Announces Closing of Qualifying Transaction and Stock Exchange Listing
GOLDPLAY EXPLORATION LTD.
(previously named Soleil Capital Corp.)
ANNOUNCES CLOSING OF QUALIFYING TRANSACTION AND
STOCK EXCHANGE LISTING (TSXV: GPLY)
Vancouver, British Columbia, March 5, 2018 - Goldplay Exploration Ltd. (TSX.V: GPLY)(the "Company"
or the "Resulting Issuer"), is pleased to announce it has obtained a public listing for its securities on
the TSX Venture Exchange (the "Exchange") following closing of the Qualifying Transaction (as defined
in Exchange policies) involving Soleil Capital Corp. (“Soleil”) and Goldplay Exploration Ltd. “Goldplay”).
As a result, the Company will be listed as a Tier 2 mining issuer on the Exchange.
Trading in the shares of the Resulting Issuer is expected to commence under the symbol “GPLY”
following the issu ance of the Exchange’s final bulletin in respect of the Qualifying Transaction, on or
about March 6, 2018.
Transaction Details
As previously announced on September 21, 2017, November 20, 2017, January 10, 2018 and February
22, 2018, the Qualifying Trans action involved the arm's length amalgamation of Goldplay and Soleil
pursuant to the provisions of the Business Corporations Act (British Columbia) (the “ Amalgamation”)
to continue as a new company called “Goldplay Exploration Ltd.”. The Amalgamation was effected on
March 1, 2018.
In conjunction with the closing of the Qualifying Transaction, and as announced February 22, 2018,
Goldplay raised approximately $2.25 million through the issuance of 7,501,239 subscription receipts
(the “ Subscription Receipts ”) in an oversubscribed financing at a purchase price of $0.30 per
Subscription Receipt (the “Subscription Receipt Financing”).
Resulting Issuer Shares:
On March 1, 2018:
each common share in the capital of Soleil (the “ Soleil Shares”) that was outstanding
immediately prior to the Amalgamation was consolidated on a 2 (old) for 1 (new) basis and
converted into 1 common share in the capital of the Resulting Issuer (the “ Resulting Issuer
Shares”); and
prior to the Amalgamation being effected, each outstanding common share in the capital of
Goldplay (the “Goldplay Shares”) was consolidated on an approximately 0.677747234 (old) to
1 (new) basis and immediately thereafter the Subscription Receipts automatically converted to
Goldplay Shares on a 1:1 post-consolidation basis and immediately thereafter, all then issued
Goldplay Shares converted on a 1:1 basis into Resulting Issuer Shares.
An aggregate of 29,534,572 Resulting Issuer Shares are outstanding u pon completion of the
Amalgamation with (i) former h olders of Soleil Shares hol ding an aggregate of 6,200,000 Resulting
Issuer Shares, representing approximately 21% of the outs tanding Resulting Issuer Shares; (ii) former
holders of Goldplay Shares (not including subscribers of the Subscription Receipts) holding an
aggregate of 15,833,333 Resulting Issuer Shares representing approximately 53.6% of the outstanding
Resulting Issuer Shares ; and (iii) the subscribers of the Subscription Receipts holding an aggregate of
7,501,239 Resulting Issuer Shares represent ing approximately 25.4% of the outstanding Resulting
Issuer Shares.
Subscription Receipt Financing:
Concurrent with the conversion of the Subscription Receipts to Goldplay Shares immediately prior to
the Amalgamation being effected, the net proceeds of the financing (being approximately $2,194,930)
were released to Goldplay , $15,271.00 was released to M Partners Inc. (the “ Agent”) as partial
consideration for acting as agent for a portion of the financing , and an aggregate of 41,066
compensation warrants were released to the Agent as partial consideration for services provided in
relation to a portion of the financing. Each compensation warrant entitles the holder thereof to
purchase one Resulting Issuer Share at a purchase price of $0.30/share for a pe riod of two years from
the date of issue of the warrants. In conjunction with this Subscription Receipt financing, Goldplay also
reimbursed the Agent $34,115.73 for expenses.
