Blackwolf Copper and Gold Announces Non-Brokered Private Placement

Rhea-AI Summary

Blackwolf Copper and Gold Ltd. (TSXV:BWCG, OTC PINK:BWCGF) announced a non-brokered private placement to raise up to $2.5 million by selling units at $0.45 each. Each unit includes one common share and one warrant, with warrants priced at $0.60 for a 24-month period. Finders will receive a 6% cash fee and 7% in finder warrants. Proceeds will fund the Niblack Project and Hyder Area Properties in Alaska. Certain directors are participating, qualifying this as a related party transaction. The offering is subject to regulatory approval.

Positive

• Private placement could raise up to $2.5 million for exploration activities.
• Offering may attract participation from directors, indicating insider confidence.
• Potential to increase units issued to $6 million, enhancing capital influx.

Negative

• Offering is subject to regulatory approvals, which could delay funding.
• Related party transactions may raise concerns about governance and transparency.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / June 9, 2022 / Blackwolf Copper and Gold Ltd. (" Blackwolf " or the " Company ") (TSXV:BWCG) (OTC PINK:BWCGF) announces a non-brokered private placement of units (the " Units ") of the Company at a price of $0.45 per Unit for gross proceeds of up to $2.5 million (the " Offering ").

Each Unit will be comprised of one common share of the Company (a " Common Share ") and one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall be exercisable to acquire one Common Share (a " Warrant Share ") at a price of $0.60 per Warrant Share for a period of 24 months from the closing of the Offering.

The Company will pay to certain finders a cash fee equal to 6% of the gross proceeds from the sale of Units to subscribers introduced by a particular finder (the " Found Units ") and will issue finder warrants equal to 7% of the Found Units sold pursuant to the Offering ("the Finder Warrants "). The Finder Warrants shall be exercisable to acquire one Common Share (a " Finder Share ") at a price of $0.45 per Finder Share for a period of 12 months from the closing of the Offering.

The net proceeds of the Offering will be used to fund exploration activities at the Company's Niblack Project and Hyder Area Properties located in southeast Alaska, and general working capital purposes.

Certain directors and officers of the Company are expected to acquire securities under the Offering. Such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 (" MI 61-101 "). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The closing of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange. The securities issued under the Offering will be subject to the standard four-month hold. The Offering will consist of up to 5,555,555 Units at a price of $0.45 for up to total gross proceeds of $2.5 million. The Company reserves the right to increase the number of Units issued pursuant to the Offering to up to 13,333,333 Units for up to total gross proceeds of $6.0 million.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act ") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Blackwolf Copper and Gold

Blackwolf's founding vision is to be an industry leader in transparency, inclusion and innovation. Guided by our Vision and through collaboration with local and Indigenous communities and stakeholders, Blackwolf builds shareholder value through our technical expertise in mineral exploration, engineering and permitting. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater, as well as the Cantoo, Casey, Texas Creek and Mineral Hill gold-silver and VMS Properties in southeast Alaska. For more information on Blackwolf, please visit the Company's website at www.blackwolfcopperandgold.com.

On behalf of the Board of Directors

"Robert McLeod"

Robert McLeod, P.Geo

President, CEO and Director

For more information, contact:

Rob McLeod
604-617-0616 (Mobile)
604-343-2997 (Office)
rm@bwcg.ca

Liam Morrison
604-897-9552 (Mobile)
604-343-2997 (Office)
lm@bwcg.ca

Neither the 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 Note Regarding Forward-Looking Statements:

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws, including statements regarding the Offering. 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 the Offering (including the payment of finder's fees and participation of certain directors and officers and use of proceeds) and future business plans. 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, inability to obtain regulatory approvals of the Offering inability to complete the Offering on the proposed terms or all at, market volatility; the state of the financial markets for the Company's securities; and changes in the Company's business plans. In making the forward looking statements in this news release, the Company has applied several material assumptions that the Company believes are reasonable, including without limitation, that the Offering will proceed and be completed as planned, that required regulatory approvals will be obtained and the Company will continue with its stated business objectives. 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. The Company seeks safe harbor.

For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com .

SOURCE: Blackwolf Copper and Gold Ltd

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FAQ

What is the purpose of Blackwolf Copper and Gold's private placement announced on June 9, 2022?

The private placement aims to raise up to $2.5 million to fund exploration activities at the Niblack Project and Hyder Area Properties.

How much is Blackwolf Copper and Gold offering for each unit in their private placement?

Each unit is being offered at a price of $0.45.

What are the terms of the warrants associated with the Blackwolf Copper and Gold private placement?

Each warrant allows the purchase of one common share at $0.60 for a period of 24 months.

What is the total gross proceeds Blackwolf Copper and Gold expects from the private placement?

The company expects gross proceeds of up to $2.5 million but reserves the right to increase the offering to $6 million.

Will Blackwolf Copper and Gold's private placement involve related party transactions?

Yes, certain directors and officers are expected to participate, qualifying as related party transactions.