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Barsele and Gold Line Announce Upsizing and Closing Additional Tranche of Subscription Receipt Private Placement

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Barsele and Gold Line Announce Upsizing and Closing Additional Tranche of Subscription Receipt Private Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER / TORONTO, January 26, 2024 – Barsele Minerals Corp. (“Barsele”) (TSXV: BME, OTC: BRSLF) and Gold Line Resources Ltd. (“Gold Line”) (TSXV: GLDL, OTC: TLLZF) are pleased to announce that Barsele has closed the second tranche (the “Second Tranche”) of an oversubscribed non-brokered private placement offering of subscription receipts (the “Subscription Receipts”) previously announced in a joint press release on December 13, 2023 (the “Offering”). The Second Tranche consisted of the sale and issuance of 2,660,166 Subscription Receipts at a price of $0.15 per Subscription Receipt for gross proceeds of $399,025. In total, due to significant demand from investors. Barsele upsized the Offering from the previously announced size of $1 million and raised an aggregate of $1,167,350 pursuant to the Offering, having previously closed a tranche on January 18, 2024, that raised $768,325.

Each Subscription Receipt will entitle the holder thereof to receive, for no additional consideration and without further action on part of the holder thereof, at the effective time of the Transaction (as defined below), one unit (each, a “Unit”) of Barsele. Each Unit will consist of one common share of Barsele (each, a “Sub Receipt Share”) and one-half of one common share purchase warrant (each whole common share purchase warrant, a “Warrant“). Each Warrant will entitle the holder thereof to purchase one additional common share of Barsele (each, a “Warrant Share”) at a price equal to $0.25 per share for a period of two (2) years following the date of issuance of the Warrant. The Subscription Receipts, Sub Receipt Shares, Warrants and Warrant Shares issued or issuable pursuant to the Second Tranche will be subject to a statutory four-month hold period following closing of the Second Tranche. The Offering remains subject to receipt of final approval of the TSXV.

The gross proceeds of the Offering will be held in escrow pending the satisfaction of the escrow release conditions, including closing of the arrangement involving Barsele and Gold Line, pursuant to which Barsele will acquire all of the issued and outstanding common shares of Gold Line by way of a statutory plan of arrangement (see joint press release dated December 13, 2023) (the “Transaction”) and the satisfaction of certain other customary conditions. The net proceeds from the Offerings will be used for expenses related to the Transaction, working capital and for general corporate purposes.

Barsele intends to use the net proceeds of the Offering for expenses related to the Transaction, working capital and for general corporate purposes. The third and final tranche of the Offering is expected to close on or before February 9, 2024.

In connection with the closing of the Second Tranche, Barsele has agreed to pay a finder’s fee to certain finders in respect of those purchasers under the Offering introduced to Barsele by such finder. Subject to the approval of the TSXV, in connection with the closing of the Second Tranche, Barsele will hold in escrow finder’s fees of $10,500 and 70,000 finder warrants payable to Echelon Wealth Partners, and $6,652 and 44,345 finder warrants payable to StephenAvenue Securities Inc., and $1,050 and 7,000 finder warrants payable to Haywood Securities Inc. No insiders of Barsele participated in the Offering. The finder warrants have the same terms as the Warrants described above.

The securities described herein 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 accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release is not an offer or a solicitation of an offer of securities for sale in the United States, nor will there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ABOUT BARSELE MINERALS CORP.

Barsele is a Canadian-based junior exploration company managed by the Belcarra Group, comprised of highly qualified mining professionals. Barsele’s main property is the Barsele Gold Project in Västerbottens Län, Sweden, a joint venture with Agnico Eagle. A NI 43-101 Technical Report on the Barsele Project with an effective date of February 21st, 2019, was filed on SEDAR+ on April 2nd, 2019. This NI 43-101 Technical Report and Mineral Resource Estimate (Amended) for the Barsele Property was modified and filed on SEDAR+ on December 16, 2020.

ABOUT GOLD LINE RESOURCES LTD.

Gold Line is focused on acquiring mineral properties with exceptional exploration potential in the most prolific gold-producing regions of Sweden and Finland, both regarded as top-tier mining jurisdictions and emerging exploration frontiers. Both countries possess prospective mineral endowments, stable tenures, straightforward permitting, favorable tax regimes and supportive geopolitical landscapes. Gold Line’s Swedish projects are located in the Gold Line Mineral Belt and Skellefteå Belt of north-central Sweden and the Mjøsa-Vänern Belt in the southwest. In Finland, Gold Line holds the entire underexplored Oijärvi Greenstone Belt located in the north of the country.

For further information, please contact:

Barsele Minerals Corp.
Gary Cope
President & CEO and Director
T: (604) 687-8566
E: [email protected]
W: www.barseleminerals.com

Gold Line Resources Ltd.
Taj Singh
President & CEO and Director
T: (416) 568-1027
E: [email protected]
W: www.goldlineresources.com

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Cautionary Note Regarding Forward-Looking Statements

This press release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the terms and conditions of the Arrangement, timing for the hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement and the timing and ability of Gold Line to complete the Arrangement. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Gold Line’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although Gold Line believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of Gold Line. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to obtain necessary approvals in respect of the Arrangement, the ability to consummate the Arrangement,; the ability to obtain requisite court approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the potential impact on exploration activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Arrangement; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Arrangement. This forward-looking information may be affected by risks and uncertainties in the business of Gold Line and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by Gold Line with the Canadian securities regulators, including Gold Line’s financial statements and related management’s discussion and analysis for the financial year ended December 31, 2022 and its interim financial reports and related management’s discussion and analysis for the period ended September 30, 2023 filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Gold Line has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.