STLLR Gold Announces C$30 Million Financing Including $10 Million Bought Deal and Concurrent Private Placement with Eric Sprott
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STLLR Gold Announces C$30 Million Financing Including $10 Million
Bought Deal and Concurrent Private Placement with Eric Sprott
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
TORONTO, ONTARIO, September 22, 2025 – STLLR Gold Inc. (TSX: STLR) (OTCQX: STLRF) (FSE: O9D)
("STLLR" or the "Company ") is pleased to announce a financing comprised of the following
components:
• STLLR has entered into an agreement with Paradigm Capital Inc. (" Paradigm") and SCP
Resource Finance LP ("SCP" and together with Paradigm, the "Co-Lead Underwriters"), as joint
bookrunners and co-lead underwriters (collectively, the " Underwriters"), pursuant to which
the Underwriters have agreed to purchase, on a bought deal private placement basis, (i)
2,790,200 common shares in the capital of the Company (the " Common Shares") that will
qualify as flow-through shares (within the meaning of subsection 66(1 5) 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; and (ii) 3,246,800
Common Shares that will 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" and
together with the Premium FT Shares, the "Bought Shares") at a price of C$1.54 per FT Share
for gross proceeds of C$ 5,000,072 and aggregate gross proceeds of approximately
C$10,000,110.40 (the "Bought Private Placement"); and
• STLLR has entered into an agreement with Paradigm pursuant to which it intends to complete
a brokered private placement on a commercially reasonable "best efforts" agency basis of
up to 11,719,000 Common Shares (the "Best Efforts Shares") (which for greater certainty will
not qualify as "flow -through shares") at a price of C$ 1.28 per Best Efforts Share (the " Best
Efforts Issue Price"), including participation from Mr. Eric Sprott, for gross proceeds of up to
C$15,000,320 (the "Best Efforts Private Placement");
In addition, Agnico Eagle Mines Limited (" Agnico") has indicated to the Company that it intends to
participate in a non-brokered private placement (the " Non-Brokered Private Placement " and,
collectively with the Bought Private Placement and the Best Efforts Private Placement, the "Offering")
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of 3,907,000 Common Shares (which for greater certainty will not qualify as "flow-through shares")
(the "Concurrent Shares") at a price per Concurrent Share equal to the Best Efforts Issue Price for
aggregate gross proceeds of C$ 5,000,960. The Non -Brokered Private Placement would result in
Agnico increasing its pro rata ownership interest in the Company to approximately 11% after giving
effect to the Offering (not including exercise of the Over-Allotment Option (as defined below)).
The Bought Shares and the Best Efforts Shares will be offered for sale 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 issuable under the Offering will be subject to a restricted hold
period of four months and one day following the closing of the Offering. The Underwriters (and
Paradigm, in respect of the Best Efforts Private Placement) will be paid by the Company on closing
of the Offering a cash commission equal to 6% of the gross proceeds of the Bought Private
Placement and Best Efforts Private Placement. No commission or other fee is payable in connection
with the sale of Concurrent Shares pursuant to the Non-Brokered Private Placement.
In addition, the Company has granted the Underwriters an over -allotment option (the " Over-
Allotment Option"), exercisable in whole or in part at any time and from time to time, up to and
including the date which is two business days prior to the closing of the Bought Private Placement,
in the sole discretion of the Underwriters, to purchase from the treasury of the Company up to an
additional number of Bought Shares as is equal to 15% of the number of the Bought Shares to be
issued pursuant to the Bought Private Placement, on the same terms as set forth above, to cover
over-allotments, if any, and for market stabilization purposes.
An amount equal to the gross proceeds from the issuance of the Bought 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 Bought Shar es will be renounced by the Company to the subscribers of the Bought Shares
with an effective date no later than December 31, 2025.
The net proceeds from the sale of the 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 Bought Shares will be used for exploration
expenditures on the Company's exploration properties.
The Offering is expected to close on or about October 15 , 2025, or such other date as agreed
between the Company and the Co -Lead Underwriters, and are subject to certain conditions
including, but not limited to, the receipt of all necessary corporate and regulatory approvals,
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including the approval of the Toronto Stock Exchange and the applicable securities regulatory
authorities. No securities regulatory authority has either approved or disapproved of the contents
of this news release.
It is anticipated that insiders of the Company may participate in the Offering. By virtue of their
participation, the Offering would constitute a "related party transaction" for the purposes of
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI
61-101"). The Company expects to release a material change report including details with respect to
the related party transactions less than 21 days prior to the closing of the Offering, which the
Company deems reaso nable in the circumstances so as to be able to avail itself of potential
financing opportunities and complete the Offering in an expeditious manner. It is anticipated that
the 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 | [email protected] | www.STLLRgold.com
Renmark Financial Communications Inc.
John Boidman, CPIR
+1 (416) 644-2020 or +1 (212)-812-7680 | [email protected] | www.renmarkfinancial.com
Forward-Looking Information
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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; the closing of the Offering; the use of proceeds of the Offering; Agnico's participation in the
Offering; and approval of the Toronto Stock Exchange. 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 actu al 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 e nded 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.