Mr. Pablo McDonald reports
SOLSTICE ANNOUNCES $850,000 FLOW-THROUGH SHARE AND UNIT FINANCING: CORRECTION
Solstice Gold Corp. has corrected the company's previous press release respecting the offering referring to premium flow-through common shares only, as opposed to premium flow-through units. All other offering terms remain the same.
The company intends to complete a financing by way of a non-brokered private placement for aggregate proceeds of $850,000, with significant participation from all members of the board of directors and senior management. The offering will consist of the issuance of a combination of the following securities:
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Premium flow-through units at a price of 4.9 cents per premium FT unit, each premium FT unit composed of one common share of the company and one-half warrant, where one full warrant is exercisable for one common share of the company at five cents for 12 months from the closing date of the offering;
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Flow-through common shares at a price of four cents per FT share, each of the premium FT shares, FT premium warrants and FT shares qualifying as a flow-through share for purposes of the Income Tax Act (Canada);
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Units of the company at 3.5 cents per unit, each unit composed of one share and one-half warrant where one full warrant is exercisable for one share at five cents for 12 months from the closing date of the offering.
The gross proceeds raised from the offering will be used by the company: (i) $650,000 or 100 per cent from the premium FT units and the FT shares 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; and (ii) $200,000 or 100 per cent from the units for general corporate and working capital. The majority of the proceeds will go to financing gold exploration at the company's Strathy gold project.
The closing of the offering is expected to occur on or about March 31, 2025, and is subject to receipt of all applicable regulatory approvals, including the approval of the TSX Venture Exchange. By way of private placement, the premium FT units and the FT shares will be offered to residents of Canada, and the units will be offered to residents of Canada and other jurisdictions as determined by the board of directors of the company. All securities issued under the offering will be subject to a statutory hold period of four months and one day from the closing date, and all securities with a price of less than five cents will be subject to a TSX-V hold period.
In accordance with the TSX-V policies, the company is relying on a minimum pricing exception to issue securities at less than five cents per listed security. Accordingly, the company will not issue securities under the offering comprising more than 100 per cent of its issued and outstanding shares. No proceeds of the offering are expected to be paid to non-arm's-length parties as defined in the policies of the TSX-V) or toward investor relations activities (as defined in the policies of the TSX-V). The company will provide a detailed use of proceeds on a percentile basis at closing of the offering when the number of premium FT units, FT shares and units distributed under the offering is determined which dictates the specific use of proceeds of the offering.
The purchase of securities under the offering by related parties is expected to constitute related-party transactions of the company under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).
It is expected pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, the company will be exempt from obtaining formal valuation and minority approval of the company's shareholders respecting the purchase of securities under the offering by related parties as the fair market value of securities to be purchased under the offering is expected to be 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. Its 41-square-kilometre Strathy gold project hosts high-grade gold mineralization over a wide area straddling two northeast-southwest-trending structures. It is located in the Abitibi subprovince of the Superior craton and has never been systematically explored in its history. A recent 17.5-line-kilometre Alpha induced polarization survey defines 50 new targets on SGC claims. Large, continuous IP anomalies are structurally linked to areas of significant gold intercepts and are largely untested, presenting the opportunity for significant discovery.
The company's Qaiqtuq gold project, which covers 662 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 km from Rankin Inlet and approximately seven km from the Meliadine gold mine owned by Agnico Eagle Mines Ltd.
The company's district-scale Atikokan gold project is approximately 26 km from the Hammond Reef gold project owned by Agnico Eagle.
Its 194-square-kilometre Red Lake extension and New Frontier projects are located at the northwestern extension of the prolific Red Lake camp in Ontario and approximately 45 km from the Red Lake mine complex owned by Evolution Mining.
An extensive gold and battery metal royalty and property portfolio of over 80 assets was purchased in October, 2021. The assets have a value of well over $2.5-million, 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.
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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