12:45:40 EST Sun 05 Feb 2023
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Stuhini Exploration Ltd
Symbol STU
Shares Issued 30,667,911
Close 2022-12-05 C$ 0.25
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Stuhini arranges $644,000 private placement

2022-12-06 12:29 ET - News Release

Mr. David O'Brien reports

STUHINI EXPLORATION LTD. ANNOUNCES UP TO $644,000 PRIVATE PLACEMENT WITH A LEAD ORDER FROM ERIC SPROTT

Stuhini Exploration Ltd. has arranged a non-brokered private placement of up to 2.8 million units of the company at a price of 23 cents per unit for gross proceeds to the company of up to $644,000. Eric Sprott has agreed to purchase $100,000 of units under the private placement.

Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share at a price of 35 cents 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 finance the company's exploration programs, including its four newly acquired mineral properties in southeast Arizona; (ii) to finance the $300,000 cash option payment due Dec. 31, 2022, under the option agreement pursuant to which the company was granted a right to acquire a 100-per-cent 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 per cent 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 per cent of the number of units placed by the finder. Each finder's warrant will entitle the holder thereof to acquire one common share at a price of 35 cents 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 Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions 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 per cent 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 TSX-V. 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.

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 United States. The company's portfolio of exploration properties includes its flagship, the Ruby Creek property located approximately 20 kilometres east of Atlin, B.C., the Que project located approximately 70 km north of Johnson's Crossing in Yukon, the South Thompson project located approximately 35 km northwest of Grand Rapids, Man., and the Big Ledge property located approximately 57 km south of Revelstoke, B.C., as well as its new portfolio of properties in southeast Arizona.

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