Solstice Announces Closing of Private Placement Financing
Solstice Announces Closing of Private Placement Financing
VANCOUVER, British Columbia, November 20, 2024 - Solstice Gold Corp. (TSXV: SGC) ( “Solstice”, “we”,
“our” or the “Company”) is pleased to report the closing today (the “ Closing Date ”) of the private
placement financing (the “Offering”) previously announced on November 13, 2024, of 6,600,000 shares
of the Company for gross proceeds of approximately $150,000. Under the Offering, the Company issued:
(i) 3,600,000 common shares of the Company (“Flow Through Shares”) at $0.025 per Flow Through Share,
each Flow Through Share qualifying as a flow-through share for purposes of the Income Tax Act (Canada)
(the “ITA”); and (ii) 3,000,000 common shares of the Company (“Hard Dollar Shares”) at $0.02 per Share.
The gross proceeds raised from the Offering will be used by the Company: (i) as to $90,000 or 100% from
the 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); and (ii) as to $60,000 or
100% from the Hard Dollar Shares, for general corporate and working capital, funding exploration at the
Company’s Strathy Gold Property.
No proceeds under the Offering are expected to be paid to “Non-Arm’s Length Parties” (as defined in the
policies of the TSX Venture Exchange (“ TSXV”)) or toward Investor Relations Activities (as defined in the
policies of the TSXV).
The Offering was conducted in reliance upon available exemptions from the prospectus requirements of
applicable Canadian securities laws. All securities issued under the Offering are subject to a hold period
of four months and one day from the Closing Date in accordance with applicable Canadian securities laws
and the policies of the TSXV
The purchase by i nsiders of the Company of an aggregate of 2,800,000 Flow Through Shares , and
3,000,000 Hard Dollar Shares representing approximately $130,000 of the gross proceeds of the Offering,
constitute “related party transactions” under Multilateral Instrument 61 -101-Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). Pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-
101 the Company is exempt from obtaining formal valulation and minority approval of the Company’s
shareholders respecting the purchase of securities under the Offering by related parties as the common
shares of the Company are listed on the TSXV and the fair market value of the securities purchased under
the Offering is below 25% of the Company’s market capitalization as determined in accordance with MI
61-101.
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 41 km2 Strathy Gold Project hosts high grade gold mineralization over a wide area
straddling two NE-SW-trending structures. It is located in the Abitibi Subprovince of the Superior Craton
and has never been systematically explored in its history. Our Qaiqtuq Gold Project which covers 662 km2,
hosts a 10 km 2 high grade gold boulder field, is fully permitted and hosts multiple drill -ready targets.
Qaiqtuq is located in Nunavut, only 26 km from Rankin Inlet and approximately 7 km from the Meliadine
Gold Mine owned by Agnico Eagle Mines Limited. Our district-scale Atikokan Gold Project is approximately
26 km from the Hammond Reef Gold Project owned by Agnico Eagle Mines Limited. Our 194 km2 Red Lake
Extension (RLX) and New Frontier projects are located at the northwestern extension of the prolific Red
Lake Camp in Ontario and approximately 45 km from the Red Lake Mine Complex owned by Evolut ion
Mining. An extensive gold and battery metal royalty and property portfolio of over 80 assets was
purchased in October 2021. Well over $2 million in value and three new royalties have been generated
since the acquisition.
Solstice is committed to responsible exploration and development in the communities in which we work.
For more details on Solstice Gold, our exploration projects and details on our recently acquired portfolio
of projects please see our Corporate Presentation available at www.solsticegold.com.
Solstice’s Chairman, 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 of 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.
Pablo McDonald, 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”.. 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
forward-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 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 guarantee that continued exploration at Solstice exploration projects, all of
which are at an early stage of exploration, will l ead to the discovery of an economic gold deposit s, the
ability of the Company to continue exploration at its projects 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, u ncertainties 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 spends funds raised under the Offering as anticipated.. There can be no
assurance that such assumptions will prove to be accurate and actual results and future events could
differ materially from 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.