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Gold Line Resources Amends Oijarvi/Solvik Asset Purchase Agreement

Gold Line Resources Amends Oijarvi/Solvik Asset Purchase Agreement

VANCOUVER, BC, May 1, 2023- Gold Line Resources Ltd. (TSX-V: GLDL) (OTCQB: TLLZF) (the “Company” or “Gold Line”) is pleased to announce that it has entered into an amending agreement (the “Amending Agreement”) to the previously announced asset purchase agreement dated March 19, 2021 (the “Original Agreement” and, together with the Amending Agreement, the “Agreement”) among the Company, EMX Royalty Corp. (NYSE American and TSX-V: EMX) (“EMX”), Agnico Eagle Mines Limited (“Agnico”), Agnico Eagle Finland Oy and Agnico Eagle Sweden AB, pursuant to which Gold Line acquired a 100% interest in Agnico’s Oijärvi Gold Project located in central Finland and Solvik Gold Project located in southern Sweden (collectively, the “Projects”) (the “Transaction”).

In connection with the Transaction, the Company issued 1,327,989 common shares of Gold Line (“Gold Line Shares”) on May 1, 2023 and is required to make a cash payment in the amount of $87,500 on or before June 30, 2023.

As a result of the Amending Agreement, total consideration for the Transaction will be US$10,175,000, comprised of US$7,087,500 in cash, US$1,500,000 in common shares of EMX (“EMX Shares”) and US$1,587,500 in common shares of Gold Line (“Gold Line Shares”), which is required to be paid (or has been paid) to Agnico as follows:

Date Cash Payments (USD) EMX Shares (USD) Gold Line Shares (USD)
Upon signing of the Purchase Agreement $750,000 (paid) $375,000 (issued) $375,000 (issued)
On the first anniversary of the Purchase Agreement $1,500,000 (paid) $500,000 (issued) $500,000 (issued)
On the second anniversary of the Purchase Agreement $87,500(1) N/A $87,500 (issued)(2)
On the third anniversary of the Purchase Agreement $4,750,000 $625,000 $625,000
Total $7,087,500 $1,500,000 $1,587,500

Notes
(1) To be paid by the Company on or before June 30, 2023.
(2) Issued by the Company on May 1, 2023.

In addition, EMX will receive cash and share payments from Gold Line as set out in the table below:

Date Cash Payments (USD) Gold Line Shares (USD)
Upon signing of the Purchase Agreement $375,000 (issued)
On the first anniversary of the Purchase Agreement $250,000 (paid) $250,000 (issued)
On the third anniversary of the Purchase Agreement $312,500 $312,500
Total $562,500 $937,500

All Gold Line Shares and EMX Shares issuable in connection with the Transaction are based on the volume-weighted average price for the 20 trading days (the “20-day VWAP”) prior to the date on which such shares are required to be issued, with the exception of the first tranche, which was based on the 20-day VWAP prior to the effective date of the Agreement. All securities issued in connection with the second anniversary are subject to a hold period of four (4) months plus one day, expiring September 2, 2023.

About Gold Line Resources Ltd.

Gold Line is focused on advancing gold projects with significant exploration potential in prolific gold-producing regions of Sweden and Finland. Gold Line is working in one of the world’s top mining jurisdictions and emerging exploration frontiers due to its strong mineral endowment, stable tenure, straightforward permitting, favourable tax regime and supportive geopolitical landscape.

Gold Line currently holds a prospective portfolio of five gold exploration projects in Sweden: one project is in the Skelleftea belt of north-central Sweden and four projects, including the Långtjärn property, are located within the Gold Line Mineral Belt of north-central Sweden. The projects are located on a 200-kilometre Proterozoic greenstone sedimentary belt that is host to multiple gold showings and deposits.

On behalf of the Board of Directors of Gold Line Resources,

Adam Cegielski

CEO & Director

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For further information: Email: [email protected]

Telephone: 1-800-858-9710

CO: 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.