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Gold Line Announces Increased Financing of $4 Million and Inclusion of a Sprott Strategic Investor

Gold Line Announces Increased Financing of $4 Million and Inclusion of a Sprott Strategic Investor

Vancouver, BC, Canada – January 10, 2022 – Gold Line Resources Ltd. (TSX-V: GLDL, Frankfurt: 4UZ, WKN: A2QGWC, OTCQB: TLLZF) (“Gold Line” or the “Company”) announces that it has amended the terms of the non-brokered private placement (the “Private Placement”) announced December 31, 2021. As part of the amended financing terms one ne or more members of the Sprott group of companies have agreed to  act as finders in the Private Placement with respect to the sale of 18,750,000 Units, thereby increasing anticipated aggregate gross proceeds to $4 million.

Under the amended terms of the Private Placement, subscribers may now purchase up to 25,000,000 units (the “Units”) at a price of $0.16 per Unit for aggregate proceeds of up to $4,000,000. Each Unit will consist of one (1) common share and one (1) common share purchase warrant (a “Warrant”), with each Warrant entitling the holder thereof to purchase one additional common share (a “Warrant Share”) at a price of $0.25 for thirty-six (36) months from the date of issuance.

The Company will pay finder’s fees 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 such subscribers. Each Finder’s Warrant will entitle the finder to purchase one Warrant Share at a price of $0.16 for twenty-four (24) months from the date of issuance.

Certain insiders of the Company are expected to participate in the Private Placement.

The Private Placement is subject to approval from the TSX Venture Exchange. All securities issued under the Private Placement will be subject to a four month hold period.

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 of America. 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 (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirement is available

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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.