VANCOUVER, British Columbia, December 23, 2021 - Solstice Gold Corp. (TSXV: SGC) ("Solstice", "we", "our" or the "Company") is pleased to announce that it intends to complete a flow-through financing by way of a non-brokered private placement for aggregate proceeds of approximately $1.5 million subject to increase at the discretion of the board of directors of the Company (the "Offering"). The Offering will consist of up to 6,521,739 common shares of the Company (the "Flow-Through Shares") that qualify as flow-through shares for purposes of the Income Tax Act (Canada) at a price of $0.23 per Flow-Through Share.
The gross proceeds raised from the Offering will be used by the Company to fund exploration programs that qualify as "Canadian Exploration Expenses" and "flow-through mining expenditures", as those terms are defined in the Income Tax Act (Canada) at the Company's mining projects in Ontario.
The closing of the Offering is expected to occur on or before December 31, 2021 (the "Closing Date") and is subject to receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The Flow-Through Shares will be offered by way of private placement in Ontario and such other provinces and territories of Canada and other jurisdictions as determined by the board of directors of the Company. The Flow-Through Shares to be issued under the Offering will be subject to a statutory hold period of four months and one day from the Closing Date.
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 a gold-focused exploration company with high-quality, district scale projects in established mining regions of Canada. Our 174 km2 Red Lake land position is located on the northern extensions of the prolific Red Lake Gold District in Ontario. The RLX Gold Project is located approximately 45km from the Red Lake Mine Complex owned by Evolution Mining. Our district scale Qaiqtuq Gold Project covers 886 km2 with certain other rights covering an adjacent 683 km2, hosts a 10 km2 gold boulder field and is fully permitted with multiple drill-ready targets. Qaiqtuq is located in Nunavut, Canada, only 26 km from Rankin Inlet and approximately 7 km from the Meliadine gold deposits owned by Agnico Eagle Mines Limited. Our newly formed 225km2 Atikokan Gold Project is in the Thunder Bay Mining District. Solstice has approximately 152 million shares outstanding.
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.
For further information on Solstice Gold Corp., please visit our website at www.solsticegold.com or contact:
Phone: (604) 283-7234
Cautionary Note Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements ("FLS") including but not limited to, the terms of the Offering, the use of proceeds of the Offering, the timing of closing the Offering, the potential increase of the amount of the Offering, and the Company obtaining all necessary regulatory approvals for the Offering including the approval of the TSXV. 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. Actual results or developments may differ materially from those in forward-looking statements. 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, that Company may not be able to obtain necessary regulatory approvals for the Offering, the Offering may not close when anticipated or may not close at all, that the use of proceeds from the Offering may differ due to unforeseen circumstances 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.
