VANCOUVER, BC, Aug. 2, 2022 /CNW/ - Stuhini Exploration Ltd.
(the "Company" or "Stuhini") (TSXV: STU) and (OTCPK:
STXPF) is pleased to announce a non-brokered Private Placement of
aggregate gross proceeds to the Company of up to $1.5 million (the "Private Placement").
The Company is pleased to advise that Sprott Asset Management LP
has agreed to purchase $495,000 of
the Private Placement.
The Private Placement will consist of a combination of: (i)
flow-through units of the Company ("FT Units") at a price of
$0.45 per FT Unit (the "FT Unit
Offering"); and (i) non-flow through units of the Company
("NFT Units") at a price of $0.40 per NFT Unit (the "NFT Unit
Offering").
Each FT Unit will consist of one (1) flow-through common share
of the Company and one half (1/2) of one common share purchase
warrant (each whole warrant, an "FT Warrant"). The FT Units
will qualify as "flow-through shares" for the purposes of the
Income Tax Act (Canada)
(the "Tax Act"). Each FT Warrant will entitle the holder
thereof to acquire one common share in the capital of the Company
(each, a "Common Share") at a price of $0.60 per Common Share for a period of two years
following the closing of the FT Unit Offering.
Each NFT Unit will consist of one Common Share and one-half of
one non-flow through common share purchase warrant (each whole
warrant, an "NFT Warrant"). Each NFT Warrant will entitle
the holder thereof to acquire one Common Share at a price of
$0.60 per Common Share for a period
of two years following the closing of the NFT Unit Offering.
The aggregate gross proceeds from the FT Unit Offering will be
used to incur "Canadian exploration expenses" which qualify as
"flow-through mining expenditures" (within the meaning of the Tax
Act) ("Qualifying Expenditures") in order to fund
exploration programs on Stuhini's Ruby Creek Project and Big Ledge
Project which are located in British
Columbia. The Company will renounce these expenses to the
purchasers with an effective date of not later than December 31, 2022.
The aggregate gross proceeds from the NFT Unit Offering will be
used to fund exploration programs on the Company's other mineral
properties, including the Que Project in the Yukon Territory, the South Thompson Nickel
project in Manitoba, and any
additional exploration projects acquired or staked in the United States through the Company's wholly
owned subsidiary, Arizada Metals Corp, as well as general and
administrative expenses.
David O'Brien, President and
Chief executive officer of Stuhini commented: "On behalf of the
board of directors, I would like to welcome Sprott Asset Management
LP as an important new cornerstone shareholder. During these
current challenging market conditions for the junior exploration
sector, we are very pleased to have secured the support of one of
most prominent and successful funds in the mining industry."
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 FT Units or NFT Units, as applicable, placed by the finder
and issue finder's warrants entitling the finder to purchase such
number of Common Shares that is equal to up to 6% of the number of
FT Units or NFT Units, as applicable, placed by the finder
("Finder's Warrants"). Each Finder's Warrant will entitle
the holder thereof to acquire one Common Share at a price of
$0.50 per Common Share for a period
of two years following the closing of the Private Placement.
It is anticipated that certain directors, officers and other
insiders of the Company will acquire FT Units or NFT Units, as
applicable, under the Private Placement. Such participation will be
considered to be "related party transactions" within the meaning of
TSX Venture Exchange ("TSXV") Policy 5.9 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 the 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
interested parties, is expected to exceed 25% of the Company's
market capitalization (as determined under MI
61‑101).
The Private Placement may close in multiple tranches and is
subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory approvals including the
approval of the TSXV. All securities to be issued pursuant to the
Private Placement will have a hold period of four months and one
day from the closing of the Private Placement.
About Stuhini Exploration
Ltd.
Stuhini is a mineral exploration company focused on the
exploration and development of it's base and precious metal
properties. The Company's portfolio of exploration properties
includes: its flagship, the Ruby Creek Property, located
approximately 20 km east of Atlin,
BC; the Que Project located approximately 70 km north of
Johnson's Crossing in the Yukon;
the South Thompson Project located approximately 35 km northwest of
Grand Rapids, Manitoba; and the
Big Ledge Property located approximately 57 km south of
Revelstoke, BC.
FORWARD-LOOKING
STATEMENTS
This news release contains "forward-looking statements" within
the meaning of Canadian securities legislation. Such
forward‑looking statements concern, without limitation, the
intended use of proceeds of the Private Placement and the
renunciation of Qualifying Expenditures. Such forward‑looking
statements or information are based on a number of assumptions
which may prove to be incorrect. Assumptions have been made
regarding, among other things: conditions in general economic and
financial markets; timing and amount of capital
expenditures; timing and amount of Qualifying Expenditures
incurred; and effects of regulation by governmental agencies.
The actual results could differ materially from those anticipated
in these forward‑looking statements as a result of risk factors
including, but not limited to: the availability of funds; the
timing and content of work programs; results of exploration
activities of mineral properties; the interpretation of drilling
results and other geological data; general market and industry
conditions; and failure to incur Qualifying
Expenditures. 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 the statements were
made. The Company undertakes no obligation to update or revise any
forward-looking statements included in this news release if these
beliefs, estimates and opinions or other circumstances should
change, except as otherwise required by applicable law.
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.
SOURCE Stuhini Exploration Ltd.