Soleil Capital Corp. Announces Qualifying Transaction
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
SOLEIL CAPITAL CORP. ANNOUNCES QUALIFYING TRANSACTION
September 21, 2017 , Calgary, Alberta : Soleil Capital Corp . (TSX.V: SOLE.P - the “Company” or
“Soleil”), a capital pool company (a “CPC”), is pleased to announce it has entered into a letter of
intent dated September 21, 2017 (the “LOI”) to enter into an arm’s length business combination
transaction (the “Proposed Transaction”) with Goldplay Exploration Ltd. (“Goldplay”). Goldplay is a
private mineral exploration company incorporated under the laws of British Columbia and active in
gold exploration in the Rosario Gold District, Sinaloa, Mexico (the “Rosario District”).
The purpose of the Proposed Transacti on is the creation of a public, TSX Venture Exchange -listed,
Mexico-focused, precious metals exploration company utilizing Goldplay's mineral exploration
strategy and experience related to the Rosario District. The working capital of the combined entity
(the " Resulting Issuer "), upon successful closing of the Proposed Transaction and the Concurrent
Financing (as defined herein) will be approximately CDN$2,000,000, sufficient to support Goldplay's
current 12 month exploration strategy, and the ongoing evaluation of new opportunities.
Soleil intends that the Proposed Transaction will constitute its Qualifying Transaction, as such term
is defined in the policies of the TSX Venture Exchange (t he “Exchange”). Upon completion of the
Proposed Transaction, the Company expects that the Resulting Issuer will be named Goldplay
Exploration Ltd. and will be listed as a Tier 2 Mining Issuer on the Exchange.
Summary of the Qualifying Transaction
The LOI contemplates Soleil and Goldplay undertaking an arm's length business combination
transaction, currently proposed to be completed by way of an amalgamation pursuant to the
provisions of the Business Corporations Act (British Columbia). As a result of the Proposed
Transaction, the current shareholders of Goldplay would own a majority of the issued and
outstanding Resulting Issuer Shares (as defined herein).
Each common share in the capital of Soleil (the “Soleil Shares”) that is outstanding immediately
prior to the completion of the Proposed Transaction (other than Soleil Shares held by shareholders
of Soleil (“Soleil Shareholders”) who exercise their dissent rights) is expected to be converted into
one-half of one (0.5) issued, fully paid and non-assessable common shares in the share capital of the
Resulting Issuer (“Resulting Issuer Shares”). For Soleil Shareholders, this will have the same effect as
a 2 (old) for 1 (new) consolidation of Soleil Shares at a deemed transaction price of $0.15 per share .
Each common share in the capital of Goldplay (the “Goldplay Shares”) outstanding immediately
prior to the completion of the Proposed Transaction (other than Goldplay Shares held by
shareholders of Goldplay (“Goldplay Shareholders”) who exercise their dissent rights) is expected to
be converted into 0.68231 issued, fully paid and non -assessable Resulting Issuer Share. Upon
completion of the Amalgamation, and assuming completion of a $1,000,000 Concurrent Financing,
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former holders of Soleil Shares are anticipated to hold, in the aggregate, 6,200,000 Resulting Issuer
Shares representing approximately 24.4% of the outstanding Resulting Issuer Shares , former
holders of Goldplay Shares are expected to hold, in the aggregate, 15,833,333 Resulting Issuer
Shares, representing approximately 62.42% of the outstanding Resulting Issuer Shares and investors
under the Concurrent Financing will hold, in the aggregate, 3,333,333 Resulting Issuer Shar es,
representing approximately 13.14% of the outstanding Resulting Issuer Shares.
In addition, each share purchase warrant and option of Soleil outstanding immediately prior to the
completion of the Proposed Transaction is expected to be converted into securities of the Resulting
Issuer on the same ratio as the Soleil Shares and each Goldplay share purchase warrant outstanding
immediately prior to the completion of the Proposed Transaction is expected to be converted into
securities of the Resulting Issuer on the same ratio as the Goldplay Shares.
In accordance with the terms of the LOI, with the exception of incentive stock options granted to
the Canadian Cancer Society or to any option holder remaining on the board of the Resulting Issuer,
holders of options to purchase Soleil Shares (t he “Soleil Options”) will agree to amend the terms of
their Soleil Options to provide that such options shall expire 90 days following the completion of the
Proposed Transaction.
The Amalgamation must be approved by not less than 66 2/3% of the votes cast at the meeting (the
“Soleil Meeting”) of Soleil Shareholders and the meeting (the “ Goldplay Meeting”) of Goldplay
Shareholders, respectively, each being held to consider, among other thing s, the Amalgamation. It
is expected that the Soleil Meeting and the Goldplay Meeting will be held in the fourth quarter of
2017 and a joint management information circular (the “ Circular”) will be pro vided to Soleil
Shareholders and Goldplay Shareholders in due course.
