Blackwolf Copper and Gold Announces Non-Brokered Private Placement

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VANCOUVER, BC / ACCESSWIRE / June 9, 2022 / Blackwolf Copper and Gold Ltd. (" Blackwolf " or the " Company ") (TSXV:BWCG) (OTC PINK:BWCGF) announces a non-brokered private placement of units (the " Units ") of the Company at a price of $0.45 per Unit for gross proceeds of up to $2.5 million (the " Offering ").

Each Unit will be comprised of one common share of the Company (a " Common Share ") and one Common Share purchase warrant (each whole warrant, a " Warrant "). Each Warrant shall be exercisable to acquire one Common Share (a " Warrant Share ") at a price of $0.60 per Warrant Share for a period of 24 months from the closing of the Offering.

The Company will pay to certain finders a cash fee equal to 6% of the gross proceeds from the sale of Units to subscribers introduced by a particular finder (the " Found Units ") and will issue finder warrants equal to 7% of the Found Units sold pursuant to the Offering ("the Finder Warrants "). The Finder Warrants shall be exercisable to acquire one Common Share (a " Finder Share ") at a price of $0.45 per Finder Share for a period of 12 months from the closing of the Offering.

The net proceeds of the Offering will be used to fund exploration activities at the Company's Niblack Project and Hyder Area Properties located in southeast Alaska, and general working capital purposes.

Certain directors and officers of the Company are expected to acquire securities under the Offering. Such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 (" MI 61-101 "). The Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The closing of the Offering is subject to certain conditions including the receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange. The securities issued under the Offering will be subject to the standard four-month hold. The Offering will consist of up to 5,555,555 Units at a price of $0.45 for up to total gross proceeds of $2.5 million. The Company reserves the right to increase the number of Units issued pursuant to the Offering to up to 13,333,333 Units for up to total gross proceeds of $6.0 million.