Stuve Gold Corp. Provides Update on Proposed Private Placement
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Stuve Gold Corp. Provides Update on Proposed Private Placement
CALGARY, ALBERTA – February 13, 2026 – Stuve Gold Corp. (“Stuve Gold” or the “Corporation”)
(TSXV: STUV) announces that, further to its news release dated February 11, 2026, with respect
to its proposed private placement of up to 12,500,000 units (“Units”) for gross proceeds of up to
$3,000,000 (the “ Offering”), the Corporation has determined, pursuant to the TSX Venture
Exchange's "part and parcel" pricing rules, that the share purchase warrants comprising part of
the Units will entitle the holder to purchase additional Common Shares for a period of one (1)
year from the date of closing of the Offering at a price of $0.38 per share. For further information
with respect to the terms of the Offering, please see the Corporation's news release dated
February 11, 2026.
Proceeds from the Offering, assuming the maximum Offering, will be used to conduct exploration
activities on the Las Animas property ($1,000,000), Stuve Gold’s existing properties ($1,500,000),
as well as for expenses related to the Offering, for the possible acquisition of other properties,
for repayment of debt obligations, and for general working capital purposes (up to $500,000). If
less than the maximum Offering is raised, proceeds from the Offering will be used first to conduct
exploration activities on the Las Animas property, then on the existing properties, and then for
expenses of the Offering, possible acquisitions, repayment of debt obligations and general
working capital purposes.
The Offering is being offered to all of the existing shareholders of Stuve Gold who are permitted
to subscribe pursuant to the Existing Shareholder Exemption. This offer is open until March 27,
2026, or such other date or dates as the Corporation determines and one or more closings are
expected to occur, with the first closing anticipated for on or about February 24, 2026.
Any existing shareholders interested in participating in the Offering should contact the
Corporation pursuant to the contact information set forth below.
The Corporation has set February 12, 2026, as the record date for determining existing
shareholders entitled to subscribe for Units pursuant to the Existing Shareholder Exemption.
Subscribers purchasing Units under the Existing Shareholder Exemption will need to represent in
writing that they meet certain requirements of the Existing Shareholder Exemption, including
that they were, on or before the record date, a shareholder of the Corporation and still are a
shareholder as at the closing date. The aggregate acquisition cost to a subscriber under the
Existing Shareholder Exemption cannot exceed $15,000 unless that subscriber has obtained
advice from a registered investment dealer regarding the suitability of the investment.
As the Corporation is also relying on the Exemption for Sales to Purchasers Advised by Investment
Dealers, it confirms that there is no material fact or material change related to the Corporation
which has not been generally disclosed. In addition to offering the Units pursuant to the Existing
Shareholder Exemption and the Exemption for Sales to Purchasers Advised by Investment
Dealers, the Units are also being offered pursuant to other available prospectus exemptions,
including sales to accredited investors. Unless the Corporation determines to increase the gross
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proceeds of the Offering, if subscriptions received for the Offering based on all available
exemptions exceed the maximum Offering amount of $3,000,000, Units will be allocated pro rata
among all subscribers qualifying under all available exemptions.
The Common Shares, Warrants and Broker Warrants issued pursuant to the Offering will be
subject to a four month and one day hold period. Completion of the Offering remains subject to
the approval of the TSX Venture Exchange.
About Stuve Gold
Stuve Gold is advancing mineral properties in Chile that hold promising potential for gold, copper,
silver, cobalt and uranium accumulations 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 obtain necessary approvals from the TSX Venture Exchange with respect
to the Offering, the successful completion of the Offering and the use of proceeds of the Offering.
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, cobalt and uranium; 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:
Terence Walker
Phone: +56 9 5179 5902
Email: [email protected]
Or:
Al Kroontje
Phone: +1 403 607 4009
Email: [email protected]