Subject: Snow Owl Press Release
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File: Attachment 2024 03 04 )_Press Release - Snowy closes fourth tranche of sub receipt financing in connection with Boba transaction (March 2024 FINAL.pdf
SNOWY OWL GOLD CORP.
CANADIAN SECURITIES EXCHANGE
Symbol "SNOW" - CSE
SNOWY OWL CLOSES FOURTH TRANCHE OF SUBSCRIPTION RECEIPT FINANCING
March 4, 2024 - Vancouver, British Columbia Snowy Owl Gold Corp. (CSE: SNOW, FSE: 84L.F)
("Snowy Owl" or the "Company") announces that it has completed the fourth closing of its
previously announced (please see news releases of November 15, 2023, December 21, 2023,
January 2, 2024 and January 26, 2024) private placement (the "Offering") by issuing an aggregate
of 2,600,000 subscription receipts (the "Subscription Receipts"), at an issue price of $0.05 per
Subscription Receipt, for aggregate gross proceeds of $130,000. The total proceeds raised from
the four closings combined is $820,000, and the Company may arrange additional closings until
it reaches the maximum of $1,000,000.
The proceeds of the Offering are being held in escrow pursuant to the terms of a subscription
receipt agreement dated November 27, 2023 among the Company, EMD Financial Inc. and
Endeavor Trust Corporation (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 (each, an "Underlying
Share") and one common share purchase warrant of the Company (each, an "Underlying
Warrant") 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 CSE 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 $0.05 per share for a period of
thirty-six (36) months from the closing date.
In the event that: (i) the escrow agent does not receive the release notice by 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
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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 fourth 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 Inc., consisting of (i) an aggregate cash fee of $13,000,
(ii) an aggregate of 130,000 finder warrants entitling the holders thereof to purchase up to
130,000 common shares, at an exercise price of $0.05, for a period of thirty-six (36) months from
the closing date and (iii) an aggregate of 130,000 common shares, at an issue price of $0.05.
The subscription receipts were issued to Canadian resident accredited investors. The net
proceeds from the Offering with be used to fund 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 Corp. is a mineral exploration company focused on acquiring, exploring, and
developing gold projects in Quebec, Canada. Additional information on Snowy Owl Gold Corp. is
available at http://www.snowyowlgold.com.
On Behalf of the Board of Directors,
SNOWY OWL GOLD CORP.
"David Patterson"
Interim Chief Executive Officer
For further information, please contact:
Elyssia Patterson CFO
Phone: +1 (877)797-6699
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Email: info@snowyowlgold.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is
defined in the CSE policies) accepts responsibility for this release's adequacy or accuracy.
Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements". Such
forward looking statements involve known and unknown risks, uncertainties and other factors
that may cause Snowy Owl Gold's actual results, performance or achievements, or developments
in the industry to differ materially from the anticipated results, performance or achievements
expressed or implied by such forward-looking statements. Forward-looking statements are
statements that are not historical facts and are generally, but not always, identified by the words
"expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and
similar expressions, or that events or conditions "will," "would," "may," "could" or "should"
occur. Such statements include those relating to the terms of the Proposed Transaction, the value
of Boba, the value of the consideration to be paid by the Company in connection the Proposed
Transaction, the ability to close the Offering, the nature and satisfaction of the conditions to
completing the Proposed Transaction, and the ability of the Company and Boba to secure the
consent of the holders of their respective securities in connection with the Proposed Transaction
and the Company's expectations and plans following closing of the Proposed Transaction.
Although Snowy Owl Gold believes the forward-looking information contained in this news
release is reasonable based on information available on the date hereof, by their nature, forward-
looking statements involve assumptions, known and unknown risks, uncertainties and other
factors which may cause our actual results, performance or achievements, or other future events,
to be materially different from any future results, performance or achievements expressed or
implied by such forward-looking statements.
Examples of such assumptions, risks and uncertainties include, without limitation, assumptions,
risks and uncertainties associated with general economic conditions; the Covid-19 pandemic;
adverse industry events; future legislative and regulatory developments in the mining sector; the
Company's ability to access sufficient capital from internal and external sources, and/or inability
to access sufficient capital on favorable terms; mining industry and markets in Canada and
generally; the ability of Snowy Owl Gold to implement its business strategies; competition; and
other assumptions, risks and uncertainties. The forward-looking information contained in this
news release represents the expectations of the Company as of the date of this news release and,
accordingly, is subject to change after such date. Readers should not place undue importance on
forward-looking information and should not rely upon this information as of any other date. In
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particular, the completion of the Proposed Transaction with Boba is subject to the satisfaction of
certain conditions and uncertainties (including those noted above) and the Company can offer
no assurance that the Proposed Transaction will be completed on the terms, conditions and
timelines anticipated by the Company or at all. While the Company may elect to, it does not
undertake to update this information at any particular time except as required in accordance
with applicable laws.
We seek Safe Harbor.
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