NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Toronto, Ontario--(Newsfile Corp. - October 15, 2025) - STLLR Gold Inc. (TSX: STLR) (OTCQX: STLRF) (FSE: O9D) ("STLLR" or the "Company") is pleased to announce it has closed its previously announced private placement financing for aggregate gross proceeds of C$36,613,902 comprised of the following components:
- a "bought deal" private placement led by Paradigm Capital Inc. ("Paradigm") and SCP Resource Finance LP ("SCP") comprised of:
- 2,790,200 common shares in the capital of the Company ("Common Shares") that qualify as flow-through shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) sold on a charitable flow-through basis (the "Premium FT Shares") at a price of C$1.792 per Premium FT Share for gross proceeds of C$5,000,038.40;
- 3,246,800 Common Shares that qualify as flow-through shares (within the meaning of subsection 66(15) of the Income Tax Act (Canada)) sold on a flow-through basis (the "FT Shares") at a price of C$1.54 per FT Share for gross proceeds of C$5,000,072; and
- 5,166,026 Common Shares, which included a partial exercise of the underwriters' option (the "Hard Dollar Shares") (which for greater certainty do not qualify as "flow-through shares") at a price of C$1.28 per Hard Dollar Share for gross proceeds of C$6,612,513.28, and together with the gross proceeds from the Premium FT Shares and FT Shares, representing aggregate gross proceeds of C$16,612,623.68 (the "Bought Private Placement");
- a brokered private placement on a commercially reasonable "best efforts" agency basis led by Paradigm of 11,719,000 Common Shares (the "Best Efforts Shares") (which for greater certainty do not qualify as "flow-through shares") at a price of C$1.28 per Best Efforts Share for gross proceeds of C$15,000,320 (the "Best Efforts Private Placement"); and
- a non-brokered private placement to Agnico Eagle Mines Limited ("Agnico Eagle") of 3,907,000 Common Shares (the "Concurrent Shares") (which for greater certainty do not qualify as "flow-through shares") at a price of C$1.28 per Concurrent Share for gross proceeds of C$5,000,960 (the "Non-Brokered Private Placement", and together with the Bought Private Placement and the Best Efforts Private Placement, the "Offering").
As a result of the Offering:
Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott, increased his ownership interest in the Company to approximately 15% on a non-diluted basis through his participation in the Best Efforts Private Placement;
Agnico Eagle increased its ownership interest in the Company to approximately 11%; and
certain officers and directors of the Company purchased 434,100 Hard Dollar Shares and 19,500 FT Shares under the Offering.
Keyvan Salehi, P.Eng., MBA, President and CEO of STLLR, commented, "This financing strengthens our ability to advance the Tower Gold and Hollinger Tailings projects in the Timmins Mining Camp. We greatly appreciate the continued support from our investors, especially our largest shareholders, Eric Sprott and Agnico Eagle."
The Common Shares issued under the Offering were sold to eligible purchasers pursuant to applicable exemptions from the prospectus requirements in each of the Provinces of Canada under National Instrument 45-106 - Prospectus Exemptions, and in other agreed to selling jurisdictions. The Common Shares issued under the Offering are subject to a restricted hold period expiring February 16, 2026. The Offering remains subject to the final approval of the Toronto Stock Exchange.
Certain insiders of the Company participated in the Offering. By virtue of their participation, the Offering constitutes a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Participation by the insiders of the Company in the Offering will not be subject to the minority approval and formal valuation requirements under MI 61-101 as neither the fair market value of the subject matter, nor the fair market value of the consideration for the Common Shares, insofar as it involves the insiders, exceeded 25% of STLLR's market capitalization.
An amount equal to the gross proceeds from the issuance of the Premium FT Shares and FT Shares will be used to incur "Canadian exploration expenses" as defined in the Income Tax Act (Canada) that will qualify as "flow-through mining expenditures", as defined in subsection 127(9) of the Income Tax Act (Canada) (the "Qualifying Expenditures"). The Qualifying Expenditures will be incurred on or before December 31, 2026 and an amount of such Qualifying Expenditures equal to the gross proceeds from the issuance of the FT Shares and Premium FT Shares will be renounced by the Company to the subscribers of the FT Shares and Premium FT Shares with an effective date no later than December 31, 2025.
The net proceeds from the sale of the Hard Dollar Shares, Best Efforts Shares and Concurrent Shares will be used for non flow-through eligible operating expenses and for general corporate and working capital purposes and the gross proceeds from the sale of the FT Shares and Premium FT Shares will be used for exploration expenditures on the Company's exploration properties.
Paradigm and SCP were paid a cash commission in connection with the Bought Private Placement and the Best Efforts Private Placement. No commission was paid in connection with the Non-Brokered Private Placement.
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 state securities laws and may not be offered or sold within 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 STLLR Gold
STLLR Gold Inc. (TSX: STLR) (OTCQX: STLRF) (FSE: O9D) is a Canadian gold development company actively advancing high-potential gold projects in Canada: The Tower Gold Project and the Hollinger Tailings Project in the Timmins Mining Camp in Ontario and the Colomac Gold Project located north of Yellowknife, Northwest Territories. Tower and Colomac have the potential to become large-scale, long-life operations and are surrounded by exploration land with favourable upside potential. STLLR's experienced management team, with a track record of successfully advancing projects and operating mines, is working towards rapidly advancing these projects.
Contact Us
STLLR Gold Investor Relations
+1 (416) 863-2105 | investors@stllrgold.com | www.STLLRgold.com
Renmark Financial Communications Inc.
John Boidman, CPIR
+1 (416) 644-2020 or +1 (212)-812-7680 | jboidman@renmarkfinancial.com | www.renmarkfinancial.com
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Company's exploration initiatives; and the use of proceeds of the Offering. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "advancing", "working towards", "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved".
Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of STLLR to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, ongoing wars and their effect on supply chains, environmental risks, pandemic risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in the Company's annual information form for the year ended December 31, 2024, available on www.sedarplus.ca. Although STLLR has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. STLLR does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/270470
SOURCE: STLLR Gold Inc.
