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Stone Gold Inc. Announces Closing of $431,199.88 in First Tranche of Non-Brokered Private Placement

Financings

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Stone Gold Inc. Announces Closing of $431,199.88 in First Tranche of Non-Brokered Private

Placement

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN

THE UNITED STATES

TORONTO, ONTARIO – December 23, 2021 – Stone Gold Inc. (TSX-V: STG) ("Stone Gold" or the

"Company") is pleased to announce that , in connection with its previously announced non -

brokered private placement on December 14, 2021 (the “Offering”), the Company has completed

the first tranche (the “ First Tranche”), of the Offering. The Offering is comprised of the sale of a

combination of flow-through units of the Company (“FT Units”) at a price of $0.12 per FT Unit and

hard-dollar units of the Company (“ HD Units”) at a price $0.10 per HD Unit (the “Offering”). The

First Tranche consisted of the sale of 2, 384,999 FT Units and 1 ,450,000 HD Units for aggregate

gross proceeds of $431,199.88.

Each FT Unit is comprised of one (1) common share of the Company issued on a flow-through

basis within the meaning of the Income Tax Act (Canada) (a “FT Share”), and one-half of one (0.5)

common share purchase warrant (each whole warrant, a “ FT Warrant”), with each FT Warrant

entitling the holder thereof to acquire one (1) additional common share of the Company at a price

of $0.20 for a period of twenty-four (24) months following the closing of the applicable tranche

of the Offering. Each HD Unit is comprised of one (1) common share of the Company (a “Common

Share”), and one (1) common share purchase warrant (a “HD Warrant” and collectively with the

FT Warrants, the “Warrants”), with each HD Warrant entitling the holder thereof to acquire one

(1) additional Common Share at a price of $0.15 for a period of twenty-four (24) months following

the closing of the applicable tranche of the Offering . The Company can elect to accelerate the

expiry of the Warrants in the event that the volume-weighted average trading price of the

Common Shares on a stock exchange equals or exceeds $0.30 for twenty (20) consecutive trading

days, in which case the Warrants will expire thirty (30) days after the date that the Issuer provides

written notice of acceleration.

The proceeds from the issuance of the FT Units will be used for “Canadian exploration expenses”

and will qualify as "flow -through mining expenditures" (the " Qualifying Expenditures "), as

defined in subsection 127(9) of the Income Tax Act (Canada). The Company intends to renounce

the Qualifying Expenditures to subscribers of FT Units for the fiscal year ended December 31, 2021.

The proceeds from the issuance of HD Units will be primarily used for exploration activities at the

Company’s properties, as well as for general working capital purposes.

Completion of t he Offering is subject to receipt of all necessary regulatory approvals, including

approval of the TSX Venture Exchange (the “Exchange”). The securities issued pursuant to the

Offering will be subject to a statutory hold period of four months and one day from the date o f

issuance in accordance with applicable securities laws . In connection with the First Tranche, the

Company has agreed to pay a commission in the aggregate of $ 18,269.99 to eligible finders for

their assistance with the Offering and in accordance with the policies of the Exchange.

For further information, please contact:

Mr. John Timmons

President & CEO

Stone Gold Inc.

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Cellular (416) 931 2243

Email: [email protected]

Web: www.stonegold.ca

Stone Gold Inc . is engaged in the acquisition, exploration and evaluation of properties for the

mining of precious and base metals.

Caution Regarding Forward-Looking Information

This news release contains forward -looking information that involves substantial known and

unknown risks and uncertainties, most of which are beyond the control of Stone Gold. Forward -

looking statements include estimates and statements that describe Stone Gold's future plans,

objectives or goals, including words to the effect that Stone Gold or its management expects a

stated condition or result to occur. Forward -looking statements may be identified by such terms

as "believes", "anticipates", "expects", "es timates", "may", "could", "would", "will", or "plan".

Since forward -looking statements are based on assumptions and address future events and

conditions, by their very nature they involve inherent risks and uncertainties. Although these

statements are based on information currently available to Stone Gold , Stone Gold provides no

assurance that actual results will meet management's expectations. Risks, uncertainties and other

factors involved with forward -looking information could cause actual events, result s,

performance, prospects and opportunities to differ materially from those expressed or implied by

such forward-looking information. Forward looking information in this news release includes, but

is not limited to, Stone Gold 's objectives, goals or future plans, statements, details of the

exploration results, potential mineralization, Stone Gold's portfolio, treasury, management team

and enhanced capital markets profile, the timing of the Offering, the estimation of mineral

resources, exploration and mine development plans, timing of the commencement of operations

and estimates of market conditions.

Factors that could cause actual results to differ materially from such forward-looking information

include, but are not limited to, failure or inability to co mplete the Offering, regulatory approval

processes, failure to identify mineral resources, delays in obtaining or failures to obtain required

governmental, regulatory, environmental or other project approvals, political risks, inability to

fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating

to the availability and costs of financing needed in the future, changes in equity markets, inflation,

changes in exchange rates, fluctuations in commodity prices, delays in the development of

projects, capital and operating costs varying significantly from estimates and the other risks

involved in the mineral exploration and development industry, and those risks set out in Stone

Gold's public documents filed on SEDAR. Although Stone Gold believes that the assumptions and

factors used in preparing the forward -looking information in this news release are reasonable,

undue reliance should not be placed on such information, which only applies as of the date of this

news release, and no assurance can be given that such events will occur in the disclosed time

frames or at all. Stone Gold disclaims any intention or obligation to update or revise any forward-

looking information, whether as a result of new information, future events or otherwise, other

than as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the

TSXV) accepts responsibility for the adequacy or accuracy of this news release.