Soleil Capital Corp. Proceeding with Qt – Enters into Amalgamation Agreement with Goldplay Exploration
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
SOLEIL CAPITAL CORP. PROCEEDING WITH QT – ENTERS INTO AMALGAMATION AGREEMENT
WITH GOLDPLAY EXPLORATION
November 20, 2017 , Calgary, Alberta : Soleil Capital Corp . (TSX.V: SOLE.P - the “Company” or
“Soleil”), a capital pool company (a “CPC”), is pleased to announce that further to its press release of
September 21, 2017, it has entered into an amalgamation agreement dated November 17, 2017 (the
“Agreement”) with Goldplay Exploration Ltd. (“Goldplay”) in respect of an arm’s length business
combination transaction (the “ Proposed Transaction”). 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 will be approximately
$1,507,504 (assuming completion of the minimum Concurrent Financing (as described below )) or
$2,507,504 (assuming completion of the maximum Concurrent Financing) , 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 (the “ 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 Agreement contemplates Soleil and Goldplay undertaking an arm's length business combination
by way of an amalgamation (the “ Amalgamation”) pursuant to the provisions of the Business
Corporations Act (British Columbia). Goldplay proposes to complete a Concurrent Financing for
gross proceeds of a minimum $500,000 and up to a maximum $1,500,000 (refer to section entitled
“Proposed Concurrent Financing” below) . As a result of the Proposed Transaction, the current
shareholders of Goldplay would own a majority of the issued and outstanding common shares of
the Resulting Issuer (the “Resulting Issuer Shares”).
The Agreement contemplates that the common shares in the capital of Soleil (the “Soleil Shares”)
outstanding immediately prior to the effective time of the Amalgamation will be consolidated on a 2
(old) for 1 (new) basis . The Agreement further contemplates that the common shares in the capital
of Goldplay (the “Goldplay Shares”) outstanding immediately prior to the effective time of the
Amalgamation (not including any Goldplay Shares issuable pursuant to the Concurrent Financing)
are expected to be consolidated such that post-consolidation there will be 15 ,833,333 Goldplay
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Shares then issued (being a 1 (old) for approximately 0.677747234 (new) basis). Upon completion of
the Amalgamation:
(i) former holders of Soleil Shares are anticipated to hold, in the aggregate, 6,200,000 Resulting
Issuer Shares representing approximately 26.2% of the outstanding Resulting Issuer Shares
assuming completion of the minimum Concurrent Financing (or 22.9% assuming completion
of the maximum Concurrent Financing);
(ii) former holders of Goldplay Shares (not including subscribers under the Concurrent Financing)
are expected to hold, in the aggregate, 15,833,333 Resulting Issuer Shares, representing
approximately 66.8% of the outstanding Resulting Issuer Shares assuming co mpletion of the
minimum Concurrent Financing (or 58.6% assuming completion of the maximum Concurrent
Financing); and
(iii) investors under the minimum Concurrent Financing will hold, in the aggregate, 1,666,667
Resulting Issuer Shar es, representing approximately 7% of the outstanding Resulting Issuer
Shares, whereas investors under the maximum Concurrent Financing will hold, in the
aggregate, 5,000,000 Resulting Issuer Shares, representing approximately 18.5% of the
outstanding Resulting Issuer Shares.
As a re sult of the Amalgamation, Soleil will effectively acquire Goldplay through the issuance of
15,833,333 Resulting Issuer Shares at a deemed price of $0.30 per Resulting Issuer Share for
aggregate deemed consideration of $4,750,000, exclusive of the Resulting Issuer Shares issuable on
conversion of Goldplay securities issued pursuant to the Concurrent Financing.
The Agreement contemplates that each share purchase warrant and option of Soleil outstanding
immediately prior to the completion of the Proposed Tran saction will be consolidated and
thereafter converted into securities of the Resulting Issuer on the same basis as the Soleil Shares
and each Goldplay share purchase warrant outstanding immediately prior to the completion of the
Proposed Transaction will be consolidated and thereafter converted into securities of the Resulting
Issuer on the same basis as the Goldplay Shares.
In accordance with the terms of the Agreement , with the exception of incentive stock options
granted to the Canadian Cancer So ciety and to Michael Thomson (who will be a director of the
Resulting Issuer), holders of options to purchase Soleil Shares will agree to amend the terms of their
options to provide that such options shall expire 90 days following the completion of the Pro posed
Transaction.
