Vancouver, British Columbia--(Newsfile Corp. - August 25, 2025) - Stuhini Exploration Ltd. (TSXV: STU) (OTCQB: STXPF) (WKN: A2PLBV) (the "Company" or "Stuhini") is pleased to announce that, further to its news release dated August 5, 2025, it has closed the first tranche of its non- brokered private placement (the "Private Placement") raising gross proceeds of $260,000 through the issuance of 2,166,332 Units ("Units") at a price of $0.12 per Unit.
Each Unit consists 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 entitles the holder to acquire one additional Common Share at a price of $0.18 per Common Share until August 22, 2027.
Certain directors and officers of the Company acquired an aggregate of 184,000 Units under the Private Placement. Such participation constitutes 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 has relied 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 first tranche of 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, exceeds 25% of the Company's market capitalization (as determined under MI 61-101).
The securities issued pursuant to this closing are subject to a regulatory resale hold period ending December 23, 2025. The Private Placement is subject to the final approval of the TSX Venture Exchange.
In connection with the closing of the first tranche of the Private Placement, the Company paid finder's fees in cash to Research Capital (as to $4,672.80) and Canaccord Genuity Corp. (as to $1,800), representing 6% of the gross proceeds from the sale of Units placed by the finders.
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.
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; 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
Twitter: @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 laws. All statements, other than statements of historical fact, included herein, including those relating to the anticipated use of proceeds; the advancement and potential development of the Ruby Creek Project; and future exploration plans, objectives, or outcomes, are forward-looking statements.
Forward-looking statements are based on a number of assumptions believed by the Company to be reasonable at the time such statements are made, including: that all necessary regulatory approvals, including those of the TSX Venture Exchange, will be obtained in a timely manner; that the Company will be able to use the proceeds of the financing as currently anticipated; and that 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 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.
The assumptions used in the preparation of such forward-looking statements, although considered reasonable at the time of preparation, may prove to be imprecise. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company undertakes no obligation to update or revise any forward-looking statements if these beliefs, estimates and opinions or other circumstances should change except as required by applicable law.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/263693
SOURCE: Stuhini Exploration Ltd.
