Soleil Capital and Goldplay Exploration Announce over-Subscription of Financing and Provide Updated Disclosure Regarding the Resulting Issuer
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
SOLEIL CAPITAL AND GOLDPLAY EXPLORATION ANNOUNCE OVER-SUBSCRIPTION OF FINANCING
AND PROVIDE UPDATED DISCLOSURE REGARDING THE RESULTING ISSUER
February 22, 2018, Calgary, Alberta: Soleil Capital Corp. (TSX.V: SOLE.P - the “Company” or “Soleil”),
a capital pool company (a “ CPC”), is pleased to provide an update on the over -subscribed financing
(the “ Goldplay Financing ”) that was required to be completed by Goldplay Exploration Ltd.
(“Goldplay”) in connection with the previously announced amalgamation of Soleil and Goldplay (the
“Amalgamation”). This news release also updates and amends inf ormation contained in the joint
information circular (the “ Circular”) of Soleil and Goldplay dated January 10, 2018. A copy of the
Circular is available under Soleil’s profile on the SEDAR website at www.sedar.com.
Over-Subscribed Goldplay Financing
The Company had previously anticipated (see September 21, 2017 and November 20, 2017 press
releases and reference to the “Concurrent Brokered Financing” in the Circular) that Goldplay would
close the Goldplay Financing for maximum gross proceeds of up to $1.5 million through the issuance
of up to 5,000,000 subscription receipts (the “ Subscription Receipts”) at a price of $0.30 per
Subscription Receipt (the “ Offering Price”). As a result of significant interest received by Goldplay,
Soleil and Goldplay agreed to close on the over -subscribed amount of 7,501,239 Subscription
Receipts at the Offering Price for gross proceeds of approximately $2.25 million. The Goldplay
Financing was completed on February 16, 2018 and funds are being held in escrow by TSX Trust
Company, as subscription receipt agent, pending completion of the Amalgamation. On the closing
date of the Amalgamation, the subscription funds, less commissions payable thereon, will be
released to Goldplay.
Immediately prior to the Amalgamation being effected, each Subscription Receipt will automatically
convert, at no additional cost to the holder, to one post -consolidation share in the capital of
Goldplay, which will then be exchanged for a common share (each a “ Resulting Issuer Share”) in the
capital of the Resulting Issuer (as defined in TSX Venture Exchange (the “ Exchange”) Policy 2.4) on a
1:1 basis at the effective time of the Amalgamation.
In conjunction with the closing of the Goldplay Financing, Goldplay is sued an aggregate of 41,066
compensation warrants (the “ Compensation Warrants”) and paid M Partners Inc.’s (the “ Agent”)
out-of-pocket expenses (including legal + taxes) of $34,115.73. On the effective date of the
Amalgamation, Goldplay will also pay cash commissions totaling $15,271.99 to or at the direction of
the Agent. Each Compensation Warrant will ultimately entitle the holder to acquire one Resulting
Issuer Share at a price of $0.30 per share for a period of 2 years following the date of issuance. The
Compensation Warrant Certificates are being held in escrow by the Agent’s lawyer and will be
released to the Agent on the closing date of the Amalgamation.
Non-Brokered Financing with Strategic Investors
Within 30 days following the completion of th e Amalgamation, the Resulting Issuer anticipates
completing an additional non-brokered private placement (the “Strategic Financing”)(referred to as
the “Concurrent Non-Brokered Financing” in the Circular) of up to 3,333,334 Resulting Issuer Shares
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at the O ffering Price to arm’s length strategic investors and their associates and affiliates for
additional gross proceeds of up to $1 million.
It is expected that the proceeds of the Goldplay Financing and the Strategic Financing will be used to
fund the costs associated with completing the Amalgamation, exploration on the Resulting Issuer’s
properties, concession taxes due on the Resulting Issuer’s Mexican properties and for general
working capital (see below for further details).
Closing of the Amalgamation
Meetings of the shareholders of Soleil and Goldplay will be held on February 26, 2018 for, among
other things, the purpose of obtaining approval of the Amalgamation. The Company currently
anticipates that the Amalgamation will be completed on March 1, 2018.
