SolidusGold Inc. Announces Closing of Private Placement

VANCOUVER, BC—(Marketwired – February 09, 2018) – SolidusGold Inc. (the “Company”) (TSX VENTURE: SDC)

Not for distribution to United States newswire services or for dissemination in the United States

SolidusGold Inc. (the “Company”) (TSX VENTURE: SDC) is pleased to announce that it has completed its previously announced non–brokered private placement for aggregate proceeds of $375,000.06. The Company issued 3,571,429 units (the “Units”) at a price of $0.105 per Unit.

Each Unit is comprised of one common share (each, a “Share”) of the Company and one transferable common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable at an exercise price of $0.14 per Share until February 9, 2020. All securities issued in connection with the private placement are subject to a hold period that will expire on June 10, 2018.

The proceeds from the private placement will be used for the evaluation of potential acquisition transactions, including land and legal due diligence reviews, and for general working capital. The Company paid a total of $9,450 in finder's fees in connection with the private placement.

Rick Van Nieuwenhuyse, a director of the Company, purchased 476,191 Units, and Sorin Posescu, a director of the Company purchased 1,057,143 Units through a company controlled by Mr. Posescu under the private placement. Their participation is considered to be a “related party transaction” as defined under Multilateral Instrument 61–101 (“MI 61–101″). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61–101 as neither the fair market value of any securities issued to nor the consideration paid by such persons exceeded $2,500,000. The Company did not file a material change report more than 21 days before the expected closing of the private placement as the details of the private placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.

Shares for Debt Transactions

The Company is pleased to announce that it has completed its previously announced shares for debt transaction. The Company issued 222,753 shares at a deemed issue price of US$0.12 per share in settlement of an outstanding debt in the amount of US$26,730.38 owing to an arm's length party. All shares issued under the shares for debt transaction are subject to a four month hold period that will expire on May 31, 2018.

The Company also announces that the Company has agreed to issue 844,177 Shares at a price of US$0.105 per Share in settlement of an outstanding debt in the amount of $88,638.60 owing to an arm's length party. The debt settlement is subject to approval of the TSX Venture Exchange.

Early Warning Disclosure

Mr. Van Nieuwenhuyse acquired ownership of 476,191 Units in the private placement. Prior to the private placement, Mr. Van Nieuwenhuyse held 10,143,217 Shares, which represented approximately 19.7% of the issued and outstanding shares of the Company, and 900,000 incentive stock options (the “Options”). After giving effect to the private placement, Mr. Van Nieuwenhuyse beneficially owns and controls a total of 10,619,408 Shares, 476,191 Warrants and 900,000 Options. These securities represent 21.8% of the Company's issued and outstanding shares on a non–diluted basis or 21.3% of the Company's issued and outstanding shares on a partially diluted basis assuming exercise of Mr. Van Nieuwenhuyse's Warrants and Options only. Mr. Van Nieuwenhuyse acquired the Units for investment purposes. Mr. Van Nieuwenhuyse intends to evaluate his investment in the Company and to increase or decrease his shareholdings from time to time as he may determine appropriate.

The Private Placement is subject to acceptance by the TSX Venture Exchange. A copy of the early warning reports may be obtained by contacting Kara Norman at

For more information please email

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.

Cautionary Note Regarding Forward–Looking Statements: Certain disclosure in this release may constitute “forward–looking information” within the meaning of Canadian securities legislation. In making the forward–looking statements in this release, the Company has applied certain factors and assumptions that the Company believes are reasonable. However, the forward–looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward–looking statements. Such uncertainties and risks include, among others, financing risks, delays in obtaining or inability to obtain required regulatory approvals and inability to complete the private placement. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward–looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward–looking statements whether as a result of new information, future events or otherwise, except as required by law.

This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction, including the United States. The securities referenced in this press release have not been and will not be registered under the United States Securities 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, or for the account or benefit of, a “U.S. person,” as such term is defined in Regulation S under the U.S. Securities Act, unless an exemption from such registration requirements is available.

New Leak Detection Dye Products and UV Lamp from LeakFinder(R)

WESTBURY, NY—(Marketwired – February 09, 2018) – LeakFinder® is releasing several new products to their line of cost–effective automotive aftermarket solutions. LeakFinder® UV fluorescent dyes provide high–quality leak detection for all automotive air conditioning systems containing R–134a, R–1234yf, or other widely used refrigerants. LeakFinder® also offers dyes for oil–based fluids — addressing systems containing oil, fuel, transmission fluid, power steering fluid, and more. In addition, LeakFinder® offers specialty dyes for all conventional coolants. These dyes are useful for locating leaks in radiators, hoses, heater cores, water pumps, and fittings.

