Mr. Pablo McDonald reports

SOLSTICE ANNOUNCES CLOSING OF PRIVATE PLACEMENT FINANCING

Solstice Gold Corp. closed today the private placement financing previously announced on July 18, 2023, of 12.5 million units of the company for gross proceeds of approximately $563,325. Under the offering, the company issued: (i) 1,625,000 units of the company at four cents per national unit, each national unit comprising one common share of the company qualifying as a flow-through (FT) share for purposes of the Income Tax Act (Canada) (ITA) and one-half warrant, where one full warrant is exercisable for one common share of the company at six cents for 12 months from the closing date; (ii) 7,846,500 units of the company (Ontario units) to residents in Ontario at five cents per Ontario unit, each Ontario unit comprising one FT share and one-half warrant; and (iii) 3,028,500 units of the company at 3.5 cents per unit, each unit comprising one common share of the company and one-half warrant.

The proposed use of proceeds from the offering is: (i) approximately $106,000 (100 per cent) of the gross proceeds from the units will be used for general corporate purposes and working capital; (ii) approximately $65,000 (100 per cent) of the gross proceeds from the FT shares comprised in the national units will be used to finance exploration programs qualifying as Canadian exploration expenses and flow-through mining expenditures (as those terms are defined in the ITA); (iii) approximately $392,325 (100 per cent) of the gross proceeds from the FT shares comprised in the Ontario units will be used to finance 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 (iv) the gross proceeds from the warrants comprised in the units, national units and Ontario units will be used for general corporate purposes and working capital. The majority of the proceeds will go to financing grassroots lithium exploration at the company's SLP property. No proceeds under the offering are expected to be paid to non-arm's-length parties (as defined in the policies of the TSX Venture Exchange) or toward investor relations activities (as defined in the policies of the TSX-V).

The offering was conducted in reliance upon available exemptions from the prospectus requirements of applicable Canadian securities laws. All securities issued under the offering are subject to a hold period of four months and one day from the closing date in accordance with applicable Canadian securities laws.

Insiders of the company subscribed for an aggregate of 89,640 Ontario units, 1.25 million national units and 1,849,928 units representing approximately $119,229 of the gross proceeds of the offering.

Warrant amendments

In addition, the company announces it intends to amend 14,041,941 warrants exercisable for common shares issued pursuant to a private placement on Aug. 30, 2022. The August warrants have an exercise price of 17 cents and expire on Feb. 29, 2024. The company intends to: (i) reduce the exercise price of the August warrants to eight cents; and (ii) include an accelerated expiry clause that will reduce the expiry period of the August warrants to 30 days if for any 10 consecutive trading days of common shares the closing price exceeds the exercise price of the August warrants by 25 per cent or more, which would be 10 cents. An aggregate of 17,120,274 August warrants were issued, however, in compliance with TSX-V policies, only 10 per cent of the August warrants held by directors, officers and control persons of the company are being amended. Amendment of the August warrants has been approved by all holders of August warrants and is subject to the approval of the TSX-V.

The anticipated amendments to 342,037 August warrants held by certain directors, officers and other related parties of the company, and the purchase of securities under the offering by related parties constitute related party transactions of the company under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions.

Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the company is exempt from obtaining formal valuation and minority approval of the company's shareholders respecting the amendments to the August warrants held by related parties and purchase of securities under the offering by related parties as the fair market value of the August warrants being amended held by related parties and the fair market value of securities to be purchased under the offering are below 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.

About Solstice Gold Corp.

Solstice is an exploration company with quality, district-scale gold projects in established mining regions of Canada. The company's 197-square-kilometre SLP property is located in the English River subprovince in an area that has recently garnered significant interest for its potential to host rare metals. Its 194-square-kilometre Red Lake Extension (RLX) and New Frontier projects are located at the northwestern extension of the prolific Red Lake camp in Ontario and approximately 45 kilometres from the Red Lake mine complex owned by Evolution Mining. The company's 322-square-kilometre Atikokan gold project is approximately 23 kilometres from the Hammond Reef gold project owned by Agnico Eagle Mines Ltd. Its Qaiqtuq old project, which covers 886 square kilometres, with certain other rights covering an adjacent 683 square kilometres, hosts a 10-square-kilometre high-grade gold boulder field, is fully permitted and hosts multiple drill-ready targets. Qaiqtuq is located in Nunavut, only 26 kilometres from Rankin Inlet and approximately seven kilometres from the Meliadine gold mine owned by Agnico Eagle Mines. An extensive gold and battery metal royalty and property portfolio of over 80 assets was purchased in October, 2021. Over $2-million in value and three new royalties have been generated since the acquisition.

Solstice is committed to responsible exploration and development in the communities in which it works. For more details on Solstice Gold, its exploration projects and details on its recently acquired portfolio of projects, please see the corporate presentation available on Solstice's website.

Solstice's chairman, David Adamson, was a co-award winner for the discovery of Battle North Gold Corp.'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.

Sandy Barham, MSc, PGeo, senior geologist, is the qualified person as defined by National Instrument 43-101 standards responsible for reviewing and approving the technical disclosures of this news release.

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