The Resulting Issuer
Assuming that no shareholders of Goldplay or Soleil dissent to the Amalgamation, immediately upon
completion of the Amalgamation there will be 29,534,572 Resulting Issuer Shares issued and
outstanding (34,140,600 Resulting Issuer Shares on a fully -diluted basis). Assuming that no
shareholders of Goldplay or Soleil dissent to the Amalgamation, upon completion of the
Amalgamation and the Strategic Financing, there will be approximately 32,867,906 Resulting Issuer
Shares issued and outstanding (37,807,268 Resulting Issuer Shares on a fully-diluted basis), with:
(i) former Soleil shareholders holding 6,200,000 Resulting Issuer Shares, representing 21.0% of
the outstanding Resulting Issuer Shares upon completion of the Amalgamation or 18.9% of
the Resulting Issuer Shares upon completion of the Amalgamation and assuming the Strategic
Financing is fully subscribed;
(ii) former Goldplay shareholders (not including subscribers under the Goldplay Financing or the
Strategic Financing) holding 15,833,333 Resulting Issuer Shares, representing 53.6% of the
outstanding Resulting Issuer Shares upon completion of the Amalgamation o r 48.2% of the
Resulting Issuer Shares upon completion of the Amalgamation and assuming the Strategic
Financing is fully subscribed;
(iii) subscribers under the Goldplay Financing holding 7,501,239 Resulting Issuer Shares,
representing 25.4% of the outstanding Resulting Issuer Shares upon completion of the
Amalgamation or 22.8% of the Resulting Issuer Shares upon completion of the Amalgamation
and assuming the Strategic Financing is fully subscribed; and
(iv) the subscribers under the Strategic Financing holding 3, 333,334 Resulting Issuer Shares,
representing 10.1% of the outstanding Resulting Issuer Shares upon completion of the
Amalgamation and assuming the Strategic Financing is fully subscribed.
Update to Disclosure in Circular
In contemplation of the meetings of the shareholders of Goldplay and Soleil, respectively, and as a
result of the over -subscribed Goldplay Financing and the anticipated Strategic Financing, Soleil and
Goldplay wish to amend and update certain of the disclosure set forth in the Circular w ith a view to
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ensuring that readers have the most current information available prior to considering and voting
on the Amalgamation.
For the purposes of the following disclosure, “Min. Financing” or “Minimum Financing” refers to the
now-closed Goldplay Financing, and “Max. Financing” or “Maximum Financing” refers to the now -
closed Goldplay Financing and assumes the proposed additional Strategic Financing is fully
subscribed. Other terms used but not defined have the meanings ascribed thereto in the Circular.
Information regarding the Resulting Issuer’s fully diluted capitalization previously set out on page 3
of Appendix G in the Circular is updated as follows:
PRO FORMA CONSOLIDATED CAPITALIZATION
Fully Diluted Share Capital
The following table describes and summarizes the diluted share capital of Resulting Issuer following
the completion of the Amalgamation:
Designation of Security
Amount
Outstanding
(Min.
Financing)
Percentage
(%)
of Total
Amount
Outstanding
(Max.
Financing)
Percentage
(%)
of Total
Resulting Issuer Shares issuable for Soleil Shares
issued as of the date of this Circular(1):
6,200,000 18.2% 6,200,000 16.4%
Resulting Issuer Shares issuable for Goldplay
Shares issued as of the date of this Circular (1):
15,833,333 46.4% 15,833,333 41.9%
Resulting Issuer Shares reserved for closing of the
Goldplay Financing(1):
7,501,239 22.0% 7,501,239 19.8%
Resulting Issuer Shares reserved for closing of the
Strategic Financing(1):
Nil N/A 3,333,334 8.8%
Resulting Issuer Shares reserved for issuance upon
exercise of the Soleil Options(1):
620,000 1.8% 620,000 1.6%
Resulting Issuer Shares reserved for issuance upon
exercise of the Soleil Agent’s Warrants(1):
500,000 1.5% 500,000 1.3%
Resulting Issuer Shares reserved for issuance upon
exercise of the Goldplay Warrants(1):
1,111,505 3.2% 1,111,505 2.9%
Resulting Issuer Shares reserved for issuance upon
exercise of the Goldplay Compensation
Warrants(1):
41,066 0.1% 41,066 0.1%
Resulting Issuer Shares to be reserved for the
exercise of Resulting Issuer Options to be granted
on the Effective Date after completion of the
Amalgamation(2):
1,750,000 5.1% 1,750,000 4.6%
Remaining Resulting Issuer Shares to be reserved
for the exercise of Resulting Issuer Options
available for grant under the Resulting Issuer
Stock Option Plan(3):
583,457 1.7% 916,790 2.4%
Total fully diluted Share capitalization: 34,140,600 100% 37,807,268 100%
Notes:
(1) Assumes the consolidation of share capital to be completed by each of Goldplay and Soleil immediately prior to the Effective Time of the
Amalgamation (see “Effect of the Amalgamation – Goldplay Shares and Soleil Shares” in the body of the Circular).
