Solstice Announces Closing of Private Placement Financing

VANCOUVER, British Columbia, Nov. 20, 2024 (GLOBE NEWSWIRE) -- Solstice Gold Corp. (TSXV: SGC) (“Solstice”, “we”, “our” or the “Company”) is pleased to report the closing today (the “Closing Date”) of the private placement financing (the “Offering”) previously announced on November 13, 2024, of 6,600,000 shares of the Company for gross proceeds of approximately $150,000. Under the Offering, the Company issued: (i) 3,600,000 common shares of the Company (“Flow Through Shares”) at $0.025 per Flow Through Share, each Flow Through Share qualifying as a flow-through share for purposes of the Income Tax Act (Canada) (the “ITA”); and (ii) 3,000,000 common shares of the Company (“Hard Dollar Shares”) at $0.02 per Share.

The gross proceeds raised from the Offering will be used by the Company: (i) as to $90,000 or 100% from the Flow Through Shares, to fund exploration programs qualifying as “Canadian Exploration Expenses” and “flow-through mining expenditures” (as those terms are defined in the ITA); and (ii) as to $60,000 or 100% from the Hard Dollar Shares, for general corporate and working capital, funding exploration at the Company’s Strathy Gold 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 (“TSXV”)) or toward Investor Relations Activities (as defined in the policies of the TSXV).

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 TSXV

The purchase by insiders of the Company of an aggregate of 2,800,000 Flow Through Shares, and 3,000,000 Hard Dollar Shares representing approximately $130,000 of the gross proceeds of the Offering, constitute “related party transactions” 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 valulation and minority approval of the Company’s shareholders respecting the purchase of securities under the Offering by related parties as the common shares of the Company are listed on the TSXV and the fair market value of the securities purchased under the Offering is below 25% of the Company’s market capitalization as determined in accordance with MI 61-101.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S.

About Solstice Gold Corp.

Solstice is an exploration company with quality, district-scale gold projects in established mining regions of Canada. Our 41 km² Strathy Gold Project hosts high grade gold mineralization over a wide area straddling two NE-SW-trending structures. It is located in the Abitibi Subprovince of the Superior Craton and has never been systematically explored in its history. Our Qaiqtuq Gold Project which covers 662 km², hosts a 10 km² 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 7 km from the Meliadine Gold Mine owned by Agnico Eagle Mines Limited. Our district-scale Atikokan Gold Project is approximately 26 km from the Hammond Reef Gold Project owned by Agnico Eagle Mines Limited. Our 194 km² 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 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 we work. For more details on Solstice Gold, our exploration projects and details on our recently acquired portfolio of projects please see our Corporate Presentation available at www.solsticegold.com.

Solstice’s Chairman, David Adamson, was a co-award winner for the discovery of Battle North Gold Corporation'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, M.Sc., P.Geo., Senior Geologist, is the Qualified Person as defined by NI 43-101 standards responsible for reviewing and approving the technical disclosures of this news release.

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.
Pablo McDonald, Chief Executive Officer
For further information on Solstice Gold Corp., please visit our website at www.solsticegold.com or contact:
Phone: (604) 283-7234
info@solsticegold.com

Forward-Looking Statements and Additional Cautionary Language

This news release contains certain forward-looking statements (“FLS”) including, but not limited to anticipated Offering proceeds, anticipated use of proceeds of the Offering, exploration programs qualifying as “Canadian Exploration Expenses” and “flow-through mining expenditures”.. 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. 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 deposits, the ability of the Company to continue exploration at its projects 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.

All forward-looking statements are based on the Company’s current beliefs as well as various assumptions made by Company management and information currently available to them including that the Company will be able to spends funds raised under the Offering as anticipated. There can be no assurance that such assumptions will prove to be accurate and actual results and future events could differ materially from those anticipated in such. Forward looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies.