Mr. Al Kroontje reports

STUVE GOLD CORP. ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF UNITS AND UPDATE ON TERM LOAN FACILITY

Stuve Gold Corp., further to its news release dated Nov. 24, 2025, has completed its previously announced non-brokered private placement and has issued 9.5 million units at a price of six cents per unit, for aggregate gross proceeds of $570,000.

Each unit comprises one common share of the corporation and one common share purchase warrant. Each warrant entitles the holder thereof to purchase one common share in the capital of the corporation at a price of 7.5 cents per warrant share at any time prior to the date that is 12 months from the date of issuance of the warrants and at a price of 10 cents per warrant share for the following year. The warrants include an acceleration provision whereby if the common shares trade at a 20-day volume weighted average price (VWAP) greater than 35 cents, the corporation may accelerate the expiry of the warrants to a date that is 60 days following such VWAP price having been met.

The corporation intends to use the proceeds from the offering to finance continuing general and administrative expenses, for the payment of claim taxes on the corporation's mineral properties, and for the advancement of exploration activities on certain of the corporation's properties.

No cash commission or finder's fee was paid in connection with the offering. The common shares and warrant shares 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

Insiders subscribed for an aggregate of 1,895,333 units in the offering for a total of 19.95 per cent, which increases the percentage ownership of outstanding common shares owned by the insiders that subscribed to the offering to 10.94 per cent on a non-diluted basis. As insiders 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 director who 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.

Early warning report

Tailwind Capital Neo Fund Ltd. has filed an early warning report under National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, in connection with its participation in the offering.

As at the date of Tailwind's previously filed early warning report of Nov. 28, 2025, Tailwind held no common shares. If the term loan (see below) is fully converted into common shares in accordance with its terms and assuming that the entire $775,000 is advanced and is entirely converted, a total of 10,333,333 common shares would be issued to Tailwind if conversion occurs during the first year and a total of 7.75 million common shares would be issued to Tailwind if conversion occurs in either the second or third year. Such common share issuances would represent 34.7 per cent or 28.5 per cent (respectively) of the then issued and outstanding common shares. Tailwind is restricted from converting any amount of the term loan that would cause Tailwind to become a control person of the corporation unless exchange and shareholder approval, if necessary, has been obtained.

Immediately after the closing of the offering, Tailwind held 862,000 common shares representing 4.45 per cent of the issued and outstanding common shares and 862,000 warrants (1,724,000 common shares representing 8.52 per cetn of the issued and outstanding common shares assuming the exercise of the warrants) and held the term loan. Assuming the conversion of the warrants and the term loan, Tailwind will hold a total of 12,057,333 common shares if conversion occurs during the first year and a total of 9,474,000 common shares if conversion occurs in either the second or third year. Such common share issuances would represent 38.35 per cent or 32.83 per cent (respectively) of the then issued and outstanding common shares. The increase in Tailwind's diluted shareholdings triggered the requirement to file the early warning report.

Tailwind intends to increase or decrease its holdings in the corporation depending on market conditions and as circumstances warrant.

A report respecting this acquisition will be filed with the applicable securities commissions using SEDAR+ and will be available for viewing on the corporation's profile on SEDAR+.

The term loan

The corporation has received conditional acceptance from the exchange with respect to its previously announced term loan, which remains subject to the final acceptance of the exchange. The term loan is a three-year facility that bears interest at a rate of 8 per cent per annum and is convertible at the option of Tailwind into common shares at a price of 7.5 cents per share until Nov. 21, 2026, and thereafter at a price of 10 cents per common share until maturity. If converted, Tailwind has agreed to a contractual hold period such that the share certificate representing the common shares issued on conversion will bear a legend restricting the trading of such shares for a period of one year from the date of their issuance. For further information with respect to the term loan, please see the corporation's news release dated Nov. 24, 2025.

About Stuve Gold Corp.

Stuve Gold is engaged in advancing mineral properties in Chile that exhibit promising potential for gold, copper, silver and cobalt as a result of 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.