Mr. Al Kroontje reports
STUVE GOLD CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNITS
Stuve Gold Corp., further to its news releases dated Feb. 11, 2026, and Feb. 13, 2026, has completed its previously announced non-brokered private placement and has issued 12.5 million units at a price of 24 cents per unit, for aggregate gross proceeds of $3-million.
Each unit comprises one common share of the corporation and one-half of one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share at a price of 38 cents per warrant share for a period of one year from the date of issuance of the warrants.
In connection with the offering, the corporation paid cash commissions to qualified non-related parties of an aggregate of $105,302.64 and issued an aggregate of 438,761 broker warrants. Each broker warrant is exercisable at a price of 24 cents per share for a period of one year from the date of issuance.
The corporation intends to use the net proceeds from the offering to conduct exploration activities on the Las Animas property ($1-million), Stuve Gold's existing properties ($1.5-million), as well as 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 $394,697.36).
The securities issued pursuant to the offering are subject to a four-month-and-one-day hold period. Completion of the offering remains subject to the final acceptance of the TSX Venture Exchange.
Related party participation in the private placement
One insider subscribed for 40,000 units in the offering for a total of 0.32 per cent, which increases the percentage ownership of outstanding common shares owned by the insider that subscribed to the offering to 0.44 per cent on a non-diluted basis.
As an insider of the corporation participated in the offering, it is deemed to be a related party transaction as defined under Multilateral Instrument 61-101,
Protection of Minority Security Holders in Special Transactions.
Neither the corporation, nor to the knowledge of the corporation after reasonable inquiry, a related party, has knowledge of any material information concerning the corporation or its securities that has not been generally disclosed.
The offering 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 units distributed to, nor the consideration received from, interested parties exceeded $2.5-million. The offering was unanimously approved by the board of directors of the corporation, including the directors that did not subscribe to the offering.
The corporation did not file a material change report more than 21 days before the expected closing of the offering because the details of the participation therein by related parties of the corporation were
not settled until shortly prior to the closing of the offering and the corporation wished to close on an expedited basis for business reasons.
About Stuve Gold Corp.
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 Venture Exchange under the symbol STUV.
We seek Safe Harbor.
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