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Information regarding the Resulting Issuer’s funds available and principal purposes of such funds
previously set out on page 4 of Appendix G in the Circular is updated as follows:
AVAILABLE FUNDS AND PRINCIPAL PURPOSES
Funds Available
Source of Funds
Approx. Amount
(Min. Financing)
($)
Approx. Amount
(Max. Financing)
($)
Soleil estimated consolidated working capital(1) $866,590 $866,590
Goldplay estimated consolidated working capital (1) $81,781 $81,781
Estimated net proceeds from the Goldplay Financing (2) $2,112,170 $2,112,170
Proceeds from the Strategic Financing Nil $1,000,000
TOTAL ESTIMATED FUNDS AVAILABLE TO THE RESULTING
ISSUER (unaudited):
$3,060,541 $4,060,541
Notes:
(1) Estimated as at December 31, 2017.
(2) Net of an estimated $138,200 expenses related to the Goldplay Financing (including, the Agent’s out -of-pocket expenses, commission
payable, the subscription receipt agent fees and legal fees plus applicable taxes).
Principal Purposes of Funds
As at the date hereof, the proposed management of the Resulting Issuer following completion of the
Amalgamation intends to use the funds available to the Resulting Issuer upon completion of the
Amalgamation, in order of priority, substantially as set forth in the following table:
Use of Funds
Approx. Amount
(Min. Financing)
($)
Approx. Amount
(Max. Financing)
($)
Balance of costs of the Amalgamation(1) $257,261 $257,261
Completion of Stage 1 work program on the El Habal Gold
Property as recommended in the Technical Report (2)
$456,810 $456,810
Based on and subject to results of Stage 1 work program,
complete Stage 2 work program on the El Habal Gold Property
as recommended in the El Habal Technical Report (2)
$537,500 $537,500
Administrative costs for 12 month period after completion of
the Amalgamation(3)(4):
$421,741 $421,741
Concession taxes in Mexico $49,998 $49,998
Unallocated working capital: $1,360,431 $2,360,431
Notes:
Refer to page 5 of Appendix G of the Circular for details on the footnotes to this table.
Information regarding anticipated principal securityholders of the Resulting Issuer previously set out on
page 5 of Appendix G in the Circular is updated as follows:
PRINCIPAL SECURITYHOLDERS
To the knowledge of the directors and executive officers of Soleil and Goldplay as of the date hereof, it
is anticipated that no persons or corporations will beneficially own or control, directly or indirectly, or
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exercise control or direction over more than 10% of the issued and outstanding Resulting Issuer Shares
following completion of the Amalgamation.
Information regarding the Directors and Executive Officers of the Resulting Issuer previously set out on
pages 6-7 of Appendix G in the Circular is updated as follows:
DIRECTORS AND EXECUTIVE OFFICERS OF RESULTING ISSUER
The following table sets forth the name, municipality of residence and proposed office for each of the
proposed directors and executive officers of Resulting Issuer following completion of the
Amalgamation, together with the date they were appointed to their position at Soleil or Goldplay, as
the case may be, and the number and percentage of Resulting Issuer Shares anticipated to be
beneficially owned, or over which control or direction will be exercised, based on current and
anticipated shareholdings in Soleil and Goldplay at the Effective Time:
Name,
Municipality of
Residence &
Expected Position
Date Appointed as
Director or Officer
of Soleil/Goldplay
Principal Occupation for the Previous
Five Years
Number and
Percentage of
Resulting Issuer
Shares Held or
Controlled Upon
Completion of
the
Amalgamation
and including the
Goldplay
Financing(1)
Marcio Fonseca(2)
Vancouver, BC
President, CEO &
Director
June 18, 2014
(Director of Goldplay)
Jan 1, 2017
(President & CEO of
Goldplay)
Vice President Corporate Development
SilverCrest Mines (2013 – 2015); and
Division Director Macquarie Bank.
