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Gold Line Closes First Tranche of Further Upsized Private Placement Financing Which Includes Sprott Strategic Investor

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Gold Line Closes First Tranche of Further Upsized Private Placement Financing Which Includes Sprott Strategic Investor

Vancouver, BC, Canada – January 31, 2022 – Gold Line Resources Ltd. (TSX-V: GLDL, Frankfurt: 4UZ, WKN: A2QGWC, OTCQB: TLLZF) (“Gold Line” or the “Company”) announces an increase to its previously announced non-brokered private placement (the “Private Placement”). As a result of increased market interest, the Private Placement to raise gross proceeds of up to $4,000,000 has been upsized to raise aggregate gross proceeds of up to $4,500,000. Certain members of the Sprott group of companies acted as finders in the Private Placement with respect to the sale of 18,750,000 Units, or $3,000,000, representing 67% of anticipated gross proceeds.

The net proceeds from the Private Placement are intended to be used to complete Phase 2 of the Company’s reconnaissance drilling program at its Paubäcken property, situated in the Gold Line Mineral Belt in Sweden, and for general working capital purposes.

All terms of the Private Placement remain the same and the Company now intends to issue up to 28,125,000 units (the “Units”) at a price of $0.16 per Unit for aggregate proceeds of $4,500,000 under the Private Placement. 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 $0.25 for a period of thirty-six (36) months from the date of issuance.

The Company closed the first tranche of the Private Placement today, January 31, 2022. Under the first tranche of the Private Placement, the Company issued an aggregate of 25,625,000 Units to raise gross proceeds of $4,100,000. In connection with closing of the first tranche, the Company paid $206,448 and issued 1,290,300 Finder’s Warrants to Sprott Global Resource Investments, Ltd., Sprott Capital Partners LP, Canaccord Genuity Corp., Research Capital Corporation, PI Financial Corp., Haywood Securities Inc., and Stephen Avenue Securities Inc. in consideration for introducing subscribers to the Private Placement. Each Finders’ Warrant is exercisable at a price of $0.16 for a period of two (2) years from the date of issuance for one common share in the capital of the Company.

Two insiders of the Company participated in the Private Placement and acquired an aggregate of 1,625,000 Units. The purchase constitutes 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 are exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as they are distributions of securities for cash and the fair market value of the Units issued to, and the consideration paid by, the insiders did not exceed 25% of the Company’s market capitalization. No new insiders were created, nor any change of control occurred, as a result of the first tranche of the Private Placement.

A second and final tranche of the Private Placement of up to an additional $400,000 is expected to close shortly.

Completion of the second tranche of the Private Placement remains subject to approval from the TSX Venture Exchange. All securities issued and issuable under the first tranche of the Private Placement will be subject to a four (4) month hold period expiring June 1, 2022. Securities issued under any subsequent tranche(s) will be subject to a four (4) month hold period calculated from their date of official closing.

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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.