Mr.
Pablo McDonald reports
SOLSTICE ANNOUNCES CLOSING OF UPSIZED PRIVATE PLACEMENT
Solstice Gold Corp. closed its previously announced private placement financing on Monday, March 31, 2025, for gross proceeds of approximately $1.15-million through the issuance of the following securities:
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9,285,714 premium flow-through units at a price of 4.9 cents per premium FT unit, each premium FT unit comprising 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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9.75 million 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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8,737,857 units of the company at 3.5 cents per unit, each unit comprising 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.
This represents an upsize to $1.15-million from the company's previously announced $850,000 anticipated gross proceeds of the offering. The gross proceeds of the offering will be used by the company: (i) $845,000 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) $305,825 or 100 per cent from the units for general corporate and working capital. The majority of the proceeds will go to financing a diamond drill program at the company's Strathy gold project.
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 and the policies of the TSX Venture Exchange.
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 did 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 purchase by insiders of the company of an aggregate of 1.18 million units and 1,375,000 FT shares
representing approximately $96,300 of the gross proceeds of the offering constitutes "related party transactions" of the company under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101).
Pursuant to sections 5.5(b) 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 purchase of securities under the offering by related parties as the fair market value of securities purchased under the offering by related parties is below 25 per cent of the company's market capitalization as determined in accordance with MI 61-101.
Seventy-five thousand shares were issued to Raymond James as a finder's fee.
Options
Solstice also announces today it issued 4.2 million stock options to certain directors, officers and employees of Solstice. Each option is exercisable for one share at an exercise price of five cents and have a five-year term. The options vest one-third immediately, one-third one year from the date of grant and one-third two years from the date of grant. The options are governed by the company's stock option plan ratified by shareholders of the company on Dec. 4, 2024, at the company's annual and special meeting of shareholders and are subject to the requirements of the TSX Venture Exchange. After these grants, the company has 13.5 million stock options issued and outstanding, representing 5.7 per cent of its issued and outstanding common shares. Included in the above option grants are four million option grants for directors and officers of the company.
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 km Alpha IP (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 Qaiqtuq gold project, which covers 662 square km, hosts a 10 square km 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 district-scale Atikokan gold project is approximately 26 km from the Hammond Reef gold project owned by Agnico Eagle Mines. The 194 square km 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 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. Well over $2.5-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 work.
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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