Solstice Announces $1.1 Million Flow-Through Share and Unit Financing Red Lake Drill Program Expanded
Solstice Announces $1.1 Million Flow-Through Share and Unit Financing
Red Lake Drill Program Expanded
VANCOUVER, British Columbia, August 8, 2022 - Solstice Gold Corp. (TSXV: SGC) (“Solstice”, “we”, “our”
or the “ Company”) is pleased to announce that it intends to complete a financing by way of a non -
brokered private placement for aggregate proceeds of $1.1 million subject to increase at the discretion of
the board of directors of the Company (the “Offering”). Offering participation will be led by members of
the management team, board of directors and a new institutional investor.
The Offering will consist of: (i) common shares of the Company (the “ National Flow-Through Shares”)
that qualify as flow-through shares for purposes of the Income Tax Act (Canada) (the “ITA”) at a price of
$0.13 per National Flow-Through Share; (ii) common shares of the Company (the “Ontario Flow-Through
Shares”) to residents in Ontario that qualify as flow -through shares for purposes of the ITA at a price of
$0.17 per Ontario Flow-Through Share; and (iii) units (each, a “Unit” and together with the National Flow-
Through Shares and the Ontario Flow-Through Shares, the “Securities”) at a price of $0.12 per Unit, each
comprised of one common share of the Company (each, a “ Common Share”) and one warrant (each, a
“Warrant”) exercisable for one Common Share at an exercise price of $0.17 for a period of 18 months
from the closing date of the Offering.
Mike Timmins, Solstice CEO stated, “Current drilling at the Red Lake Extension (RLX) project is tracking to
plan and given the size of the property position, number of developed target areas and early observations
from core logging, we will expand the program and continue to focus our activities on this under explored
extension of the Camp. We are fortunate to have a tremendous level of support from our board of directors
and it’s exciting to be able to attract new investment to fuel o ur goal of making a new discovery in Red
Lake.”
The gross proceeds raised from the Offering will be used by the Company: (i) from the National Flow -
Through Shares to fund exploration programs qualifying as “Canadian Exploration Expenses” and “flow -
through mining expenditures” (as those terms are defined in the ITA) at the Company’s mining projects;
(ii) from the Ontario Flow -Through Shares to fund exploration programs qualifying as “Canadian
Exploration Expenses” and “flow -through mining expenditures” at the Company’s mining projects in
Ontario; and (iii) from the Units for general corporate and working capital.
The closing of the Offering is expected to occur on or bef ore August 19, 2022 (the “Closing Date”) and is
subject to receipt of all applicable regulatory approvals, including the approval of the TSX Venture
Exchange (the “TSXV”). By way of private placement, the National Flow-Through Shares will be offered to
Canadian residents other than in Ontario, the Ontario Flow-Through Shares will be offered to residents of
Ontario and the Units will be offered to residents of Canada and other jurisdictions as determined by the
board of directors of the Company. The Securities issued under the Offering will be subject to a statutory
hold period of four months and one day from the Closing Date.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States. The securities have not been and will not be registered under the United States Act of
1933, as amended (the “ U.S. Securities Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities
Act) unless registered under the U.S
About Solstice Gold Corp.
Solstice is an exploration company with quality, district-scale gold projects in established mining regions
of Canada. Our 180 km 2 Red Lake Extension (RLX) and New Frontier projects are located at the
northwestern extension of the prolific Red Lake Camp in Ontario and approximately 45km from the Red
Lake Mine Complex owned by Evolution Mining. The Company is funded for phase one drilling at RLX. Our
newly formed 322km2 Atikokan Gold Project is approximately 23km from the Hammond Reef Gold Project
owned by Agnico Eagle Mines Limited and is fully funded for a robust field program in 2022. Our Qaiqtuq
Gold Project which covers 886 km2 with certain other rights covering an adjacent 683 km2, hosts a 10 km2
high grade gold boulder field, is fully permitted and hosts multiple drill -ready targets. Qaiqtuq is loca ted
in Nunavut, only 26 km from Rankin Inlet and approximately 7 km from the Meliadine Gold Mine owned
by Agnico Eagle Mines Limited. An extensive gold and battery metal royalty and property portfolio of over
80 assets was purchased in October 2021. Approximately $1.2 million in value and two new royalties have
been generated since the acquisition.
David Adamson was a co-award winner for the discovery of Battle North Gold Corporation's Bateman Gold
deposit and was instrumental in the acquisition of many o f the district properties in the Battle North
portfolio during his successful 16 years of exploration in the Red Lake.
Sandy Barham, M.Sc., P.Geo., Senior Geologist, is the Qualified Person as defined by NI 43-101 standards
responsible for reviewing and approving the technical disclosures of this news release.
Neither 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 release.
On Behalf of Solstice Gold Corp.
Mike Timmins, Chief Executive Officer
For further information on Solstice Gold Corp., please visit our website at www.solsticegold.com or
contact:
Phone: (604) 283-7234
Forward-Looking Statements and Additional Cautionary Language
This news release contains certain forward -looking statements (“ FLS”) including, but not limited to
anticipated Offering proceeds, anticipated use of proceeds of the Offering, exploration programs
qualifying as “Canadian Exploration Expenses” and “flow -through mining expenditures” , the Company
making a gold d iscovery in Red Lake, the anticipated Closing Date, the approva l of the TSXV and the
jurisdictions in which the Offering will be conducted. FLS can often be identified by forward-looking words
such as “ approximate or (~)”, “emerging”, “goal”, “plan”, “intent”, “estimate”, “expects”, “potential”,
“scheduled”, “may” and “will” or similar words suggesting future outcomes or other expectations, beliefs,
plans, objectives, assumptions, intentions or statements about future events or performance. The
Company disclaims any intention or obligation to update or revise any forwa rd-looking statements,
whether as a result of new information, future events or otherwise, save and except as may be required
by applicable securities laws.
Since forward-looking information address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ materially from those currently anticipated
due to a number of factors and risks. These include, but are not limited to, that Company may not be able
to obtain necessary regulatory approvals for the Offering, the Offering may not close when anticipated or
may not close at all, that the use of proceeds from the Offering may differ due to unforeseen
circumstances and general risks relating to the Company’s business including there is no guar antee that
continued exploration at Solstice exploration projects, all of which are at an early stage of exploration,
will lead to the discovery of an economic gold deposit, future impacts of the COVID 19 pandemic and
government response to such pandemic, the ability of the Company to continue exploration at its projects
during the pandemic and the risk of future lack of access to the projects as a result thereof, delays in
obtaining or failures to obtain required governmental, environmental or other project approvals, inability
to locate source rocks, inflation, changes in exchange rates, fluctuations in commodity prices, delays in
the development of projects, regulatory approvals and other factors. FLS are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from expected results.
All forward-looking statements are based on the Company’s current beliefs as well as various assumptions
made by Company management and information currently available to them including that the Company
will be able to raise the anticipated proceeds of the Offering, that the Company will be able to obtain
requisite TSXV and regulatory approvals associated with the Offering. There can be no assurance that such
assumptions will prove to be accurate and actual results and future events could differ materially f rom
those anticipated in such. Forward looking statements reflect the beliefs, opinions and projections on the
date the statements are made and are based upon a number of assumptions and estimates that, while
considered reasonable, are inherently subject to significant business, economic, competitive, political and
social uncertainties and contingencies.