Blackwolf Closes Oversubscribed Upsized Private Placement With Lead Order From Frank Giustra

Blackwolf Closes Oversubscribed Upsized Private Placement With Lead Order From Frank Giustra

Blackwolf Copper and Gold Ltd. (“Blackwolf” or the “Company”) (TSXV: BWCG, OTC:BWCGF) announces that it has closed its oversubscribed non-brokered private placement that was announced on October 6, 2023 (the “Offering”) and upsized on October 10, 2023. Due to significant demand, the Offering was further upsized for gross total proceeds of $3,263,532 (all figures in the current release are in Canadian dollars).

The Offering consists of 13,598,050 units of the Company at a price of $0.24 per unit. Each unit is comprised of one common share and one share purchase warrant (the “Units”). Each share purchase warrant is exercisable to acquire one common share at a price of $0.35 per common share until October 17, 2025 (the “Warrants”).

Morgan Lekstrom, CEO of Blackwolf commented, “We are elated to see such strong support from our Strategic Shareholder, Mr. Frank Giustra and strong demand from new and existing shareholders. In a very short time, Blackwolf was able execute a drill program at Cantoo, acquire Optimum Ventures, drill the newly acquired Harry Project and find visible gold in our first program. I believe this is a strong indication as to how we want to strategically grow this Company. We are now planning near term work at Niblack and next phases of work at Harry and Cantoo. We look forward to the receipt of assay results from Cantoo and Harry.”

The net proceeds of the Offering will be used to fund exploration activities at the Company’s three projects including Niblack, Cantoo and the Harry Project, as well general working capital purposes. Advancing Niblack will be the near-term goal while Blackwolf plans its further campaigns for Harry and Cantoo to begin in Spring 2024.

The Company further reports that pursuant to the Offering, Frank Giustra and his related entities directly and indirectly acquired ownership and control of 3,125,000 Units which are comprised of 3,125,000 common shares and 3,125,000 Warrants. Prior to the Offering, Mr. Giustra owned and controlled 12,836,285 common shares of the Company, representing 11.78% of the then outstanding common shares of the Company. After the Offering, Mr. Giustra now owns and/or controls directly and indirectly 15,961,285 common shares of the Company representing 13.02% of the outstanding common shares of the Company.

Mr. Giustra and his related entities acquired these securities for investment purposes effective October 17, 2023 and as disclosed in the Early Warning Report accompanying this news release, may in the future acquire or dispose of securities of the Company, through the market, privately or otherwise, as circumstances or market conditions warrant.

In connection with the closing of the Offering, the Company paid $65,484.72 and issued 272,853 Finder’s Warrants to PI Financial Corp., Haywood Securities Inc., Research Capital Corp., and Red Cloud Securities Inc. in consideration for introducing subscribers to the Offering. Finder Warrants entitle the holder thereof to purchase one common share of the Company (a "Finder's Warrant Share") at a price of $0.35 per Finder's Warrant Share until October 17, 2025.

The Offering remains subject to final approval of the TSXV. All securities issued under the Offering are subject to a standard four (4) month hold period expiring February 18, 2024. The securities described herein have not been, and will not be, registered under the United States Securities Act, or any state securities laws, and accordingly may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

The Company further announces the resignation of Ms. Sheryl Dhillon and the appointment of Mrs. Lindsey Le Ho as Corporate Secretary effective October 15, 2023. The Company would like to thank Ms. Dhillon for her services and wish her success in future endeavours.

About Blackwolf Copper & Gold Ltd.

Blackwolf’s founding vision is to be an industry leader in transparency, inclusion and innovation. Guided by our Vision and through collaboration with local and Indigenous communities and stakeholders, Blackwolf builds shareholder value through our technical expertise in mineral exploration, engineering and permitting. The Company holds a 100% interest in the high-grade Niblack copper-gold-zinc-silver VMS project, located adjacent to tidewater in southeast Alaska.  In addition, the Company holds 100% interest in five Hyder Area gold-silver and base metal properties located in southeast Alaska and an option to acquire an 80% interest on the Harry gold-silver property located northwest British Columbia in the Golden Triangle. For more information on Blackwolf, please visit the Company’s website at