DBDC02\CLIENTS\JTS\470101\PP January 2018\5158V2
DBDC02\CLIENTS\JTS\470101\PP JANUARY 2018\5158V2
January 26, 2018
Not for distribution to United States newswire services or for dissemination in the United States
NEWS RELEASE
SolidusGold Inc. Announces Private Placement
Vancouver, BC – January 26, 2018 –SolidusGold Inc. (the “Company”) (TSX-V: “SDC”) is pleased to
announce that it intends to raise up to $ 375,000 through a non-brokered private placement of up
to 3,571,429 units at a price of $0.105 per unit. Each unit will consist of one common share and one
common share purchase warrant. The warran ts will be exercisable for 24 months at an exercise
price of $ 0.14 per warrant share. All securities issued pursuant to the Private Plac ement will be
subject to a four-month hold period from the date of issue.
The proceeds from the private placement will b e used for the evaluation of potential acquisition
transactions, including land and legal due diligence reviews, and for general working capital
The Private Placement is subject to acceptance by the TSX Venture Exchange.
Certain directors and officers of t he Company are expected to acquire securities under the private
placement. Such participation would be considered to be a "related party transaction" as defined
under Multilateral Instrument 61 -101 (" MI 61 -101”). The transaction is exempt from the formal
valuation and minority shareholder approval requirements of MI 61 -101 on the basis that neither
the fair market value of the securities to be distributed in the transaction nor the consideration to
be received for those securities insofar as the transaction involves interested parties exceeds
$2,500,000.
For more information please email [email protected].
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the polici es of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Contact Information
SolidusGold Inc.
Sorin Posescu, President and CEO
Email: [email protected]
Cautionary Note Regarding Forward- Looking Statements: Certain disclosure in this release,
including statements regarding the Company's intention to carry out a private placement financing
and the use of proceeds from such financing constitute “forward -looking information” within the
meaning of Canadian securities legislation. In making the forward -looking statements in this
release, the Company has applied certain factors and assumptions that the Company believes are
reasonable, including that the Company is able to obtain regulatory approval of the private
placement and is otherwise able to complete the private placement. However, the forward -looking
statements in this release are subject to numerous risks, uncertainties and other factors that may
- 2 -
DBDC02\CLIENTS\JTS\470101\PP JANUARY 2018\5158V2
cause future results to d iffer materially from those expressed or implied in such forward -looking
statements. Such uncertainties and risks include, among others, financing risks, delays in obtaining
or inability to obtain required regulatory approvals and inability to complete the private placement.
There can be no assurance that such statements will prove to be accurate, and actual results and
future events could differ materially from those anticipated in such statements. Readers are
cautioned not to place undue reliance on forwa rd-looking statements. The Company does not
intend, and expressly disclaims any intention or obligation to, update or revise any forward -looking
statements whether as a result of new information, future events or otherwise, except as required
by law.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualificati on under the securities laws of such
jurisdiction, including the United States . The securities referenced in this press release have not
been and will not be registered under the United States Securities 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, a "U.S. person," as such term is defined in
Regulation S under the U.S. Securities Act, unless an exemption from such registratio n
requirements is available.