Solstice Announces Closing of Upsized Private Placement
Solstice Announces Closing of Upsized Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
VANCOUVER, British Columbia--(BUSINESS WIRE)--April 1, 2025--Solstice Gold Corp.
(TSXV: SGC) (“Solstice”, “we”, “our” or the “Company”) is pleased to report the closing of its
previously announced private placement financing (the “Offering”) on Monday, March 31st,
2025 (the “Closing Date”), for gross proceeds of approximately $1.15 million through the
issuance of the following securities:
i. 9,285,714 premium flow-through units (the “Premium FT Units”) at a price of $0.049
per Premium FT Unit, each Premium FT Unit comprised of one common share of the
Company (each, a “Premium FT Share”) and one half warrant, where one full warrant
(each, a “FT Premium Warrant”) is exercisable for one common share of the Company
(each, a “Share”) at $0.05 for 12 months from the closing date of the Offering;
ii. 9,750,000 flow-through common shares (the “FT Shares”) at a price of $0.04 per FT
Share, each of the Premium FT Shares, FT Premium Warrants and FT Shares qualifying
as a flow-through share for purposes of the Income Tax Act (Canada) (the “ITA”); and
iii. 8,737,857 units of the Company (“Units”) at $0.035 per Unit, each Unit comprised of
one Share and one half warrant where one full warrant (each, a “Warrant”) is
exercisable for one Share at $0.05 for 12 months from the closing date of the Offering.
This represents an upsize to $1.15 million from the Company’s previously announced $850,000
anticipated gross proceeds of the Offering. The gross proceeds of the Offering will be used by
the Company: (i) $845,000 or 100% from the Premium FT Units and the FT 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; and (ii)
$305,825 or 100% from the Units for general corporate and working capital. The majority of the
proceeds will go to funding a diamond drill program at the Company’s Strathy Gold Project.
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.
In accordance with the TSXV policies, the Company is relying on a minimum pricing exception
to issue securities at less than $0.05 per listed security. Accordingly, the Company did not issue
securities under the Offering comprising more than 100% of its issued and outstanding Shares.
No proceeds of the Offering are expected to be paid to “Non-Arm’s Length Parties” (as defined
in the policies of the TSXV) or toward Investor Relations Activities (as defined in the policies of
the TSXV).
The purchase by insiders of the Company of an aggregate of 1,180,000 Units and 1,375,000 FT
Shares representing approximately $96,300 of the gross proceeds of the Offering constitute
“related party transactions” of the Company 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 be exempt from obtaining formal valuation and
minority approval of the Company’s shareholders respecting the purchase of securities under the
Offering by related parties as the fair market value of securities purchased under the Offering by
related parties is below 25% of the Company's market capitalization as determined in accordance
with MI 61-101.
The Premium FT Units, the Premium FT Shares, the FT Premium Warrants, the Shares issuable
upon exercise of the FT Premium Warrants, the FT Shares, the Units, the Warrants and the
Shares issuable upon exercise of the Warrants, 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, or for the account or benefit
of, U.S. persons absent registration or an exemption from the registration requirements of the
U.S. Securities Act and applicable state securities laws. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy any of the securities, nor shall there be any sale
of the securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
“United States” and “U.S. person” are as defined in Regulation S under the U.S. Securities Act.
75,000 Shares were issued to Raymond James as a finder’s fee.
Options
Solstice also announces today it issued 4,200,000 stock options (the “Options”) to certain
directors, officers, and employees of Solstice. Each Option is exercisable for one Share at an
exercise price of $0.05 and have a five-year term. The Options vest one third immediately, one
third one year from the date of grant and one third two years from the date of grant. The Options
are governed by the Company’s Stock Option plan ratified by shareholders of the Company on
December 4, 2024, at the Company’s annual and special meeting of shareholders and are subject
to the requirements of the TSX Venture Exchange. After these grants, the Company has
13,500,000 Stock Options issued and outstanding representing 5.7% of its issued and outstanding
Common. Included in the above Option grants are 4,000,000 option grants for Directors and
Officers of the Company.
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. A recent 17.5 line
km Alpha IP survey defines 50 new targets on SGC claims. Large, continuous IP anomalies are
structurally linked to areas of significant gold intercepts and are largely untested, presenting the
opportunity for significant discovery.
Our Qaiqtuq Gold Project which covers 662 km2, hosts a 10 km2 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 Evolution
Mining.
An extensive gold and battery metal royalty and property portfolio of over 80 assets was
purchased in October 2021. Well over $2.5 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 and our exploration 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.
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” and the exercise of Options. 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
lead to the discovery of an economic gold deposit, 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, 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 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.
Contacts
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