEIPT FINANCING
Snowy Owl Gold Corp. has completed the third closing of its
previously announced (please see news releases of Nov. 15, 2023, Dec. 21, 2023, and
Jan. 2, 2024) private placement by issuing an aggregate of five million subscription receipts, at an issue price of five cents per subscription
receipt, for aggregate gross proceeds of $250,000. The total proceeds raised from the three
closings combined is $690,000, 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; 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
one 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 third closing of the offering and following the satisfaction of the escrow
release conditions, the company will remit finders' fees to the registered dealers that assisted
with the offering, including EMD Financial Inc., consisting of: (i) an aggregate cash fee of $25,000;
(ii) an aggregate of 250,000 finder warrants entitling the holders thereof to purchase up to
250,000 common shares, at an exercise price of five cents, for a period of 36 months from
the closing date; and (iii) an aggregate of 250,000 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 will be used to finance the business of 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.
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