Solstice Gold Announces Transformative Acquisition of Extensive Portfolio of Royalty and Property Interests in Ontario and Quebec ‐Announces Concurrent C$2.5MM Financing and Early Exercise of Warrants for C$1.64MM‐
Solstice Gold Announces Transformative Acquisition of Extensive
Portfolio of Royalty and Property Interests in Ontario and Quebec
‐Announces Concurrent C$2.5MM Financing and Early Exercise of Warrants for C$1.64MM‐
VANCOUVER, British Columbia, September 15, 2021 ‐‐ Solstice Gold Corp. (TSXV: SGC) (“Solstice”, “we”, “our” or
the “Company”) is pleased to announce that we have executed a purchase agreement (the “Transaction”) to
acquire a portfolio of royalty and property interests (the "Portfolio") from a group of vendors including renowned
Canadian prospector and entrepreneur Perry English who has amongst other successes unrelated to this
transaction vended the claims to Great Bear Resources that today comprise part of the Dixie Project in Red Lake,
Ontario. This sale will be consummated through his company 1544230 Ontario Inc., along with his business partner
Gravel Ridge Resources Ltd. and its principals (collectively, with Perry English, the “Vendors”) for a cash purchase
price of C$3.8 million and 400,000 common shares of Solstice. C$235,000 cash has already been paid as a deposit
to the Vendors. Key highlights are summarized below:
Acquisition Details
Acquisition is expected to be fully funded from proceeds of concurrent financing and early exercise of
existing warrants of the Company.
The Portfolio consists of royalty and property interests in 86 projects, including:
45 projects that are currently under option to third parties, of which 42 include provision for net
smelter return (“NSR”) royalty interests (subject to exercise of the options)
10 stand‐alone NSR royalty interests
30 additional 100 percent owned properties available for option or sale.
Buyout of our RLX project including its NSR royalty.
Deal Highlights
Nominal Cash and Share Payments due to Solstice from the 45 projects currently under option to 3rd
parties totaling C$3.9MM (Table 1).
Subject to the exercise of the underlying options, Solstice will retain 42 royalties on the optioned
properties and is acquiring 10 existing NSR royalties in this acquisition for a total of 52 newly acquired
stand alone NSR royalties.
Solstice plans to offer to sell or option a 100% interest in each of the remaining 30 properties either in
separate or packaged deals. If consummated, these additional option agreements will generate cash
and share payments along with additional NSR royalties to be generated that will be 100% owned by
Solstice on closing, further enhancing the potential returns on this acquisition.
Following pay back, Solstice will have an extensive royalty portfolio at zero cost. Subject to the exercise
of the underlying options, Solstice will have acquired 52 royalties as part of the Transaction and this
will potentially increase by up to 30 projects if new options agreements are entered into.
Solstice ‘buys‐back’ as part of the deal its own Red Lake Extension (RLX) option in Ontario’s Red Lake
Gold District, which will become 100% owned and royalty‐free. Solstice is currently carrying out
expanded surveys at RLX which will lead to drill targeting in the latter part of 2021. Formerly, the RLX
royalty was 1.5%, of which a 1% could be purchased by Solstice for C$1.5 MM with a 0.5% NSR royalty
remaining in perpetuity in favour of the vendors.
Table 1: Cash and Share Payments due from Existing Option/Sales
Note: Share values used are: current share price for public companies, prospectus price (where available) for private companies going public, and C$0.10 for private companies with
no available price data. Excludes any potential royalty value and excludes any value for 30 currently un‐optioned agreements. Table assumes all option payments are made under
the option agreements.
The Portfolio comprises holdings in numerous actively explored mining districts in Canada's Superior Geological
Province and includes properties in the prolific Red Lake Gold District, as well as in highly prospective districts of
the Abitibi (in both Ontario and Quebec), Uchi, Wabigoon and Wawa sub‐provinces (Figure 1).
Approximately 74% of the portfolio is gold‐focused although a significant percentage (23%) offers exposure to
strategic metals: Copper, Lithium and Rare Earth Elements.
The Company’s rationale for the acquisition is as follows:
Short payback expected on the acquisition of approximately 3 years after which Solstice will potentially hold
royalties on 52 or more exploration assets in Ontario and Quebec.
Potential royalties are essentially acquired at no cost after payback. Potentially significant value creation from
any commercial discovery on the 52 properties optioned or where we hold held NSR royalties.
