Solstice Gold Corp. (TSXV: SGC) (“Solstice” or the
“Company”) is pleased to welcome 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 $1,200,000 through the issue of 30,000,000 units ("Units") at
$0.04 per Unit ("Private Placement"). Completion of the Private
Placement and proposed board appointments is subject to the
approval of the TSX Venture Exchange (“TSXV”).
“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 be comprised of 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
M&A 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 Limited and Potash One's $450 million sale to K+S. He
has also advised on three acquisitions and ~$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 Limited, an
independent investment management firm established in Montreal in
1960 with a long-term track 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 advisor to
Radisson Mining Resources (TSX.V: RDS) and a board member of Roscan
Gold Corporation (TSX.V: ROS) and Northern Superior Resources
(TSX.V: SUP).
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. (TSX.V: ER) and served on the board of
directors since April 2016. He also served as Interim CEO of 1911
Gold Corporation (TSX.V: AUMB) 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 (CPC launched
February 2018) which was successful with an RTO transaction for
Arizona Metals Corp. (TSX.V: AMC), 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, 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 be comprised of 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 $0.06 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 fund 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
$1,050,000. 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 (“MI 61-101”) and the policies of the TSXV.
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 G&A 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 land holdings in Nunavut adjacent
to the Meliadine gold deposits owned by Agnico Eagle Mines Ltd.,
towards 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 2,650,000 common shares as follows:
- David Adamson: options to purchase
up to 1,500,000 common shares exercisable for a period of five
years from the date of grant at a price of $0.06 per common share;
and
- Marty Tunney: options to purchase
up to 1,150,000 common shares for a period of five years from the
date of grant at a price of $0.06 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 TSXV.
Neither the 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.
About Solstice Gold
Solstice is a gold-focussed exploration company
engaged in the exploration of its 866 km2 (100%) district scale KGP
and certain other rights covering an adjacent 683 km2, 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. Solstice
has 69.5 million shares outstanding.
Solstice is committed to responsible exploration
and development in the communities in which we work. For more
details on Solstice Gold and the KGP please see our Corporate
Presentation available at www.solsticegold.com.
On Behalf of Solstice Gold Corp.
David Adamson, PhD Executive Chairman
For further information please visit our website at
www.solsticegold.com or contact:
Marty Tunney, PEng President info@solsticegold.com
Forward Looking Statements
This news release contains certain
forward-looking statements (“FLS”) relating to the Company’s plans,
expectations, intentions and beliefs with respect to the proposed
Private Placement and board reorganization. FLS can be identified
by forward-looking words such as “proposed”, “intends”, “expects”,
“potential”, “estimated”, “anticipated”, “may” and “will” or
similar words suggesting future outcomes or other expectations,
beliefs, plans, objectives, assumptions, intentions or statements
about future events or performance. Such FLS reflect management's
current beliefs and are based on information currently available to
management. FLS involve risks and uncertainties that could cause
actual results to differ materially from those contemplated by such
statements, and there can be no assurance that actual results will
be consistent with these forward-looking statements. Factors that
could cause such differences include: the inability of the Company
to obtain the requisite approvals for the proposed transactions,
including the approval of the TSX Venture Exchange; the inability
of the Company to raise sufficient proceeds in the Private
Placement to meet the conditions to completion of the proposed
transactions; risks related to general economic and market
conditions; and other as yet unknown or unidentified risks. This
list is not exhaustive of the factors that may impact the Company's
FLS. These and other factors should be considered carefully, and
readers should not place undue reliance on the Company's FLS. As a
result of the foregoing and other factors, no assurance can be
given as to the completion of the Private Placement and board
reorganization, and neither the Company nor any other person
assumes responsibility for the accuracy and completeness of these
FLS. The factors underlying current expectations are dynamic and
subject to change.
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