Full–Color, Hanging Clamshell Packaging

All new LeakFinder® products are packaged in full–color, hanging clamshell packaging. LeakFinder® products are perfect for in–store displays and customer engagement. All product information is shown in vibrant color and easy–to–read text (trilingual packaging includes English, French, and Spanish translations). The strong exterior packaging ensures all materials are secure and ready for out–of–the–box use instantly.

New LF500CS LeakFinder® UV Lamp

The LeakFinder LF500CS UV Lamp is a powerful violet light LED leak detection flashlight. The flashlight's compact design offers optimal coverage of a vehicle's leaking systems — enabling the user to scan for escaping fluorescent dye in the tightest and hardest to reach places. The lamp features 9 violet light LEDs. The kit includes fluorescence–enhancing glasses and 3 AAA batteries. The LF500CS LeakFinder® UV Lamp will be available for purchase in March 2018.

Powerful UV Fluorescent Dyes

LeakFinder® UV Fluorescent Dyes are the perfect, cost–effective solution for small to mid–sized automotive repair shops and DIY preventative maintenance. Simply add the appropriate dye to the vehicle system, let the dye circulate, and scan the area with a LeakFinder® leak detection flashlight. All system leaks will glow brightly.

Convenient SOLO–SHOT™ Syringe Leak Detection Kit

LeakFinder® SOLO–SHOT™ disposable syringes are designed for quick and easy injections. Each syringe is prefilled with the correct amount of dye for the application. There's no measuring involved and no loss of dye due to spillage.

About Tracer Products:

Headquartered in Westbury, New York, Tracer Products has been at the forefront of leak detection technology for over 60 years. The company offers a full line of rugged, top–quality, award–winning leak detection lamps, diagnostic tools, and dye injection systems used in automobiles and heavy–duty vehicles. Tracer Products' LeakFinder® brand specializes in cost–effective aftermarket solutions. Tracer Products is dedicated to upholding high standards in design manufacturing, ensuring customer satisfaction, and continuing to lead the world in leak detection solutions.

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Primero to Hold Special Meeting of Shareholders and a Meeting of Debentureholders on March 13, 2018

TORONTO, ON—(Marketwired – February 09, 2018) – Primero Mining Corp. (“Primero” or the “Company”) (TSX: P) announced today that it plans to hold a special meeting (the “Shareholder Meeting”) of its shareholders (the “Shareholders”) and a meeting of holders (“Debentureholders”) of its 5.75% convertible unsecured subordinated debentures (the “Primero Debentures”) due February 28, 2020 (the “Debentureholder Meeting”), on March 13, 2018 at the offices of Stikeman Elliott LLP located at 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B9 at 9:00 a.m. (Toronto time) and 10:00 a.m. (Toronto time) respectively. Shareholders and Debentureholders of record as of the close of business on February 9, 2018 will be eligible to vote at their respective meetings.

At the Shareholder Meeting, Shareholders will be asked to consider the proposed plan of arrangement whereby First Majestic Silver Corp. (“First Majestic”) will acquire all of the outstanding shares of Primero pursuant to an arrangement agreement dated January 11, 2018 between Primero and First Majestic (the “Arrangement) as filed on SEDAR. Primero's Board of Directors unanimously recommends that Shareholders vote in favor of the proposed Transaction.

At the Debentureholder Meeting, the Debentureholders will be asked to consider the proposed amendment of the trust indenture dated February 9, 2015, between Primero and Computershare Trust Company of Canada, to accelerate the maturity date of the Primero Debentures to the next Business Day following the effective date of the Arrangement (the “Debenture Amendment”). Completion of the Arrangement is not conditional upon the approval of the Debenture Amendment.

Primero has prepared an information circular with respect to the Arrangement and the Debenture Amendment which will be mailed to Shareholders and Debentureholders of record as of February 9, 2018. The information circular will also be available on SEDAR ( and the Primero website at

About Primero

Primero Mining Corp. is a Canadian–based precious metals producer that owns 100% of the San Dimas gold–silver mine in Mexico. Primero's website is

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