SolidusGold Inc. Announces Closing of Private Placement
February 9, 2018
Not for distribution to United States newswire services or for dissemination in the United States
NEWS RELEASE
SolidusGold Inc. Announces Closing of Private Placement
Vancouver, BC – February 9, 2018 –SolidusGold Inc. (the “Company”) (TSX-V: “SDC”) is pleased to
announce that it has completed its previously announced non -brokered private placement for
aggregate proceeds of $375,000.06. The Company issued 3,571,429 units (the “Units”) at a price of
$0.105 per Unit.
Each Unit is compris ed of one common share (each, a “Share”) of the Company and one
transferable common share purchase warrant ( each, a “Warrant”). Each Warrant is exercisable at
an exercise price of $0.1 4 per Share until February 9, 2020. All securities issued in connection with
the private placement are subject to a hold period that will expire on June 10, 2018.
The proceeds from the private placement will be used for the evaluation of potential acquisition
transactions, including land and legal due diligence reviews, and f or general working capital. The
Company paid a total of $9,450 in finder’s fees in connection with the private placement.
Rick Van Nieuwenhuyse, a director of the Company, purchased 476,191 Units, and Sorin Posescu, a
director of the Company purchased 1,05 7,143 Units through a company controlled by Mr. Posescu
under the private placement. Their participation is considered to be a “related party transaction” as
defined under Multilateral In strument 61 -101 (“MI 61 -101”). The transaction is exempt from the
formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair
market value of any securities issued to nor the consideration paid by such persons exceeded
$2,500,000. The Company did not file a material change report more t han 21 days before the
expected closing of the private placement as the details of the private placement and the
participation therein by related parties of the Company were not settled until shortly prior to
closing and the Company wished to close on an expedited basis for sound business reasons.
Shares for Debt Transactions
The Company is pleased to announce that it has completed its previously announced shares for
debt transaction. The Company issued 222,753 shares at a deemed issue price of US$0.12 per share
in settlement of an outstanding debt in the amount of US$26,730.38 owing to an arm's length
party. All shares issued under the shares for debt transaction are subject to a four month hold
period that will expire on May 31, 2018.
The Company also anno unces that the Company has agreed to issue 844,177 Shares at a price of
US$0.105 per Share in settlement of an outstanding debt in the amount of $88,638.60 owing to an
arm's length party. The debt settlement is subject to approval of the TSX Venture Exchange.
Early Warning Disclosure
- 2 -
Mr. Van Nieuwenhuyse acquired ownership of 476,191 Units in the private placement. Prior to the
private placement, Mr. Van Nieuwenhuyse held 10,143,217 Shares, which represented
approximately 19.7% of the issued and outstandi ng shares of the Company, and 900,000 incentive
stock options (the “Options”). After giving effect to the private placement, Mr. Van Nieuwenhuyse
beneficially owns and controls a total of 10,619,408 Shares, 476,191 Warrants and 900,000 Options.
These securities represent 21.8% of the Company's issued and outstanding shares on a non -diluted
basis or 21.3% of the Company's issued and outstanding shares on a partially diluted basis assuming
exercise of Mr. Van Nieuwenhuyse’s Warrants and Options only. Mr. Va n Nieuwenhuyse acquired
the Units for investment purposes. Mr. Van Nieuwenhuyse intends to evaluate his investment in
the Company and to increase or decrease his shareholdings from time to time as he may determine
appropriate.
The Private Placement is subject to acceptance by the TSX Venture Exchange.
A copy of the early warning reports may be obtained by contacting Kara Norman at
For more information please email [email protected].
Neither the 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.
Contact Information
SolidusGold Inc.
Sorin Posescu, President and CEO
Email: [email protected]
Cautionary Note Regarding Forward -Looking Statements: Certain disclosure in this release may
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 . However, the forward -looking statements
in this release are subject to numerous risks, uncertainties and other factors that may cause future
results to differ 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 forward -looking statements. The Company does not intend, and expressly
disclaims any intention or obligation to, update or revise any forwa rd-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 securi ties, in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification 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 registration
requirements is available.