Vancouver, British Columbia--(Newsfile Corp. - August 11, 2025) - Scottie Resources Corp. (TSXV: SCOT) (OTCQB: SCTSF) (FSE: SR80) ("Scottie" or the "Company") is pleased to announce the closing of the first tranche (the "First Tranche") of its previously announced non-brokered private placement financing (the "Offering"), through the issuance of 6,818,182 charitable flow-through shares of the Company ("Charity FT Shares") at a price of $1.23 per Charity FT Share for gross proceeds of $8,386,363.86. Ocean Partners UK Limited ("Ocean Partners") (see the Company's news release dated July 9, 2025) provided a lead order of $6 million, translating to the full proceeds of the First Tranche in charitable flow-through funding.
Each Charity FT Share will qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada)).
The gross proceeds from the First Tranche will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" as such terms are defined in the Income Tax Act (Canada) (the "Qualifying Expenditures") related to the Scottie Gold Mine Project in British Columbia. Qualifying Expenditures with respect to the Charity FT Shares with also qualify as "BC flow-through mining expenditures" as such term is defined in the Income Tax Act (British Columbia). All Qualifying Expenditures will be renounced in favour of the subscribers for the Charity FT Shares effective on or before December 31, 2025.
The Offering remains subject to final acceptance from the TSX Venture Exchange (the "TSXV"). All securities issued in the First Tranche are subject to a hold period expiring on December 12, 2025, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
Early Warning Disclosure
Ocean Partners acquired 6,818,182 common shares pursuant to the First Tranche for total consideration of $8,386,363.86 (the "Investment"). Immediately prior to the Investment, Ocean Partners did not beneficially own or control any common shares or other securities of the Company. Immediately following closing of the Investment, Ocean Partners beneficially owns or controls 6,818,182 common shares, representing approximately 12.01% of the issued and outstanding common shares of the Company.
The Company has been advised that Ocean Partners acquired these securities for investment purposes and their acquisition will be disclosed in an early warning report to be filed under the Company's SEDAR+ profile. Ocean Partners may in the future acquire or dispose of securities of the Company through the market, privately or otherwise, as circumstances or market conditions warrant.
Offtake Agreement
Further to the Company's news release dated July 7, 2025, the Company is pleased to announce that on August 1, 2025, the Company entered into an offtake agreement with Ocean Partners for 100% of the production from the Scottie Gold Mine Project for the first 8 years of commercial production.
ABOUT SCOTTIE RESOURCES CORP.
Scottie owns a 100% interest in the Scottie Gold Mine Property which includes the Blueberry Contact Zone and the high-grade, past-producing Scottie Gold Mine. Scottie also owns 100% interest in the Georgia Project which contains the high-grade past-producing Georgia River Mine, as well as the Cambria Project properties and the Sulu and Tide North properties. Altogether Scottie Resources holds approximately 58,500 hectares of mineral claims in the Stewart Mining Camp in the Golden Triangle.
The Company's focus is on expanding the known mineralization around the past-producing mines while advancing near mine high-grade gold targets, with the purpose of producing a high-margin DSO product.
All of the Company's properties are located in the area known as the Golden Triangle of British Columbia which is among the world's most prolific mineralized districts.
Additional Information:
Brad Rourke
CEO
+1 250 877 9902
brad@scottieresources.com
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. The forward-looking statements herein are made as of the date of this news release only, and the Company does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "budgets", "scheduled", "estimates", "forecasts", "predicts", "projects", "intends", "targets", "aims", "anticipates" or "believes" or variations (including negative variations) of such words and phrases or may be identified by statements to the effect that certain actions "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, among other things, statements relating to the anticipated use of proceeds from the First Tranche; the timing and receipt of all required approvals, including TSXV approval, to complete the Offering; and discussion of future plans, projects, objectives, estimates and forecasts and the timing related thereto.
Such forward-looking statements are based on a number of assumptions of management, including, without limitation, the Company's ability to continue with its stated business objectives and obtain required approvals; the Company's ability to obtain all required approvals, including TSXV approval, to complete the Offering; and the Company's anticipated use of proceeds from the First Tranche. Additionally, forward-looking information involve a variety of known and unknown risks, uncertainties and other factors which may cause the actual plans, intentions, activities, results, performance or achievements of the Company to be materially different from any future plans, intentions, activities, results, performance or achievements expressed or implied by such forward-looking statements. Such risks include, without limitation: risks associated with the business of the Company; risks related to the satisfaction or waiver of certain conditions to closing of the Offering; the failure of the Company to obtain all required approvals, including TSXV approval, to complete the Offering; and other risk factors as detailed from time to time and additional risks identified in the Company's filings with Canadian securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca).
Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. Neither the Company nor any of its representatives make any representation or warranty, express or implied, as to the accuracy, sufficiency or completeness of the information in this news release. Neither the Company nor any of its representatives shall have any liability whatsoever, under contract, tort, trust or otherwise, to you or any person resulting from the use of the information in this news release by you or any of your representatives or for omissions from the information in this news release.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy of accuracy of this release.
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SOURCE: Scottie Resources Corp.
