16:34:27 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Solstice Gold Corp
Symbol SGC
Shares Issued 69,501,573
Close 2020-05-22 C$ 0.04
Market Cap C$ 2,780,063
Recent Sedar Documents

Solstice appoints three to board, arranges financing

2020-05-25 08:54 ET - News Release

Mr. Marty Tunney reports

SOLSTICE GOLD ANNOUNCES BOARD CHANGES AND CONCURRENT FINANCING

Solstice Gold Corp. is welcoming Kevin Reid, Michael Gentile and Blair Schultz to its board of directors as part of a strategic plan to unlock shareholder value. The appointments will be made concurrent with, and are subject to the completion of, a non-brokered private placement pursuant to which the company will raise $1.2-million through the issue of 30 million units at four cents per unit. Completion of the private placement and proposed board appointments is subject to the approval of the TSX Venture Exchange.

"I'm very pleased to announce these new board appointments. Each new appointee is experienced and successful in both capital markets and in the junior exploration and development space. Collectively, they bring a wealth of talent to Solstice. We believe the company is significantly undervalued and that these changes and concurrent financing coupled with the ongoing bull market in gold, will best position the company to unlock shareholder value," stated chairman David Adamson.

Board changes

Subject to the completion of the private placement, the Solstice board will be reorganized to increase the number of directors from five to six and will comprise David Adamson (executive chairman), Michael Leskovec, Christopher Taylor, Kevin Reid, Michael Gentile and Blair Schultz. Marty Tunney and Chad Ulansky will resign from the board; however, Mr. Tunney will continue in his role as president of the company and Mr. Ulansky will be retained as a consultant. The company thanks them both for their contributions as founding directors of the company.

Kevin Reid

Mr. Reid is a managing partner of Maxit Capital. He joined Maxit Capital in 2017 after 15 years with the mining investment banking team at GMP. Mr. Reid has a wide range of merger and acquisition advisory and financing transaction experience including: the origination of Goldcorp's $2.0-billion acquisition of Wheaton River, EMC Metals' $1.6-billion sale to Uranium One, Orko Silver's $400-million sale to Coeur D'Alene, GlobeStar's $200-million sale to Perilya Ltd. and Potash One's $450-million sale to K+S. He has also advised on three acquisitions and about $250-million in financings for Klondex Mines, and the recent sale to Hecla Mining. Mr. Reid holds a bachelor science (honours) from Queen's University and an MBA (finance and investments) from the Schulich School of Business.

Michael Gentile

From 2003 to 2018 Mr. Gentile worked as a professional money manager at Formula Growth Ltd., an independent investment management firm established in Montreal in 1960 with a long-term record of creating investor wealth. While at Formula Growth his main sector focus was the mining and natural resource sectors. In 2012, Mr. Gentile became the co-manager of the Formula Growth Alpha Fund, a market-neutral hedge fund focused on small to mid-cap equities. From 2011 to 2018 the Formula Growth Alpha Fund became one of the largest market-neutral funds in Canada, growing its assets under management to over $650-million by the end of 2018. In October, 2018, Mr. Gentile retired from full-time money management in order to be able to spend more time with his family. Subsequently, he remains a very active investor in the mining space owning significant stakes in several small-cap mining companies and is currently a strategic adviser to Radisson Mining Resources and a board member of Roscan Gold Corp. and Northern Superior Resources.

Blair Schultz

Mr. Schultz brings over 20 years of experience in financial, operational, project finance and capital markets experience. Mr. Schultz is currently interim president and CEO of Eastmain Resources Inc. and served on the board of directors since April, 2016. He also served as interim CEO of 1911 Gold Corp. from June, 2018, to January, 2019. At 1911, he was also chairman of board of directors from its inception in March, 2018, and is currently a director. His prior board memberships include Ring the Bell Capital Corp. (capital pool company launched February, 2018), which was successful with an RTO transaction for Arizona Metals Corp.; Klondex Mines Ltd. (from June, 2012, to September, 2018); OK2 Minerals (from August, 2016, to September, 2018); and VMS Ventures Inc. (from July, 2015, to April, 2016). Mr. Schultz began his career with one of Canada's top hedge funds, spending 13 years from 2001 to 2014 with K2 and Associates Investment Management Inc. He was vice-president and held various positions most notably, head of special situations, and portfolio management and trading. Mr. Schultz holds an honours bachelor of mathematics degree from the University of Waterloo with a business administration option from Wilfred Laurier University.

Private placement

The proposed reorganization of the Solstice board is subject to the completion of the private placement.

Each unit will comprise one common share and one common share purchase warrant. Each full warrant will entitle the holder to purchase one common share of the company at a price of six cents for a period of 36 months from the closing date of the financing. The common shares and warrants comprising the units will be subject to a hold period expiring four months from the date of issuance of the securities.

The proceeds from the private placement will be used to finance exploration and related activities and for general working capital purposes.

It is anticipated that the incoming directors will participate in the financing in the amount of approximately $1.05-million. Mr. Reid is currently an insider of the company and accordingly, his participation in the private placement constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions and the policies of the TSX-V. The company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(b) and 5.7(b) of MI 61-101 on the basis that the company is not listed on a specified market and neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, insofar as the transaction involves related parties, exceeds $2.5-million.

Employment agreements

Management has agreed to restructure employment contracts to remove change of control positions and to ensure salary levels and general and administrative expenses are reduced as much as practicable to align with shareholders. Combined with these changes and a newly bolstered balance sheet, the company is well positioned to move forward and advance its extensive landholdings in Nunavut adjacent to the Meliadine gold deposits owned by Agnico Eagle Mines Ltd., toward discovery. In consideration of these contract changes new options have been granted in order to best align equity holders and management.

Stock options

In connection with the reorganization of the board, the board of directors of the company has conditionally granted stock options under the company's stock option plan in respect of an aggregate of 2.65 million common shares as follows:

  • David Adamson: options to purchase up to 1.5 million common shares exercisable for a period of five years from the date of grant at a price of six cents per common share;
  • Marty Tunney: options to purchase up to 1.15 million common shares for a period of five years from the date of grant at a price of six cents per common share.

TSX Venture Exchange approval

Completion of the proposed private placement, board appointments and option grants as described herein is subject to the receipt of all necessary approvals, including the approval of the TSX-V.

About Solstice Gold Corp.

Solstice is a gold-focused exploration company engaged in the exploration of its 866-square-kilometre (100 per cent) district-scale KGP and certain other rights covering an adjacent 683 square km, all with no underlying option or earn-in payments. KGP is located in Nunavut, Canada, only 26 km from Rankin Inlet and only 15 km from the Meliadine gold deposits owned by Agnico Eagle Mines Ltd.

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