Vancouver, British Columbia--(Newsfile Corp. - August 5, 2025) - Stuhini Exploration Ltd. (TSXV: STU) (OTCQB: STXPF) (WKN: A2PLBV) (the "Company" or "Stuhini") is pleased to announce a non-brokered private placement (the "Private Placement") of up to 4,166,667 units of the Company ("Units") at a price of $0.12 per Unit for gross proceeds of up to $500,000.
Each Unit will consist of one common share of the Company (a "Common Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.18 per Common Share for a period of two years following the date of issuance.
The Company intends to use the net proceeds from the Private Placement (i) to support exploration and advancement of its flagship Ruby Creek Project, including ongoing technical evaluation and groundwork to guide future drill targeting and development; and (ii) for corporate initiatives and general working capital.
It is anticipated that certain directors, officers or other insiders of the Company will acquire Units under the Private Placement. Such participation will be considered a "related party transaction" within the meaning of the TSX Venture Exchange Policy 5.9 (the "Policy") and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") adopted in the Policy. The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves related parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61-101).
Closing of the Private Placement is expected to occur as soon as practicable and may take place in one or more tranches. In connection with the Private Placement, the Company may pay finders' fees in cash of up to 6% of the gross proceeds from the sale of the Units placed by the finder in accordance with the policies of the TSX Venture Exchange.
The Private Placement is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued under the Private Placement will be subject to a four-month and one-day statutory hold period in accordance with applicable securities laws.
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 Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws and may not be offered or sold in the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Stuhini Exploration Ltd.
Stuhini is a mineral exploration company focused on exploration and development of precious and base metals properties in western Canada. The Company's portfolio of exploration properties includes the flagship Ruby Creek Property, 16 km east of Atlin, BC; the South Thompson Nickel Project, 35 km northwest of Grand Rapids, Manitoba; and the Big Ledge Property, 57 km south of Revelstoke, BC.
For further information on Stuhini, visit our website at www.stuhini.com or contact:
Meredith Eades
President & CEO
meades@stuhini.com
604.360.4668
X: @STUexploration
LinkedIn: Stuhini Exploration
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains "forward-looking statements" and "forward-looking information" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. Such forward-looking statements concern, without limitation, the completion of the Private Placement; the anticipated use of proceeds; the advancement and potential development of the Ruby Creek Project; and future exploration plans, objectives, or outcomes.
Forward-looking statements are based on a number of assumptions, any of which may prove to be incorrect. Assumptions have been made regarding, among other things, that: the Private Placement will be completed on the terms described herein; all necessary regulatory approvals, including those of the TSX Venture Exchange, will be obtained in a timely manner; the Company will be able to use the net proceeds of the Private Placement as currently anticipated; and exploration activities will proceed as planned and yield positive results.
Forward-looking statements are subject to known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such forward-looking statements. These risks include, but are not limited to: the risk that the Private Placement may not be completed as expected or at all; that required regulatory approvals may not be obtained in a timely manner or at all; that exploration results may not support further work or development; that costs may exceed budget; and that broader economic, market, or geopolitical conditions may negatively impact the Company's operations or financing capabilities.
Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
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SOURCE: Stuhini Exploration Ltd.