The Amalgamation must be approved by not less than 66 2/3% of the votes cast at the meeting (the
“Soleil Meeting”) of shareholders of Soleil (“Soleil Shareholders”) and the meeting (the “ Goldplay
Meeting”) of shareholders of Goldplay (“Goldplay Shareholders”), each of which will be held to
consider, among other things, the Amalgamation. It is expected that each of the Soleil Meeting and
the Goldplay Meeting will be held in early 2018 (First Quarter) and that a joint management
information circular (the “ Circular”) will be pro vided to Soleil Shareholders and Goldplay
Shareholders in due course.
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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) the completion of the
minimum $500,000 Concurrent Financing; (ii) the approval of the Amalgamation Agreement by
each of the Soleil S hareholders and the Goldplay Shareholders, (i ii) receipt of all requisite
regulatory, stock exchange, court or governmental authorizations and consents , including the
Exchange; and (iv) the completion of satisfactory due diligence by each of the parties. As part of the
Proposed Transaction, t he directors , officers and major shareholders of Goldplay and Soleil have
entered into voting support agreements whereby they will agree to vote their Goldplay Shares and
Soleil Shares, respectively, in favour of the Amalgamation at the Goldplay Meeting an d 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
Agreement, Soleil and Goldplay anticipate the Proposed Transaction will be completed on or before
February 15, 2018.
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 private
placement financing for minimum gross proceeds of $500,000 and up to maximum gross proceeds of
$1,500,000, (the "Concurrent Financing''). It is currently anticipated that the Concurrent Financing
will be conducted by way of a subscription receipt offering to be closed prior to the effective date of
the Amalgamation whereby Goldplay will sell and issue subscription receipts at a price of $0. 30 per
subscription receipt , and whereby i mmediately prior to the A malgamation being effected, each
subscription receipt will automatically convert , at no additional cost to the holder, to one post-
consolidated Goldplay S hare, which, in turn, at the effective time of the Amalgamation , will be
exchanged for a Resulting Issuer S hare on a 1:1 basis . (The end result being that investors receive
Resulting Issuer Shares at a deemed price of $0.30/share .) The proceeds raised will be used to fund
the costs associated with completing the Proposed Transaction, exploration on the Resulting Issuer’s
properties and for general working capital.
Goldplay has entered into an engagement letter with M Partners Inc. (“ M Partners ”) pursuant to
which M Partners has agreed to act as lead age nt, on a best efforts basis, in connection with the
Concurrent Financing,. M Partners may syndicate the offering to selling group members in its sole
discretion. On closing, M Partners will receive a cash commission equal to 7% of the aggregate gross
proceeds received from the Concurrent Financing (or 3% of the aggregate gross proceeds received
from investors on Goldplay’s President’s List) and compensation warrants equal to 7% of the number
of subscription receipts issued to investors who are not on Goldplay’s President’s List, each of which
compensation warrant will entitle the holder thereof to purchase one common share of the
Resulting Issuer for two years at an exercise price of $0.30/share.
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All securities issued pursuant to the Concurrent Finan cing will be subject to a hold period of four
months and one day.
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, and given that the Concurrent
Financing is an agency offering, 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 was halted on September 21, 2017. Trading
is expected to remain halted until, at the earliest, the completion or termination of the Proposed
Transaction.
The Resulting Issuer
Assuming completion of a minimum $500,000 Concurrent Financing, i t is estimated that there will
be approximately 23,700,000 Resulting Issuer Shares issued and outstanding immediately following
closing of the Proposed Transaction (25,931,505 Resulting Issuer Shares on a fully -diluted basis ),
with:
(i) former Soleil Shareholders holding approximately 26.2% of such Resulting Issuer Shares
(28.2% Resulting Issuer Shares on a fully-diluted basis);
(ii) former Goldplay Shareholde rs (not including subscribers under the Concurrent Financing)
holding approximately 66.8 % of such Resulting Issuer Shares (65.3% Resulting Issuer Shares
on a fully-diluted basis); and
(iii) subscribers under the minimum Concurrent Financing holding approximately 7 % of such
Resulting Issuer Shares (6.4% Resulting Issuer Shares on a fully-diluted basis).
