Solstice Upsizes Offering to a Minimum of $3M and Amends Flow-Through Terms
11 Août 2022 - 12:00PM
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 minimum 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 Share 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 offered 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 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 45km from the Red 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
info@solsticegold.com
Forward-Looking Statements and
Additional Cautionary Language
This news release contains certain
forward-looking statements (“FLS”) including, 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 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, 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 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, 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.
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 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.
Solstice Gold (TSXV:SGC)
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