TORONTO, ONTARIO, CANADA, March 30, 2022 / — Sniper Resources Ltd. (the “Company” or “Sniper”) is pleased to announce that it has completed the consolidation of the issued and outstanding common shares of the Company (each, a “Common Share” and collectively, the “Common Shares” ordinary shares”) on the basis of 1 post-consolidation ordinary share for 1,000 pre-consolidation ordinary shares (the “Consolidation”), as of March 30, 2021. The Combination was approved by the Board of Directors of the Company on March 23, 2022.

Prior to the combination, the Company had 212,129,218 common shares issued and outstanding. Following the combination, the Company has approximately 212,129 common shares issued and outstanding. Any fractional share remaining after the consolidation which is less than half of one (0.5) common share will be canceled and each fractional common share which is at least half of one (0.5) common share will be replaced by one (1) whole common share.
In addition, Sniper is pleased to announce that it intends to complete a non-brokered private placement (the “Offer”) pursuant to which it intends to sell up to $1,058,823 of Convertible Debenture Units (“Units”) for an aggregate purchase. price of $900,000 (representing an initial issue discount equal to 15% of the purchase price). The Offering will consist of an aggregate of $1,058,823 principal amount of non-interest bearing unsecured convertible debentures which will mature one year after their issuance (the “Debentures”) and an aggregate of 52,941,176 common share purchase warrants (each, a “Warrant”). .

Subject to the terms of the certificate representing the Debentures, the principal amount of the Debentures will be convertible, at the option of the holders, into common shares of the Company (“Common Shares”) at a conversion price of $0.02, at any time so long as a portion of the Principal Amount of the Debenture is unpaid, subject to adjustment as provided in the relevant Debenture certificates. The Debenture Certificates entitled the Company, at any time after the date on which the Company obtained conditional approval to list the Common Shares for trading on any recognized stock exchange (“Conditional Approval”), without penalty or premium, upon written notice to the Debentureholders, to repay or cause to be converted by the Debentureholders all or part of the then unpaid principal amount of the Debentures.

Subject to the terms and conditions of the certificate representing the Warrants, each Warrant may be exercised by the holder thereof to acquire one (1) common share (a “Warrant Share”) at an exercise price of 0 $.02 per warrant share for a period of one year from issuance, subject to adjustments as set forth in the corresponding warrant certificates. The warrant certificates permitted the Company to, at any time after conditional approval, without penalty or bonus, upon written notice to the warrant holders, cause the warrant holders to exercise all or part of the cashless warrants.

The Company expects to complete the Offer during the week of April 4, 2022 and does not intend to issue a press release on the closing date of the Offer.
About Sniper Resources Ltd.

Sniper Resources Ltd. is a mining exploration company with minimal current activities or operations and is currently not publicly traded.

For more information on Sniper Resources Ltd. :
Binyomin Posen
CEO, CFO and Director
Telephone: 416 481-2222
Email: [email protected]

Forward-Looking Information and Cautions
This press release may contain forward-looking statements, including, but not limited to, comments regarding the timing of the Company’s annual meeting of shareholders. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in this statement.

The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise, or to explain any material differences between subsequent actual events and such forward-looking information, except as required by applicable law.

Binyomin Posen
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