Assuming completion of a maximum $1,500,000 Concurrent Financing, it is estimated that there will
be approximately 27,033,333 Resulting Issuer Shares issued and outstanding immediately following
closing of the Proposed Transaction (29,264,838 Resulting Issuer Shares on a fully -diluted basis),
with:
(i) former Soleil Shareholders holding approximately 22.9% of such Resulting Issuer Shares
(25% Resulting Issuer Shares on a fully-diluted basis);
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(ii) former Goldplay Shareholders (not including subscribers under the Concurrent Financing)
holding approximately 58.6 % of such Resulting Issuer Shares (57.9% Resulting Issuer Shares
on a fully-diluted basis); and
(iii) subscribers under the maximum Concurrent Financing holding approximately 18.5 % of such
Resulting Issuer Shares (17.1% Resulting Issuer Shares on a fully-diluted basis).
Upon completion of the Proposed Transaction, it 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:
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 e xtensive 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 acquisition of SilverCrest Mines by First Majestic
Silver Corp in Mexico.
Blaine Bailey – CFO - Vancouver, BC
Mr. Bailey, CPA, CGA, has more than 15 years’ experience as a CFO for mineral exploration
companies listed on the TSX, the TSXV Venture Exchange and the New York Stock Exchange (NYSE).
Yaron Conforti – Vice-President, Corporate Development - Toronto, ON
Mr. Conforti is the principal of Emmarentia Capital Corp., a private company engaged in principal
investments and advisory services for venture -stage companies. Mr. Conforti specializes in capital
raising, M&A and business development for private and public companies. He previously served in
senior roles at Canadian investment banks and in CEO, CFO and corporate director roles for publicly
traded companies in various sectors.
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 with respected mining
companies and financial gro ups. He was the former President and CEO of Ecuador & Copper Corp.
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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, AngloGol d and Goldfields, building and operating mines
in Africa.
Darren Bahrey – Director - Vancouver, BC
Mr. Darren Bahrey, B.Sc., CEO founded Oro Mining Ltd in 2004, 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 ma jor 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.
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 securitie s 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 & Company
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 Soleil 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, ta king 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
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co-founder and director of Eco (Atlantic) Oil and Gas Ltd. (TSXV: EOG) and Auryx 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 recognized as a to p 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.
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.
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.
All information 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 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
10 years experience in the Rosario District, leading to previous successful discoveries.
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Pursuant to an assignment of rights agreement (the “Assignment Agreement”) dated September 25,
2013 as am ended December 6, 2016, Goldplay’s wholly -owned subsidiary, Goldplay de Mexico S.A
de CV (“Goldplay Mexico”), acquired a 100% interest in a 264 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 return (“NSR”) royalties in an aggregate amount of up to 2.5%
to three parties , with rights to purchase up to an aggregate of 1.5% from two of the parties at a
purchase price of US$1,000,000 per 0.5% NSR.
Goldplay has completed an initial surface exploration 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, Goldplay has identified several exploratio n targets. The Resulting Issuer anticipates
spending approximately CDN$456,810 on a Phase I exploration program , and if merited, an
additional $537,500 on a Phase II exploration program, on the Qualifying Property, ( such amounts
and the exact nature of the exploration p rograms to be confirmed in a technical report prepared in
accordance with National Instrument 43-101 (“NI 43-101”) that Goldplay has commissioned.)
Additional exploration concessions located adjacent to the Qu alifying Property, and covering a total
of 227 sq km, (the “Additional Properties”) are owned by Goldplay Mexico pursuant to the terms of
the Assignment Agreement. Goldplay Mexico has agreed to pay net smelter returns in an aggregate
amount of up to 1.0% on the Additional Properties. 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 the policies of the Exchange has been prepared
for the Qualifying Property and has been filed with the Exchange for its review and acceptance . It is
anticipated that the technical report will be filed on SEDAR under the C ompany’s profile in
conjunction with the mailing of materials for the Soleil Meeting.
Goldplay has engaged Davidson & Company, Chartered Professional Accountants, 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 nine month period ended September 30, 2017. As of the
date of this press release, the September 30, 2017 statements have not yet been completed. As at
September 30 , 2017, Goldplay has cash assets of approximately $ 418,958 and liabilities of
approximately $36,555.