Early Warning Report Filed Pursuant to National Instrument 62-103 for the Acquisition of Common Shares of Solstice Gold Corp.
MONTREAL, June 10, 2020 (GLOBE NEWSWIRE) — Michael Gentile announces today that pursuant to a non-brokered private placement offering (the “Offering”) of units (“Units”) by Solstice Gold Corp. (the “Corporation”), Mr. Gentile has acquired an aggregate of 11,054,833 Units of the Corporation for total consideration payable to the Corporation of $442,193.32 (the “Acquisition”).The Offering consisted of the issuance by the Corporation of an aggregate of 29,969,666 Units at a price of $0.04 per Unit for total gross proceeds of $1,198,786.64. Each Unit is comprised of one common share of the Corporation (each, a “Common Share”) and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each whole Warrant issued as part of the Units entitles the holder thereof to acquire one additional Common Share at a price of $0.06 per Common Share for a period of 36 months from the date of issuance, being June 10, 2020.Immediately prior to the Acquisition, Mr. Gentile did not beneficially own or control any securities of the Corporation. Immediately following the Acquisition: (i) Mr. Gentile beneficially owns and controls 11,054,833 Common Shares and 11,054,833 Warrants, representing approximately 11.11% of the current issued and outstanding Common Shares on an undiluted basis; and (ii) assuming the exercise of in full of all Warrants beneficially owned or controlled by Mr. Gentile, Mr. Gentile would beneficially own or control an aggregate of 22,109,666 Common Shares, representing approximately 19.99% of the issued and outstanding Common Shares on a partially diluted basis.The Acquisition was completed for investment purposes. Mr. Gentile may, depending on market and other conditions, or as future circumstances may dictate, from time to time, on an individual or joint basis, increase or dispose of some or all of the existing or additional securities he holds or will hold, or may continue to hold. In the future, Mr. Gentile, will evaluate his investment in the Corporation from time to time and may, based on such evaluation and the market conditions and other circumstances, increase or decrease his security holdings through market transactions, private agreements, or otherwise.In connection with the closing of the Offering, and following receipt of conditional approval of the TSX Venture Exchange, the Corporation’s board of directors has been reorganized to increase the number of directors from five to six and, in addition to Mr. Gentile, is comprised of David Adamson (Executive Chairman), Michael Leskovec, Christopher Taylor, Kevin Reid and Blair Schultz. Additional information in respect of the Offering and the accompanying board changes is contained in the Corporation’s press releases dated May 25, 2020 and June 10, 2020.This news release is being disseminated as required by National Instrument 62-103 – The Early Warning System and Related Take-Over Bids and Insider Reporting Issues in connection with the filing of an early warning report (the “Early Warning Report”). A copy of the Early Warning Report is available on SEDAR under the Corporation’s issuer profile at www.sedar.com or by contacting the Corporation at: 1020 – 800 Pender Street, Vancouver, BC V6C 2V6, Ph. 604-622-5040, Attn. David Fischer CFO. Mr. Gentile has an address at 305 Av. Brock North, Montreal-West, Quebec H4X 2G4.