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Gold Line Closes First Tranche of Private Placement

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Gold Line Closes First Tranche of Private Placement

Toronto, ON, Canada – October 27, 2023 – Gold Line Resources Ltd. (TSX-V: GLDL; OTCQB: TLLZF) (“Gold Line” or the “Company”) is pleased to announce that it has completed the first tranche of its non-brokered private placement (the “Financing”) and has issued 10,730,000 units (each, a “Unit”), at a price of $0.10 per Unit for gross proceeds of $1,073,000 (all figures in the current release are in Canadian dollars).

Each Unit consists of one common share and one-half of one share purchase warrant (each whole warrant, a “Warrant”).  Each Warrant entitles the holder to purchase one common share at a price of $0.20 per common share until October 27, 2025. The Warrants are subject to an acceleration right that allows the Company to give notice of an earlier expiry date if the Company’s closing share price on the TSX Venture Exchange is equal to or greater than $0.40 for a period of twenty (20) consecutive trading days (the “Acceleration Right”).

Gold Line intends to use the proceeds from the Financing for drilling and other exploration activities and general working capital purposes.

Under the first tranche of the Financing, the Company paid $25,200 and issued 252,000 share purchase warrants (each, a “Finders’ Warrant”) to PI Financial Corp., Red Cloud Securities Inc. and Stephen Avenue Securities Inc. in consideration for introducing subscribers to the Financing. Each Finders’ Warrant entitles the holder thereof to purchase one common share of the Company (each, a “Finder’s Warrant Share”) at a price of $0.20 per Finder’s Warrant Share until October 27, 2025, subject to the Acceleration Right.

Certain insiders of the Company participated in the Private Placement and acquired an aggregate of 700,000 Units. Their purchases constitute “related party transactions” 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 Financing.

Completion of the second tranche of the Financing remains subject to approval from the TSX Venture Exchange. All securities issued and issuable under the first tranche of the Financing are subject to a statutory hold period expiring February 28, 2024.  Securities issued under any subsequent tranche(s) will be subject to a four (4) hold period calculated from their date of official closing.

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 very 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 north-central Sweden. In Finland, Gold Line holds the entire underexplored Oijärvi Greenstone Belt located in the north of the country.

ON BEHALF OF THE BOARD OF DIRECTORS OF GOLD LINE RESOURCES LTD.,

Taj Singh, M.Eng, P.Eng, CPA

President, CEO & Director

For further information:
Email: [email protected]
Telephone: 1-416-568-1027

FOLLOW US:

Website: https://www.goldlineresources.com/
Twitter: https://twitter.com/GLDL_Resources
LinkedIn: https://www.linkedin.com/company/gold-line-resources-ltd

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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.