VANCOUVER, British Columbia, December 31, 2021 - Solstice Gold Corp. (TSXV: SGC) ("Solstice", "we", "our" or the "Company") is pleased to report it closed its previously announced private placement financing (the "Offering") on Friday, December 31, 2021 (the "Closing Date"), for gross proceeds of approximately $2,322,181 through the issuance of 10,096,441 common shares of the Company (the "Flow-Through Shares") qualifying as flow-through shares for purposes of the Income Tax Act (Canada) (the "ITA") at a price of $0.23 per Flow-Through Share, representing an upsize from its previously announced $1.5M anticipated gross proceeds of the Offering.
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 ITA at the Company's mining projects in Ontario.
The Offering was conducted in reliance upon available exemptions from the prospectus requirements of applicable securities legislation. All securities issued in connection to the Offering are subject to a hold period of four months and one day from the Closing Date in accordance to applicable Canadian securities laws.
In connection with the Offering, the Company paid finders fees in the amount of $42,986 and 186,896 non-transferable warrants ("Finders Warrants") each exercisable for one common share of the Company at $0.23 for 18 months from the Closing Date to Leede Jones Gables Inc. and $1,840 and 8,000 Finders Warrants to Laurentian Bank Securities Inc.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
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.
On Behalf of Solstice Gold Corp.
Chief Executive Officer
Cautionary Note Regarding Forward-Looking Statements and Information
This news release contains certain forward-looking statements ("FLS") including but not limited to, the use of proceeds of the Offering and the hold period of all securities in connection with the Offering. 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 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.