Solstice Upsizes Offering to a Minimum of $3M and Amends Flow-Through Terms
LEGAL_39500539.4
Solstice Upsizes Offering to a Minimum of $3M and Amends Flow-Through
Terms
VANCOUVER, British Columbia, August 11, 2022 - Solstice Gold Corp. (TSXV: SGC) (the “Company”) Further
to the news release issued on August 8, 2022, the Company is pleased to announce that in response to
strong investor demand it has upsized its previously announced non -brokered private placement (the
“Offering”) from gross proceeds of $1.1M to a mi nimum of $3M and amends the Offering terms as set
out below. Participation continues to be led by members of the board of directors, the management team,
and a new institutional investor.
The new Offering consists of: (i) units (each, a “Hard Dollar Unit” or “HD Unit”) at a price of $0.12 per HD
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 $0.17 per Common Sh are for 18 months from
the Closing Date (as defined herein); and (ii) units (each, a “ National Flow-Through Unit” or “NFT Unit”)
at a price of $0.135 per NFT Unit, each comprised of one Common Share qualifying as a flow -through
share (each, a “FT Share”) for purposes of the Income Tax Act (Canada) (the “ITA”) and a half Warrant on
the same terms as the Warrants in the HD Units. The Warrants comprised in the NFT Units do not qualify
as flow-through shares for the purposes of the ITA.
The gross proceeds of the Offering from: (i) the HD Units will be used for general corporate purposes and
working capital; (ii) the FT Shares comprised in the NFT Units will be used 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 in Ontario; and (iii) the Warrants comprised in
both the HD Units and the NFT Units will be used for general corporate purposes and working capital.
The closing of the Offering is still anticipated to occur on or before August 19, 2022 (the “ Closing Date”).
The Offering remains subject to the approval of the TSX Venture Exchange (the “TSXV”).
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 o ffered 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
LEGAL_39500539.4
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 located
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 of the district properties in the Battle North
portfolio during his successful 16 years of exploration in the Red Lake.
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”) in cluding, but not limited to the
approval of the TSXV, the anticipated use of proceeds from the Offering and the anticipated Closing Date.
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 discla ims 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, the Company may not be able
to obtain necessary regulatory approvals for the Offering including the approval of the TSXV, the Closing
Date may not occur when anticipated and general risks relating to the Company’s business including there
is no guarantee that c ontinued 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
LEGAL_39500539.4
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 c ause 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 and 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 material ly 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.