Stuve Gold Corp. Announces Proposed Private Placement of Units and Term Loan Facility
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Stuve Gold Corp. Announces Proposed Private Placement of Units and Term Loan Facility
CALGARY, ALBERTA – November 24, 2025 – Stuve Gold Corp. (“Stuve Gold” or the “Corporation”)
(TSXV: STUV) announces that it intends to proceed with a best-efforts private placement to provide
working capital for the Corporation and that it has entered into a term loan commitment letter which
will repay outstanding debentures that have recently matured.
The Proposed Private Placement
The Corporation plans to complete a non-brokered private placement of up to 9,500,000 units (“Units”)
at a price of $0.06 per Unit, for aggregate gross proceeds of up to $570,000 (the “Offering”).
Each Unit will be comprised of one (1) common share of the Corporation (each a “Common Share”) and
a two (2) year Common Share purchase warrant (each, a “Warrant”). Each Warrant will entitle the
holder thereof to purchase one Common Share in the capital of the Corporation (each a “Warrant
Share”) at a price of $0.075 per Warrant Share at any time prior to the date that is twelve (12) months
from the date of issuance of the Warrants and at a price of $0.10 per Warrant Share for the following
year. The Warrants will include an acceleration provision whereby if the Common Shares trade at a 20-
day weighted average price (“VWAP”) greater than $0.35, the Corporation may accelerate the expiry of
the Warrants to a date that is sixty (60) days following such VWAP price having been met.
The Corporation intends to use the proceeds from the Offering to fund ongoing general and
administrative expenses, payment of claim taxes on the Corporation’s mineral properties and for the
advancement of exploration activities on certain of the Corporation’s properties. The Offering is not
subject to a minimum amount of gross proceeds.
Insiders of the Corporation may participate in the Offering.
It is not anticipated that bonuses, cash commissions, finder's fees or brokers’ warrants will be issued or
paid in relation to the Offering.
The Common Shares and the Warrant Shares to be issued pursuant to the Offering will be subject to a
four-month and one-day hold period. Completion of the Offering remains subject to regulatory
approval.
The Term Loan
The Corporation has secured a term loan pursuant to a term loan commitment letter dated November 21,
2025 (the “Term Loan”). The Term Loan was provided by a company (the “ Lender”) in which a director
and officer of the Corporation has an interest.
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The Term Loan is in the principal amount of $775, 000 and proceeds will be used to repay debentures
previously issued by the Corporation. The amount owing pursuant to the debentures, which matured on
October 31, 2025, was $774,571 as at November 15, 2025 and will be repaid in cash. The Lender holds no
debentures that are to be repaid from the proceeds of the Term Loan.
The Term Loan is a three (3) year facility which bears interest at a rate of 8% per annum and is convertible
at the option of the Lender into Common Shares at a price of $0.075 per share until November 21, 2026
and thereafter at a price of $0.10 per Common Share until maturity. If converted, the Lender has agreed
to a contractual hold period such that the share ce rtificate representing the Common Shares issued on
conversion will bear a legend restricting the trading of such shares for a period of one (1) year from the
date of their issuance.
No bonuses, finder's fees, commissions or warrants were issued or paid in respect of the Term Loan. The
Term Loan remains subject to regulatory approval.
Related Party Participation
The Term Loan Lender is a company in which Al Kroontje, a director and officer of the Corporation, has an
interest. As an insider of the Corporation indirectly part icipated in this transaction, it is deemed to be a
"related party transaction" as defined under Multilateral Instrument 61-101- Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). Neither the Corporation, nor to the knowledge of
the Corporation after reasonable inquiry, a related party has had knowledge of any material information
concerning the Corporation or its securities that has not been generally disclosed.
The Term Loan is exempt from the formal valuation and minority shareholder approval requirements of
MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash and
neither the fair market value of the Term Loan, no r the consideration received from related parties,
exceeded $2,500,000. The Term Loan was unanimousl y approved by the board of directors of the
Corporation, excluding the director who is related to the company providing the Term Loan, who
abstained from voting. The Lender currently holds no Common Shares or securities convertible into
Common Shares. The Term Loan may be converted in whol e or in part at the Lender’s election. If the
Term Loan is fully converted into Common Shares in accordance with its term s and assuming that the
entire $775,000 is advanced and is entirely converted, a total of 10,333,333 Common Shares would be
issued if conversion occurs during the first year and a total of 7,750,000 Common Shares would be issued
if conversion occurs in either the second or thir d year. Such Common Share issuances would represent
34.7% or 28.5% (respectively) of the then issued and outstanding Common Shares, assuming that the
maximum Offering is closed. In the event that the Warrants associated with the Offering are exercised
prior to conversion of the Term Loan, the Common Shares issued pursuant to the conversion would then
represent 26.3% or 21.1% (respectively) of the then issued and outstanding Common Shares. Therefore,
the Term Loan contains a provision whereby conversion into Common Shares is limited to an amount that
does not create a control person of the Corporation unless shareholder and TSX Venture Exchange
approvals have first been obtained.
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About Stuve Gold
Stuve Gold is engaged in advancing mineral properties in Chile that hold promising potential for gold,
copper, silver and cobalt exhibited by historical mining activities on, or associated with, those
properties.
Stuve Gold's Common Shares are listed on the TSX-V under the symbol "STUV". More information on
Stuve Gold may be viewed on www.sedarplus.ca or the Corporation's website www.stuvegoldcorp.ca.
Cautionary Note Regarding Forward-Looking Statements
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to, the Corporation's ability to sell and close the Offering,
obtain necessary approvals from the Exchange for the Offering and Term Loan, and the use of proceeds from the
Offering and Term Loan. Forward-looking statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other
factors which may cause the actual results and future events to differ materially from those expressed or implied by
such forward-looking statements. Such factors include, but are not limited to: general business, economic,
competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory
approvals; the price of metals including gold, silver copper and cobalt; and the results of exploration programs.
There can be no assurance that such statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance
on forward-looking statements. Stuve Gold disclaims any intention or obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or otherwise, except as required by 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.
For further information, please contact:
Al Kroontje
Phone: (403) 607-4009
Email: [email protected]