Metals Energy Capital Division (2004 –
2013)
2,456,942(4)
8.3%
Yaron Conforti
Toronto, ON
Vice-President,
Corporate Development
October 1, 2017 Principal of Emmarentia Capital Corp., a
private company engaged in principal
investments and advisory services for
venture-stage companies
1,574,377(5)
5.3%
Gino DeMichele(3)
Calgary, AB
Director
Apr 20, 2017
(Director of Goldplay)
CEO of Vogogo Inc. (since Jun 2016), a
risk management and payment services
company listed on the TSXV; CEO of A2
Capital Management Inc. (since 2013), a
private merchant bank; and former
investment advisor with Macquari e
Private Wealth (Oct 2009 – Jul 2013)
1,522,161(6)
5.2%
Darren Bahrey
Vancouver, BC(3)
Director
Nov 28, 2012
(Director of Goldplay)
CEO and co -founder of DFX Exploration
Ltd. (since Sep 2011), a private resources
company; and former CEO of Oro Mining
Ltd. (Sep 2004 – Nov 2011), a TSXV -
listed company
1,345,311(7)
4.6%
Blaine Bailey Nov 8, 2012 Principal of Promaid Services Ltd., a 572,923
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Burnaby, BC
CFO and Corporate
Secretary
(CFO of Goldplay) private company that provides
accounting and CFO services to public
companies (since 2002); CFO of various
TSXV-listed companies
1.9%
Michael Thomson(2)
Calgary, AB
Director
Oct 19, 2016
(Director of Soleil)
President and principal of Independent
Capital Partners, a corporate financing
consulting and advisory company
300,000(8)
1.0%
Heye Daun
Vredehoek, South Africa
Director
July 10, 2017
(Director of Goldplay)
President of Osino Resources Corp., a
private mining company; director of
Lumina Gold Corp. (since Dec 2016); and
former President and CEO of Ecuador
Gold and Copper Corp. and former
President and co-founder of Auryx Gold
Corp., all of which are mining
companies.
203,324(9)
0.7%
Laura Diaz
Mexico City, Mexico
Director
Mar 26, 2013
(Director of Goldplay)
Lawyer. Mexican national and partner
of DBR Lawyers. 22+ years as legal
counsel for multiple public exploration
and mining companies in Mexico,
including small to mid - size Canadian
mining companies operating in Mexico.
122,643
0.4%
Alan Friedman(2)(3)
Toronto, ON
Director
July 10, 2017
(Director of Goldplay)
President and CEO of Rivonia Capital
Inc., a Canadian corporation providing
market structuring, capital planning and
administrative management services to
private and public resource companies
(since Sep 2006)
Nil
0%
Notes:
(1) Information provided by the respective director or executive officer.
(2) Proposed member of Audit Committee.
(3) Proposed member of Compensation Committee.
(4) 835,889 Resulting Issuer Shares of which will be held directly by Mr. Fonseca and 1,287,719 of which will be held by Margeo
Consulting Inc., a private company owned and controlled by Mr. Fonseca, resulting from the exchange of Goldplay Shares for
Resulting Issuer Shares on completion of the Amalgamation. In addition, Margeo Consulting Inc. will acquire 166,667 Resulting
Issuer Shares and Mr. Fonseca will acquire 166,667 Resulting Issuer Shares on conversion of Goldplay Subscription Receipts af ter
closing of the Amalgamation.
(5) 338,874 Resulting Issuer Shares of which will be held directly by Mr. Conforti and 1,152,170 of which will be held by 2280730
Ontario Inc., a private company owned and controlled by Mr. Conforti, resulting from the exchange of Goldp lay Shares for
Resulting Issuer Shares on completion of the Amalgamation. In addition, Yaron Conforti will acquire 83,333 Resulting Issuer Shares
on conversion of Goldplay Subscription
(6) All of which Resulting Issuer Shares will be held by A2 Capital Ma nagement Inc., a private company owned and controlled by Mr.
DeMichele, resulting from the exchange of Goldplay Shares for Resulting Issuer Shares on completion of the Amalgamation. In
addition, A2 Capital Management Inc. will acquire 166,667 Resulting Issuer Shares on conversion of Goldplay Subscription Receipts
after closing of the Amalgamation.
