/CNW/ - Stuhini Exploration Ltd. (the " Company " or " Stuhini ")
Stuhini Exploration Ltd. Announces up to
$644,000 Private Placement with a lead order
from Eric Sprott
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN
THE
UNITED STATES
./
VANCOUVER, BC
,
Dec. 6, 2022
/CNW/ - Stuhini Exploration Ltd. (the "
Company
" or "
Stuhini
")
(TSXV: STU) (OTCPK: STXPF) is pleased to announce a non-brokered private placement of up to
2,800,000 units of the Company ("
Units
") at a price of
$0.23
per Unit (the "
Issue Price
") for gross
proceeds to the Company of up to
$644,000
(the "
Private Placement
"). The Company is pleased to
advise that
Eric Sprott
has agreed to purchase
$100,000
of Units under the Private Placement.
Each Unit will consist 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 for a period
of two years following the closing of the Private Placement.
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 Private Placement, the Company may pay finders' fees in cash of up to 8% of
the gross proceeds from the sale of Units 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 8% of the number of
Units 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
$0.35
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 Units
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 related 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.
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
and the Big Ledge Property located approximately 57 km south of
Revelstoke, British Columbia
, as well as its new portfolio of properties in south-east
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. 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:
please contact: 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 08:30e 06-DEC-22