Snowline Gold Corp. — Capital/Financing Update 2021

Jul 24, 2021

FORM 51-102F3

MATERIAL CHANGE REPORT

		MATERIAL CHANGE REPORT
Item	1.	Name and Address of Company
		SNOWLINE GOLD CORP.
		200 - 550 Denman Street
		Vancouver, BC V6G 3H1
Item	2.	Date of Material Change
		July 16, 2021
Item	3.	News Release
		The news release was disseminated by Stockhouse on July 19, 2021 and was subsequently
		filed on SEDAR.
Item	4.	Summary of Material Changes
		On July 16, 2021, Snowline Gold Corp. (the “Company” or “Snowline”) completed a non-
		brokered private placement of 2,857,142 Units (the “Units”) at a price of C$0.35 per Unit
		for aggregate gross proceeds of C$999,999.70 (the “Offering”).
Item	5.	Full Description of Material Changes
5.1		Full Description of Material Changes

On July 16, 2021, Snowline completed the Offering.

Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a “ Warrant ”). Each Warrant is exercisable for one common share of the Company at an exercise price of C$0.53 until July 16, 2023.

In connection with the Offering, Crescat Capital LLC (“ Crescat ”) was granted a preemptive right to maintain its pro-rata interest pursuant to the terms of an investment agreement with the Company for as long as Crescat owns more than 2% of the common shares of Snowline (calculated on a partially diluted basis).

The net proceeds of the Offering will be used to advance the Company’s Ursa gold and base metals project. All securities issued in connection with the Offering are subject to a four-month and one day hold period, expiring on November 17, 2021.

5.2 Disclosure for Restructuring Transactions

Not applicable.

IteIte	m 6.Reliance on Subsection 7.1(2) of National Instrument 51-102Not applicable.m 7.Omitted Information

None.

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Item 8. Executive Officer

Nikolas Matysek Chief Executive Officer +1 778 228 3020 | info@snowlinegold.com

Item 9. Date of Report

July 23, 2021

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This material change report contains certain forward-looking statements, including statements regarding the anticipated use of proceeds from the Offering and the Company’s future plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. Forward looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. Such factors include, among other things, risks associated with executing the Company’s plans and intentions. These factors should be considered carefully and readers should not place undue reliance on the forward looking statements. Although the forwardlooking statements contained in this material change report are based upon what management believes to be reasonable assumptions, the Company cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this material change report, and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

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