The completion of the Proposed Transaction is subject to the satisfaction of various conditions that
are standard for a transaction of this nature, including but not limited to (i) execution of a definitive
agreement (the “Definitive Agreement”) on or prior to November 1, 2017; (ii) the completion of the
Concurrent Financing; (iii) the approval by the shareholders of each of Soleil and Goldplay to
complete the Proposed Transaction, (iv) receipt of all requisite regulatory, stock exchange, court or
governmental authorizations and consents , including the Exchange ; and (v ) the completion of
satisfactory due diligence by each of the parties. As part of the Proposed Transaction, the directors
and officers of Goldplay and Soleil will enter into support agreements wher eby they will agree to
vote their Goldplay Shares and Soleil Shares, respectively, in favour of the Proposed Transaction at
a Goldplay Meeting and the Soleil Meeting, respectively. There can be no assurance that the
Proposed Transaction will be completed on the terms proposed above or at all.
Subject to satisfaction or waiver of the conditions precedent referred to herein and in the Definitive
Agreement, Soleil and Goldplay anticipate the Proposed Transaction will be completed on or before
January 15, 2018.
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Each of Soleil and Goldplay will bear their own costs in respect of the Proposed Transaction.
Proposed Concurrent Financing
Prior to or concurrent with completion of the Proposed Transaction , Goldplay will complete a
financing for gross proceeds in the range of $1,000,000 to $1,500,000 (the "Concurrent Financing'').
It is anticipated that the Concurrent Financing will be undertaken at a price of $0. 30 per share. The
proceeds raised will be used to fund the costs associated with completing the Pr oposed Transaction,
exploration on the Resulting Issuer’s properties and for general working capital. All securities issued
pursuant to the Concurrent Financing will be subject to a hold period of four months and one day.
Commissions may be paid on proceeds raised commensurate with industry norms. It is not known at
this time if any investment dealer or other registrant will be engaged to assist with fund raising
activities.
Sponsorship of the Qualifying Transaction
Sponsorship of a "Qualifying Transaction" of a CPC is required by the Exchange unless exempt
therefrom in accordance with the Exchange's policies . Given the size and nature of the Proposed
Transaction, including the amount of the Concurrent Financing, Soleil intends to apply for an
exemption from the sponsorship requirements pursuant to the policies of the Exchange. If the
exemption is not granted by the Exchange, then Soleil would be required to engage a sponsor.
Trading Halt
At the Company's request, trading in the Soleil's Shares has been halted by the Exchange. Trading is
expected to remain halted until, at the earliest, the completion of the Proposed Transaction.
The Resulting Issuer
Assuming completion of a $1,000,000 Concurrent Financing, i t i s estimated that there w ill be
approximately 25,366,667 Resulting Issuer Shares issued and outstanding immediately following
closing of the Proposed Transaction 29,293,288 Resulting Issuer Shares on a fully-diluted basis), with
former Soleil Shar eholders h olding approximately 24.4% of such Resulting Issuer Shares ( 21.2%
Resulting Issuer Shares on a fully -diluted basis), former Goldplay Shareholde rs holding
approximately 62.4% of such Resulting Issuer Shares (54.05 % Resulting Issuer Shares on a fully -
diluted basis) and subscribers under the Concurrent Financing holding approximately 13.1% of such
Resulting Issuer Shares (11.4% Resulting Issuer Shares on a fully-diluted basis).
Upon completion of the Proposed Transaction, in is anticipated that all of the existing directors and
officers of Soleil, other than Michael Thomson, will resign and the management of the Resulting
Issuer will include the persons identified below:
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Marcio Fonseca – President, CEO and Director - Vancouver, BC
Mr. Fonseca, M.Sc., Diploma Imperial College -UK, Specialization in Economic Engineering, P.Geo,
has more than 20 years’ exploration, mining and financial industry experience . He was the f ormer
Division Director for Macquarie Bank – Metals and Energy. Mr. Fonseca has extensive experience in
many jurisdictions through all phases of mineral asset development including senior and corporate
development positions with Vale. Phelps Dodge and Echo Bay Mines in Latin America. Mr. Fonseca
also has more than 10 years’ experience in assessing/leading/ investing in natural resources business
opportunities in Mexico. More recently Mr. Fonseca acted as VP Corp Development for SilverCrest
Mines, where he had a k ey role in the CAD$155M acq uisition of SilverCrest Mines by First Majestic
Silver Corp in Mexico.
