/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, BC, Oct. 19,
2023 /CNW/ - Scottie Resources
Corp. (TSXV: SCOT) (OTCQB: SCTSF) (FSE: SR8)
("Scottie" or the "Company") is pleased to
announce that, further to the Company's news releases dated
September 8, October 4, 2023, and October 6, 2023, the Company has closed the third
and final tranche (the "Third Tranche") of its non-brokered
private placement (the "Private Placement"). Under the Third
Tranche, the Company issued 104,167 common shares (the "FT
Shares") which qualify as "flow-through shares" within the
meaning of subsection 66(15) of the Income Tax Act
(Canada) (the "Tax Act") at
a price of $0.24 per FT Share and
1,000,000 flow-through units (the "Charity FT Units") at a
price of $0.33 per Charity FT Unit
for aggregate gross proceeds of $355,000.
Each Charity FT Unit is comprised of one common share in the
capital of the Company (a "Common Share") that qualifies as
a "flow-through share" within the meaning of subsection 66(15) of
the Tax Act and one-half of one Common Share purchase warrant (each
whole warrant a "Warrant"). Each Warrant entitles the holder
thereof to purchase one Common Share (a "Warrant Share") at
an exercise price of $0.35 per
Warrant Share for a period of two (2) years from the date of
issuance.
Pursuant to the Private Placement, the Company issued an
aggregate of: (i) 3,985,000 non-flow-through units (the "NFT
Units") at a price of $0.23 per
NFT Unit; (ii) 4,112,500 FT Shares at a price of $0.24 per FT Share; and (iii) 1,000,000 Charity
FT Units at a price of $0.33 per
Charity FT Unit, for aggregate gross proceeds of $2,233,550.
In connection with the Private Placement, the Company issued
236,100 finder's warrants (each a "Finder's Warrant") and
paid cash commissions of $53,303 to
certain finders. Each Finder's Warrant entitles the holder thereof
to purchase one Common Share of the Company at a price of
$0.23 per Common Share for a period
of two (2) years from the date of issuance.
The Company intends to use the gross proceeds raised from the
Third Tranche for exploration and related programs on the Company's
Scottie and Blueberry mineral properties which qualify as "Canadian
Exploration Expenses" as such term is defined in paragraph (f) of
the definition of "Canadian exploration expense" in subsection
66.1(6) of the Tax Act, and "flow through mining expenditures" as
defined in subsection 127(9) of the Tax Act that will qualify as
"flow-through mining expenditures", and "BC flow-through mining
expenditures" as defined in subsection 4.721(1) of the Income
Tax Act (British Columbia),
which will be incurred on or before December
31, 2024 and renounced with an effective date no later than
December 31, 2023, to the initial
purchasers of Charity FT Units and FT Shares.
The securities offered in the Third Tranche are subject to a
four month and a day transfer restriction from the date of issuance
expiring on February 20, 2024, in
addition to such other restrictions as may apply under applicable
securities laws of jurisdictions outside Canada.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Cautionary and Forward-Looking Statements
This news release does not constitute an offer to sell or a
solicitation of an offer to buy nor shall there be any sale of any
of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful, including any of the
securities in the United States of
America. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "1933 Act") or any state securities laws and may not
be offered or sold within the United
States or to, or for account or benefit of, U.S. Persons (as
defined in Regulation S under the 1933 Act) unless registered under
the 1933 Act and applicable state securities laws, or an exemption
from such registration requirements is available.
This news release includes certain statements and information
that may constitute forward-looking information within the meaning
of applicable Canadian securities laws. Forward-looking statements
relate to future events or future performance and reflect the
expectations or beliefs of management of the Company regarding
future events. Generally, forward-looking statements and
information can be identified by the use of forward-looking
terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events
or results "may", "could", "should", "would" or "occur". This
information and these statements, referred to herein as
"forward‐looking statements", are not historical
facts, are made as of the date of this news release and include
without limitation, statements regarding discussions of future
plans, estimates and forecasts and statements as to management's
expectations and intentions with respect to, among other things:
the use of proceeds from the Private Placement.
These forward‐looking statements involve
numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward-looking
statements. These risks and uncertainties include, among other
things, that the Company will not use the proceed from the Private
Placement as currently anticipated; recent market volatility; and
the state of the financial markets for the Company's
securities.
In making the forward looking statements in this news
release, the Company has applied several material assumptions,
including without limitation, that the Company will use the proceed
from the Private Placement as currently anticipated.
Although management of the Company has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking statements or
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements and
forward-looking information. Readers are cautioned that reliance on
such information may not be appropriate for other purposes. The
Company does not undertake to update any forward-looking statement,
forward-looking information or financial out-look that are
incorporated by reference herein, except in accordance with
applicable securities laws. We seek safe harbor.
SOURCE Scottie Resources Corp.