Vancouver, British Columbia--(Newsfile Corp. - November 15, 2023) - Snowy Owl Gold Corp. (CSE: SNOW) (FSE: 84L) ("Snowy Owl" or the "Company") announces that it 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 (AI), 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 20,000,000 subscription receipts (the "Subscription Receipts"), at a price of $0.05 per Subscription Receipt, for gross proceeds of up to $1,000,000 (the "Offering"). There is no minimum amount of the Offering. 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 Company may pay finder's fees to registered dealers that assist with the Offering, including EMD Financial Inc., consisting of (i) a cash fee of up to 10% of the gross proceeds raised, (ii) finder warrants entitling the dealer to purchase up to 5% of the total number of common shares issuable pursuant to the Offering, at an exercise price of $0.05, for a period of thirty-six (36) months from the closing date of the Offering and (iii) common shares equal to up to 5% of the total number of common shares issuable pursuant to the Offering.
Pursuant to and in accordance with the subscription receipt agreement (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; 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 the 120th day following the closing date of the Offering (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.
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 www.sedarplus.ca and under the Company's listing profile page on the CSE website.
In addition, its Board of Directors has appointed Mr. 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 endeavors. 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.