NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Stallion Uranium Corp. (the ‘ Company ‘ or ‘ Stallion ‘) ( TSX-V: STUD ; OTCQB: STLNF ; FSE: FE0 ) is pleased to announce that it has closed a first tranche of its previously announced non-brokered private placement of units and flow-through units (the ‘ Offering ‘). This closing consisted of 21,239,800 units of the Company (each a ‘ NFT Unit ‘) at a price of $0.20 per NFT Unit for aggregate gross proceeds of $4,247,960 and 1,315,000 flow-through units (each a ‘ FT Unit ‘) at a price of $0.20 per FT Unit for aggregate gross proceeds of $263,000.
Each FT Unit consists of one flow-through common share of the Company as defined in the Income Tax Act (Canada) (a ‘ FT Share ‘) and one FT Share purchase warrant (each a ‘ FT Warrant ‘). Each FT Warrant entities the holder to purchase one additional FT Share in the capital of the Company (a ‘ FT Warrant Share ‘) at a price of $0.26 per FT Warrant Share for a period of 60 months from the closing of the date of issuance.
Each NFT Unit consists of one non-flow-through common share in the capital of the Company (a ‘ NFT Share ‘) and one share purchase warrant (a ‘ NFT Warrant ‘). Each NFT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company (a ‘ NFT Warrant Share ‘) at a price of $0.26 per NFT Warrant Share for a period of 60 months from the date of issuance.
The NFT Units and FT Units issued pursuant to the first tranche of the Offering are subject to a four-month hold period under applicable Canadian securities laws that expires on December 21, 2025.
In connection with the closing of the first tranche of the Offering, the Company issued an aggregate of 668,003 NFT Shares and 668,003 non-transferable NFT Share purchase warrants (the ‘ Finder’s Warrants ‘) to eligible arms’ length finders, DJ Sheehan Consulting Limited and Edward Marlow. Each Finder’s Warrant is exercisable into one NFT Share (a ‘ Finder’s Warrant Share ‘) at a price of $0.26 per Finder’s Warrant Share for a period of 60 months from the date of issuance. In connection with the first tranche of the Offering, the Company has paid cash finder’s fees totaling an aggregate of $173,976.67 to Accilent Capital Management Inc. and DJ Sheehan Consulting Limited.
Upsizing of the Offering:
Due to market demand, the Company has increased the size of the Offering from up to $12,000,000 to up to $15,000,000. The Company anticipates completing a second closing of the Offering on or before August 30, 2025.
The upsized Offering will consist of up to a combined aggregate of 75,000,000 FT Units and NFT Units for aggregate gross proceeds of up to $15,000,000. The Company anticipates that, upon completion of all tranches of the Offering, a new Control Person (as defined below), Mr. Matthew Mason (‘ Mr. Mason ‘), will be created though Mr. Mason’s anticipated purchase of 15,000,000 FT Units. Mr. Mason’s subscription is subject to obtaining requisite approval from the disinterested shareholders of the Company (as further described below) and the TSX Venture Exchange (the ‘ TSXV ‘).
The gross proceeds raised from the issuance of the FT Units will be used by the Company to incur exploration expenditures on the Company’s resource claims in the province of Saskatchewan and will constitute ‘Canadian exploration expenses’ as defined in the Income Tax Act (Canada). The net proceeds raised from the issuance of the NFT Units will be used by the Company for exploration and development activities of its Athabasca Basin properties and for working capital and general corporate purposes.
Closing of the Offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSXV. Policy 4.1 of the TSXV Corporate Finance Manual requires disinterested shareholder approval where a transaction creates a shareholder that holds or controls 20% or more of an issuer’s shares (a ‘ Control Person ‘). The Company anticipates that Mr. Mason’s purchase of FT Units under the Offering will create a new Control Person pursuant to Policy 4.1. To fulfil the requirements of Policy 4.1, the Company intends to seek approval of disinterested shareholders holding or controlling more than 50% of its common shares of the Company to approve the creation of the new Control Person by written consent resolution. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
Finder’s fees may be payable in connection with the completion of further tranches of the Offering in accordance with TSXV policies. In connection with the Offering, the Company has entered into an Advisory Agreement with Canaccord Genuity Corp. (the ‘ Advisor ‘), pursuant to which the Advisor shall provide financial advisory, consulting, and support services in connection with the Offering (the ‘ Advisory Services ‘). In consideration for the Advisory Services, subject to the approval of the TSXV, the Company will pay the Advisor a work fee equal to $150,000 (the ‘ Fee ‘). The Fee shall be payable in units at the terms matching those of the NFT Units in the Offering. The Fee Units and the underlying securities issued to the Advisor will be subject to a four month and one day hold period in accordance with Canadian securities laws.
Insiders of the Company will participate in the Offering. Any such participation will be considered a ‘related party transaction’ as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘ MI 61-101 ‘). The Offering is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to such insiders nor the consideration that will be paid by such persons will exceed 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘U.S. Securities Act’) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Stallion Uranium Corp.:
Stallion Uranium is working to ‘Fuel the Future with Uranium’ through the exploration of roughly 1,700 sq/km in the Athabasca Basin, home to the largest high-grade uranium deposits in the world. The company, with JV partner Atha Energy holds the largest contiguous project in the Western Athabasca Basin adjacent to multiple high-grade discovery zones.
Our leadership and advisory teams are comprised of uranium and precious metals exploration experts with the capital markets experience and the technical talent for acquiring and exploring early-stage properties. For more information visit stallionuranium.com .
On Behalf of the Board of Stallion Uranium Corp.:
Matthew Schwab
CEO and Director
Corporate Office:
700 – 838 West Hastings Street,
Vancouver, British Columbia,
V6C 0A6
T: 604-551-2360
info@stallionuranium.com
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.
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, ‘forward-looking statements’) that relate to the Company’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as ‘will likely result’, ‘are expected to’, ‘expects’, ‘will continue’, ‘is anticipated’, ‘anticipates’, ‘believes’, ‘estimated’, ‘intends’, ‘plans’, ‘forecast’, ‘projection’, ‘strategy’, ‘objective’ and ‘outlook’) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this material change report should not be unduly relied upon. These statements speak only as of the date they are made.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement .
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