Vancouver, BC, Canada – September, 24, 2021 – Gold Line Resources Ltd. (TSX-V: GLDL, Frankfurt: 4UZ, WKN: A2QGWC, OTCQB: TLLZF) (“Gold Line” or the “Company”) is pleased to announce a fully subscribed non-brokered private placement (the “Private Placement”) of 10,833,334 units (the “Units”) at a price of $0.12 per Unit for aggregate gross proceeds of $1.3 million. The Private Placement is subject to approval from the TSX Venture Exchange.
Each Unit will consist of one (1) common share and one (1) common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder thereof to purchase one additional common share (each, a “Warrant Share”) at a price of $0.18 per Warrant Share for a period of twenty-four (24) months from the date of issuance. The Warrants are subject to an acceleration right that allows the Company to give notice of an earlier expiry date if the Company’s closing share price on the TSX Venture Exchange is equal to or greater than $0.32 for a period of ten (10) consecutive trading days (the “Acceleration Right”). The Company will pay a finder’s fee of 6% on the gross proceeds of the Private Placement from subscribers introduced by certain finders, and will issue such number of finder’s warrants (“Finder’s Warrants”) as is equal to 6% of the Units sold to subscribers introduced by certain finders. Each Finder’s Warrant will entitle the holder thereof to purchase one common share of the Company (a “Finder’s warrant Share”) at a price of $0.18 per Finder’s Warrant Share for a period of twenty-four (24) months from the date of issuance, subject to the Acceleration Right. All securities issued under the Private Placement will be subject to a four month and one day hold period.
Gold Line intends to use the proceeds from the Private Placement to advance drilling and other exploration activities and for general working capital purposes.
Two insiders of the Company are intending to participate in the Private Placement and acquire an aggregate of 520,000 Units. The purchase will constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuances will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they will be distributions of securities for cash and the fair market value of the Units issuable to, and the consideration payable by, the insiders did not exceed 25% of the Company’s market capitalization.
The Company did not file a material change report more than 21 days before the expected closing of the Private Placement because the details of the participation therein by the insiders of the Company will not be settled until shortly prior to the anticipated closing of the Private Placement and the Company wishes to close on an expedited basis for business reasons.