Blaine Bailey – CFO - Vancouver, BC
Mr. Bailey, CPA, CGA, has more than 1 5 years’ experience as a CFO for mineral exploration
companies listed on the TSX, the TSXV Venture Exchange and the New York Stock Exchange (NYSE).
Heye Daun - Director – Cape Town, South Africa
Mr. Daun is currently the CEO and co -founder of Osino Resources Corp., a private gold development
company with assets in Africa. He has more than 20 years experience w ith respected mining
companies and financial groups. He was the former President and CEO of Ecuador & Copper Corp.
until its CAD$200m merger with Odin Mining and continues to serve as a Director of the resulting
Lumina Gold Corp. He was the co -founder of Auryx Gold Corp., and co -led that company through its
IPO, subsequent capital raising and project development to the CAD$180 million sale to B2 Gold
Corp. Prior to that, he worked with Nedbank Capital and Old Mutual Investment Group. The first 10
years of his career was spent with Rio Tinto, AngloGold and Goldfields, building and operating mines
in Africa.
Darren Bahrey – Director - Vancouver, BC
Mr. Darren Bahrey, B.Sc., CEO founded Oro Mining Ltd in 20 04, now Marlin Gold Mining Ltd. ,
(formerly,) and served as its President from September 15, 2004 to November 30, 2011. Mr. Bahrey
is a highly experienced exploration geologist, having spent over 20 years in the exploration business
with junior and major mining companies, predominantly in South and Central America. Mr. Bahrey
has experience in all aspects of exploration from generative to advanced projects, negotiations, and
acquisitions. He played a key role in the discovery of the extension of the Trinidad Mine now being
currently mined by Marlin Gold.
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Michael "Mick" G. Thomson – Director - Calgary, AB
Mr. Thomson has over 30 years of experience in the securities industry, as a lawye r, regulator,
investment banker, Vice President with two securities dealers and an entrepreneur . Mr. Thomson
has been the President and principal of Independent Capital Partners Inc., a corporate finance
consulting and advisory company since May, 1998. He is also a past independent director of the
Lil'Wat Business Corporations, the business arm of the Mt. Currie (Pemberton) First Nations Band.
Mr. Thomson has experience as a lawyer, regulator (Vancouver Stock Exchange, Legal Counsel,
Corporate Finance & Listings), and investment banker (Vice President at C.M. Oliver & Co mpany
Limited and Research Capital Corporation). He has been a serial entrepreneur and has been involved
in the formation and financing of numerous companies listed on the TSX.V, including Capital Pool
Companies.
Mr. Thomson is currently a director of So leil Capital Corp. (TSXV: SOLE.P), VR Resources Ltd. (TSXV:
VRR), Solegear Bioplastic Technologies Inc. (TSXV: SGB) and Metropolitan Energy Corp. (NEX:
MOE.H).
Alan Friedman – Director - Toronto, Canada
Mr. Friedman is currently the President, Co-founder and a director of Osino resources, a private gold
company with assets in Africa. Mr. Friedman is an African -trained lawyer and a public markets
entrepreneur. Mr. Friedman has been involved with North American public markets for more than
15 years, taki ng on an integral role in acquisitions, financings and going -public transaction for
numerous resource companies listed on the TSX, TSX Venture Exchange and AIM. Mr. Friedman is a
co-founder and director of Eco (Atlantic) Oil and Gas Ltd. (TSXV: EOG) and A uryx Gold Corp. (TOVP:
APH). He is also a director of Canada-Southern-African Chamber of Business.
Gino DeMichele – Director - Calgary, Alberta
Mr. DeMichele is the President and CEO of a private merchant banking and trading operation. He
has been engaged in global and domestic financial markets with 25 years of corporate finance and
M&A expertise. During his incumbencies as vice president and investment advisor , he managed
assets in excess of CAD$250 million and was consistently recogn ized as a top investment advisor
nationally and with Macquarie Private Wealth Inc. Mr. DeMichele has led, structured and financed
dozens of public and private deals spanning the last 22 years, a number of which exceeded $500
million in market cap.
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Laura Diaz – Director – Mexico City, Mexico
Ms. Diaz, LLB, is a Mexican national and a partner of DBR Lawyers. She has over 22 years’ experience
as legal counsel for multiple public exploration and mining companies in Mexico , including m id-size
Canadian mining companies operating in Mexico.
New Incentive Stock Option Plan
Following completion of the Transaction, the Resulting Issuer is expected to implement a new
incentive stock option plan, the terms and conditions of which will be implemented and deter mined
by the board of directors of the Resulting Issuer.
About Soleil Capital Corp.