Upside in the share payments received by our option partners following any exploration success on the
optioned properties.
Future value creation in the form of cash, shares and NSR royalties on the 30 properties yet to be optioned out
by Solstice.
Provides annual and visible cash‐flow and pending exploration success on optioned properties potential sales
of NSR royalties held, to fund continued exploration of the Company’s Red Lake Extension and KGP Projects.
Provides no‐cost exploration exposure to Solstice shareholders in high profile districts in the top tier
jurisdictions of Ontario and Quebec.
Maintains our core focus on flagship KGP project in Nunavut which is adjacent to the Meliadine Mine (Agnico
Eagle Mines Ltd.) and on our emerging RLX project in Red Lake. Solstice has demonstrated mine‐finding
experience in both districts.
“We view this acquisition as transformative and highly accretive for Solstice Shareholders. This acquisition with a
compelling payback and significant upside helps create in Solstice a unique blend of exposure to focused, high
quality 100% owned projects, proven mine‐finding ability and now exposure to a stable of other cash‐flowing option
agreements with potential future royalties which are being explored by third parties. I would also like to highlight
the strong commitment of our board members who have agreed to exercise $1.64MM dollars worth of warrants
approximately two years early to help fund this acquisition. Our market‐savvy Board and Management will own
40% of issued and outstanding shares post closing of the financing. We believe that our unique project portfolio,
demonstrated mine finding ability and capital markets experience combined with our strong management and
board ownership position provides a compelling platform for future shareholder value accretion” stated Chairman
David Adamson.
Cash Shares Combined
2021 $350,500 $315,600 $666,100
2022 $948,000 $355,850 $1,303,850
2023 $1,288,000 $18,200 $1,306,200
2024 $581,000 $581,000
Total $3,167,500 $689,650 $3,857,150
Note: Numbers may not total 100% due to rounding.
Figure 1: Project Location Map and breakdown (Ontario and Quebec) for list of projects and additional details, see:
https://www.solsticegold.com/investors/presentations/
About the Vendors.
Perry English is a successful prospector having been extensively involved in Ontario’s mineral exploration industry
for over 35 years. He was honored with the Ontario Prospector Association’s (“OPA”) Prospector of the Year Award
in 2007 as well as the OPA’s Lifetime Achievement Award in 2014. Perry has been very active with claim staking in
Northwestern Ontario and has often been among the largest private claim holders in the province. He sold his
portfolio of 90 mineral properties to Rubicon Minerals Corp. in 2003 which now form a significant portion of the
regional landholdings of producer Evolution Mining Ltd. in Red Lake. In 2015, Perry vended claims to Great Bear
Resources Ltd. which currently form part of their Dixie Lake gold discovery holdings.
Gravel Ridge Resources Ltd. is an exploration and project generation company led by President Mike Frymire and
has focussed on precious metals in Ontario and Quebec over the past 14 years. Recently Gravel Ridge has generated
multiple projects that are progressing to the advanced exploration stage. In 2017, Mr. Frymire was recognized with
the NWOPA Discovery of the Year Award for the Bedivere Gold Project, Atikokan Ontario. Katie Misener, Vice
President, has a business background and has also been part of multiple gold discoveries in northwestern
Ontario, specifically the Atikokan area.
Concurrent Financing and Warrant Exercise
Completion and funding of the acquisition is subject to Solstice raising not less than C$2,000,000 in a concurrent
financing for the purpose of funding the balance of the purchase price for the Portfolio. The Company proposes to
raise up to C$2,500,000 pursuant to a non‐brokered private placement of up to 25,000,000 common shares at a
price of $0.10 per share (the “Transaction Financing”). It is expected that one or more of the directors of the
Company (each, a “Participating Director”) will participate in and subscribe for common shares in the Transaction
Financing. If a Participating Director purchases common shares under the Transaction Financing, the Transaction
Financing will constitute a “related party transaction” within the meaning of Policy 5.9 of the TSX Venture Exchange
(“TSX‐V”) and Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions (“MI
61‐101”) as a result of the Participating Director being a director of the Company.
Related party transactions require a formal valuation and minority shareholder approval unless exemptions from
these requirements are available. If the Transaction Financing constitutes a related party transaction, the Company
expects to rely on the exemption from the formal valuation requirement in section 5.5(b) of MI 61‐101 (as a result
of its common shares being listed on the TSX‐V) and the exemption from the minority approval requirement in
section 5.7(1)(b) of MI 61‐101 (as neither the fair market value of the common shares to be distributed to, nor the
consideration to be paid by, the Participating Director(s) is expected to exceed C$2,500,000).