Outstanding Options and Warrants and Grant of Resulting Issuer Options
Incentive stock options and share purchase warrants of Soleil and Goldplay that were outstanding
prior to the Amalgamation, were consolidated on the same basis as each company’s common shares
and thereafter were converted to incentive stock options and warrants, as the case may be, of the
Resulting Issuer.
After completion of the Amalgamation, the Resulting Issuer also granted additional incentive stock
options to certain directors, officers and consultants of the Resulting Issuer to purchase up to an
aggregate of 1,750,000 common shares of the Resulting Issuer pursuant to the Resulting Issuer’s share
option plan. The options are exercisable for a period of five years at a price of $0. 30/Resulting Issuer
Share.
As a consequence of the foregoing, there are an aggregate of 2,370,000 Resulting Issuer stock options
and an aggregate of 1,652,571 Resulting Issuer share purchase warrants issued and outstanding as of
the date hereof.
Directors and Officers of the Resulting Issuer
The board of directors of the Compan y consists of: Marcio Fonseca, Gino DeMichele, Michael
Thomson, Laura Cristina Diaz Nieves, Heye Daun, Alan Friedman and Darren Bahrey. The management
team of the Company is comprised of: Marcio Fonseca, President and Chief Executive Officer, Yaron
Conforti, Vice -President Corporate Development and Blaine Bailey, Chief Financial Officer and
Corporate Secretary.
About Goldplay Exploration Ltd.
Goldplay was incorporated on November 8, 2012, under the Business Corporations Act (British
Columbia). Goldplay’s principal business is mineral exploration. The head office of Goldplay is located
at 250 University Ave., Suite 238, Toronto, Ontario M5H 3E5.
Goldplay is a junior exploration company focused on the Rosario Mining District, Sinaloa, Mexico. The
Rosario Mining District is a historical gold and silver district that includes the multi -million ounce
historic high grade Au-Ag Rosario Mine, which reportedly operated for 250 years. Goldplay’s team has
over 30 years’ experience with senior roles in explor ation, financing, development in the mining
industry, including over 10 years of extensive exploration experience in the Rosario Mining District,
leading to previous successful discoveries.
Goldplay also owns optioned interests in certain unpatented mining claims located in Nevada, USA
Clarification of NSR disclosure
The Resulting Issuer’s principal property is the El Habal Property located near Rosario, Sinaloa, Mexico.
This property is comprised of five concessions: El Habal Property (being: El Haba l, San Pablo 2, San
Pablo, Baluarte 2 and Las Dos Chiquitas. The Resulting Issuer wishes to clarify previous disclosure
relating to the NSRs on these concessions. The San Pablo and Las Dos Chiquitas concessions are
subject to a 1% NSR. The El Habal, San Pablo 2 and Baluarte 2 concessions are subject to an aggregate
of up to 1.5% NSRs. Notwithstanding the foregoing , there is an additional 1% royalty interest
registered against title to these concessions, which registration was made in error and the Resulting
Issuer is in the process of having this incorrect charge removed from title.
ON BEHALF OF THE BOARD OF DIRECTORS:
Mr. Marcio Bastos Fonseca
Telephone: 1.416.499.0747
Email: [email protected]
Disclaimer for Forward-Looking Information
This press release contains forward -looking statements and information that are based on the beliefs of
management and reflect the Company’s current expectations. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the
negative of these words or such variations thereon or comparable terminology are intended to identify forward -
looking statements and information. The forward -looking statements and informatio n in this press release
includes information relating to the date that the Resulting Issuer Shares will commence trading through the
facilities of the Exchange and the removal of the incorrect charge against title to the Mexican concessions . Such
statements and information reflect the current view of the Company . Risks and uncertainties that may cause
actual results to differ materially from those contemplated in those forward -looking statements and information.
By their nature, forward-looking statements i nvolve known and unknown risks, uncertainties and other factors
which may cause our actual results, performance or achievements, or other future events, to be materially
different from any future results, performance or achievements expressed or implied by such forward -looking
statements. THE FORWARD -LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE
EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO
CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLA CE UNDUE IMPORTANCE ON FORWARD -LOOKING
INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE
COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR
TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.