/CNW/ - Stuhini Exploration Ltd. (the " Company " or " Stuhini ")
Stuhini Exploration Ltd. Closes First Tranche
of Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN
THE
UNITED STATES
/
VANCOUVER, BC
,
Dec. 20, 2022
/CNW/ - Stuhini Exploration Ltd. (the "
Company
" or "
Stuhini
")
(TSXV: STU) and (OTCPK: STXPF) is pleased to announce that it has closed the first tranche of its
non-brokered private placement (the "
Private Placement
") previously announced on
December 6,
2022
and upsized on
December 15, 2022
for aggregate gross proceeds to the Company of
$905,782.09
.
Under the first tranche of the Private Placement, the Company has issued a total of 3,938,183 units
of the Company ("
Units
") at a price of
$0.23
per Unit. Each Unit consists of one common share
(each a "
Common Share
") of the Company and one half of one Common Share purchase warrant
(each whole warrant, a "
Warrant
"). Each whole Warrant is exercisable into one Common Share at a
price of
$0.35
per Common Share until
December 20, 2024
.
The net proceeds of the Private Placement will be used: (i) to fund the Company's exploration
programs, including its four newly acquired mineral properties in south east
Arizona
; (ii) to fund the
$300,000
cash option payment due
December 31, 2022
under the option agreement pursuant to
which the Company was granted a right to acquire a 100% interest in its Ruby Creek Property; and
(iii) for general, corporate and administrative expenses.
In connection with the closing of the first tranche of the Private Placement, the Company paid
finders' fees in cash totaling
$7,360
to Canaccord Genuity Corp. and Haywood Securities Inc.
(collectively, the "
Finders
"), representing 8% of the gross proceeds from the sale of Units placed by
the Finders and issued to the Finders a total of 32,000 non-transferable finder's warrants ("
Finder's
Warrants
"), representing 8% of the Units placed by such Finders. Each Finder's Warrant entitles the
holder thereof to acquire one Common Share at a price of
$0.35
per Common Share until
December
20, 2024
.
An insider of the Company purchased or acquired direction and control over a total of 225,000 Units
under the first tranche of 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 has relied 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 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).
Closing of the second tranche of the Private Placement is expected to occur on or before
January
20, 2023
, and is subject to certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSXV. All securities issued pursuant to the first tranche of the
Private Placement are subject to a hold period of four months and one day expiring on
April 21,
2023
.
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 Stuhini Exploration Ltd.
Stuhini is a mineral exploration company focused on the exploration and development of precious
and base metals properties in western
Canada
and southwestern
USA
. The Company's portfolio of
exploration properties includes: its flagship, the Ruby Creek Property located approximately 20 km
east of
Atlin, British Columbia
; 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
; the Big Ledge Property located approximately 57 km south of
Revelstoke,
British Columbia
; and its new portfolio of 4 properties in southeast
Arizona
.
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 closing of the second tranche of the Private Placement.
Such forward
looking statements or information are based on a number of assumptions any of 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; favourable
weather conditions including but not limited to snow, rainfall and forest fires, 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; and general market and
industry conditions. 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.
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For further information:
David O'Brien, President & Chief Executive Officer, Stuhini Exploration
Ltd., Email: [email protected], Phone: (604) 835-4019, Web: www.stuhini.com
CO: Stuhini Exploration Ltd.
CNW 22:34e 20-DEC-22