(7) 1,310,311 Resulting Issuer Shares of which will be held by GoVenture Capital Ltd., a private company owned and controlled by Mr.
Bahrey, resulting from the e xchange of Goldplay Shares for Resulting Issuer Shares on completion of the Amalgamation. In
addition, Darren Bahrey will acquire 35,000 Resulting Issuer Shares on conversion of Goldplay Subscription Receipts after closing of
the Amalgamation.
(8) All of which Resulting Issuer Shares will be held by Independent Capital Partners Inc., a private company owned and controlled by
Mr. Thomson.
(9) All of which Resulting Issuer Shares will be held by Apollo Nominees Incorporated, a private company owned and controlled by Mr.
Daun.
After giving effect to the Amalgamation and the conversion of the Goldplay Subscription Receipts
immediately thereafter, the number of Resulting Issuer Shares beneficially owned, directly or
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indirectly, or over which control or direction will be exercised, by the proposed directors and
executive officers of the Resulting Issuer, will be an aggregate of 8,097,681 Resulting Issuer Shares,
options to purchase an aggregate of 1,848,623 Resulting I ssuer Shares and warrants to purchase an
aggregate of 1,111,505 Resulting Issuer Shares (approximately 27.4% and 32.4% of the estimated
issued and outstanding Resulting Issuer Shares following completion of the Amalgamation,
calculated on an undiluted basi s and fully -diluted basis, respectively, and approximately 24.6% and
29.2% of the estimated issued and outstanding Resulting Issuer Shares following completion of the
Amalgamation, calculated on a undiluted basis and fully -diluted basis, respectively, assu ming the
Strategic Financing if fully subscribed).
About Soleil Capital Corp.
Soleil is a CPC that completed its initial public offering of $1,000,000 (gross proceeds) and obtained a
listing on the Exchange in January 2017 (trading symbol: "SOLE.P"). Prior to entering into the letter
of intent which superseded the Agreement, Soleil did not carry on any active business activity other
than reviewing potential transactions that would qualify as Soleil's Qualifying Transaction.
About Goldplay Resources 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 Gold District, Sinaloa, Mexico. The
Rosario 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 exploration, financing, development in the mining industry,
including extensive exploration experience in the Rosario District, leading to previous succe ssful
discoveries.
Goldplay also owns optioned interests in certain unpatented mining claims located in Nevada, USA.
For further information on Goldplay, contact:
Mr. Marcio Bastos Fonseca
Telephone: 1.416.499.0747
Email: [email protected]
Cautionary Note
The completion of the Amalgamation is subject to a number of conditions including, without
limitation, approval of the Exchange and the approval of the shareholders of Goldplay and Soleil.
Where applicable, the Amalgamation cannot close until the required approvals have been obtained.
There can be no assurance that the Amalgamation will be completed as proposed or at all.
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ON BEHALF OF THE BOARD OF DIRECTORS:
Michael G. Thomson,
President, Chief Executive Officer,
Chief Financial Officer and Director
For further information please contact:
Michael Thomson
Email: [email protected]
Phone: (604) 312-4777
Disclaimer for Forward-Looking Information
This press release contains forward -looking statements and information that are based on the beliefs
of management and reflect Soleil'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 information
in thi s press release include information relating to the business plans of Soleil, Goldplay, and the
Resulting Issuer, the Goldplay Financing, the Strategic Financing and the Amalgamation (including
Exchange approval and the closing of the Amalgamation). Such s tatements and information reflect the
current view of Soleil. 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 involve 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 impli ed by
such forward-looking statements.
Such factors include, among others, the following risks:
there is no assurance that the Strategic Financing will be completed or as to the actual offering
price or gross proceeds to be raised in connection with the Strategic Financing.
there is no assurance that Soleil and Goldplay will obtain all requisite approvals for the
Amalgamation, including the approval of the Soleil Shareholders and Goldplay Shareholders, or
the approval of the Exchange for the Amalgamation (which may be conditional upon
amendments to the terms of the Amalgamation);
following completion of the Amalgamation, the Resulting Issuer may require additional
financing from time to time in order to continue its operations. Financing may not be ava ilable
when needed or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of
operations; and
the stock markets have experienced volatility that often has been unrelated to the
performance of companies. These fluctuations may adversely affect the price of the Resulting
Issuer's securities, regardless of its operating performance.