The common shares issued pursuant to the Transaction Financing will be subject to a four‐month hold period in
accordance with the policies of the TSX‐V and applicable securities legislation. Further details in respect of the
Transaction Financing will be included in a material change report to be filed by the Company. The material change
report will be filed less than 21 days prior to closing of the Transaction due to the timing of the announcement of
the Transaction Financing and the Company wishes to complete the Transaction Financing in an expeditious
manner.
Additionally, three of our directors, Mr. Michael Gentile, Mr. Blair Schultz and Mr. Kevin Reid, have agreed to
exercise prior to the closing of the acquisition and approximately 2 years early all their currently held warrants in
Solstice for total proceeds of approximately C$1.64MM which will be used in conjunction with the proceeds raised
from the Transaction Financing to cover the cost of this acquisition and, to the extent that proceeds from such
warrant exercises exceed the cost of this acquisition, for general corporate purposes.
The Transaction Financing is subject to customary closing conditions and TSX‐V approval.
For additional details, please see the Company’s corporate presentation at:
https://www.solsticegold.com/investors/presentations/
About Solstice Gold
Solstice is a gold‐focussed exploration company engaged in the exploration of our high‐quality exploration assets
in top tier jurisdictions. Our 55 km2 Red Lake Extension project along with the combined 96 km2 Taillon, Moreau
and Berens projects are located on the north end of the prolific Red Lake Gold District in Ontario. Our district scale
KGP project covers 886 km2 with certain other rights covering an adjacent 683 km2, all with no underlying option
or earn in payments. KGP has seen over $12MM dollars spent on significant field work, identified a 10 km2 gold
boulder field and now prepared with multiple drill‐ready targets. KGP is located in Nunavut, Canada, only 26 km
from Rankin Inlet and approximately 7 km from the Meliadine gold deposits owned by Agnico Eagle Mines Ltd.
Solstice has approximately 99.8 million shares outstanding.
Solstice is committed to responsible exploration and development in the communities in which we work. For more
details on Solstice Gold, the Red Lake Extension Project and the KGP Project, please see our Corporate Presentation
available at www.solsticegold.com.
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.
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 content of this news release.
On Behalf of Solstice Gold Corp.
David Adamson,
Ph.D.
Chairman
For further information please visit our website at www.solsticegold.com or contact:
Marty Tunney,
P.Eng.
President
Phone: (604) 622‐5040
Forward Looking Statements
This news release contains certain forward‐looking statements (“FLS”) including, but not limited to the Company’s
expectations, intentions, plans and beliefs in connection with the Company’s planned exploration activities, the proposed
acquisition and concurrent Transaction Financing and the terms and conditions thereof, the expected use of proceeds from
the Transaction Financing and early warrant exercises from the Participating Directors, and the expected benefits and returns
to the Company following the acquisition. 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. There can be no guarantee that the Company will complete the proposed transaction and
financing on the terms currently contemplated or at all. There is also 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.
Factors that could cause actual results to differ materially from any FLS include, but are not limited to, failure of the Company
to raise sufficient proceeds in the financing to satisfy the purchase price of the portfolio acquisition, failure of the Company to
obtain TSX Venture Exchange approval on terms acceptable to the Company or at all, the 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.
Potential shareholders and prospective investors should be aware that these statements are subject to known and unknown
risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the FLS.
Shareholders are cautioned not to place undue reliance on FLS. By their nature FLS involve numerous assumptions, inherent
risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections
and various future events will not occur. Solstice undertakes no obligation to update publicly or otherwise revise any FLS
whether as a result of new information, future events or other such factors which affect this information, except as required
by law.
This news release contains information with respect to adjacent or other mineral properties in respect of which the Company
has no interest or rights to explore or mine or acquire. Readers are cautioned that mineral deposits on adjacent or similar
properties are not indicative of mineral deposits on the Company’s properties, nor is there certainty that Solstice’s projects
will contain economic mineralization. This news release mentions other companies that are unrelated to Solstice and this does
not imply any agreements, partnerships or rights with respect to any of these companies or their properties other than where
explicitly defined. Past performance is no guarantee of future performance and all investors are urged to consult their
investment professionals before making an investment decision.