Solstice Upsizes Offering to a Minimum of $3M and Amends Flow-Through Terms
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VANCOUVER, British Columbia, Aug. 11, 2022 (GLOBE NEWSWIRE) -- 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.