Soleil is a CPC that completed its initial public offering and obtained a listing on the Exchange in
January 2017 (trading symbol: "SOLE.P"). Prior to entering into the LOI, 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.
All informati on in this Press Release relating to Goldplay is the sole responsibility of Goldplay.
Management of Soleil has not independently reviewed this disclosure nor has Soleil's management
hired any third party consultants or contractors to verify such information.
Goldplay was incorporated on November 8, 2012, under the Business Corporations Act (British
Columbia). Goldplay’s principal business is mineral exploration. The head of fice of Goldplay is
located at 250 University Ave., Suite 238, Toronto, Ontario M5H 3E5.
Goldplay is an 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
10 years experience in the Rosario District, leading to previous successful discoveries.
Pursuant to an assignment of r ights agreement (the “Assignment Agreement”) dated De cember 6,
2016, Goldplay’s wholly -owned subsidiary , Goldplay de Mexico S.A de CV (“ Goldplay Mexico ”),
acquired a 100% interest in a 274 sq km exploration area in the Rosario District from Grupo
Promotor Minero S.A de C.V. Located within this exploration area is the 37 sq km El Habal Property
(the “Qualifying Property”). Pursuant to the Assignment Agreement, Goldplay Mexico has agreed to
pay net smelter returns in an aggregate amount of 2.5% to three parties.
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Goldplay has completed an initial explorat ion program on the Qualifying Property comprised of
detailed geological mapping and surface sampling (trenching) in a 2 km long , 500 m wide zone
underlain by a large low sulphidation epithermal system . As a result of this initial exploration
program, Goldp lay has identif ied several exploration targets. The Resulting Issuer anticipates
spending approximately CDN$900,000 on a Phase I exploration program on the Qualifying Property,
such amount and the exact nature of the exploration program to be confirmed in a technical report
prepared in accordance with National Instrument 43 -101 (“ NI 43 -101”) that Goldplay has
commissioned.
The exploration concessions located adjacent to the Qualifying Property, and covering a total of 237
sq km, (the “Additional Properties”) are owned by Goldplay Mexico pursuant to the terms of the
Assignment Agreement . The Resulting Issuer does not currently propose to spend any material
amount of funds on the Additional Properties.
A technical report that complies with NI 43-101 and th e policies of the Exchange is being prepared
for the Qualifying Property and a subsequent news release disclosing a summary of such report will
be disseminated in due course.
Goldplay has engaged Davidson & Company, Chartered Professional Accou ntants, Vancouver, B.C.,
to prepare audited financial statements for the fiscal years ended December 31, 201 5 and 2016 and
unaudited financial statements for the six month period ended June 30, 2017. As at August 31,
2017, Goldplay has cash assets of approximately $480,000 and liabilities of approximately $74,000.
A subsequent news release disclosing certain financial information of Goldplay will be disseminated
in due course.
Cautionary Note
As noted above, completion of the Proposed Transaction is subject to a number of conditions
including, without limitation, approval of the Exchange, approval of the shareholders of Goldplay
and Soleil and completion of the Concurrent Financing. Where applicable, the Proposed Transaction
cannot close until the required approvals have been obtained. There can be no assurance that the
Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the continuous disclosure document containing
full, true and plain disclosure regarding the Proposed Transaction, required to be filed with the
securities regulatory authorities having jurisdiction over the affairs of the Company, any information
released or received with respect to the Proposed Transaction may not be accurate or complete and
should not be relied upon. The trading in the securities of Soleil on the Exchange, if reinstated prior
to completion of the Proposed Transaction, should be considered highly speculative.
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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 ex pectations. 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 this press release include information relating to the b usiness plans of Soleil, Goldplay, and the
Resulting Issuer, the Concurrent Financing, the Proposed Transaction (including Exchange approval and
the closing of the Proposed Transaction) and the board of directors and management of the Resulting
Issuer upon completion of the Proposed Transaction. Such statements 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 implied by
such forward-looking statements.
Such factors include, among others, the following risks:
there is no assurance that the Concurrent Financing will be completed or as to the actual
offering price or gross proceeds to be raised in connection with the Concurrent Financing. In
particular, the amount raised may be significantly less than the amounts anticipated as a result
of, among other things, market conditions and investor behaviour;
there is no assurance that Soleil and Goldplay will obtain all requisite approvals for the
Proposed Transaction , including the approval of the Soleil Shareholders and Goldplay
Shareholders, or the approval of the Exchange for the Proposed Transaction (which may be
conditional upon amendments to the terms of the Proposed Transaction);
following completion of the Proposed Transaction, the Resulting Issuer may require additional
financing from time to time in order to continue its operations. Financing may not be available
when needed or on terms and conditions acceptable to the Resulting Issuer;