Sterling Metals Announces Closing of Private Placement to Accelerate Advancement of the Soo Copper Project

Sterling Metals (OTCQB:SAGGF, TSXV:SAG) closed a non‑brokered private placement on November 26, 2025 to raise $14,000,098.10 through 5,244,517 units at $1.50 and 2,666,662 charity flow‑through units at $2.30.

Rhea-AI Summary

Sterling Metals (OTCQB:SAGGF, TSXV:SAG) closed a non‑brokered private placement on November 26, 2025 to raise $14,000,098.10 through 5,244,517 units at $1.50 and 2,666,662 charity flow‑through units at $2.30.

Each Unit includes one common share and one‑half warrant (one warrant @ $3.00, two‑year term). Charity FT proceeds of $6.2 million represent the minimum expected 2026 qualifying exploration spend, primarily for drilling. The company says it has approximately $15 million in treasury and plans a winter drilling program after assays from ~13,000 metres completed in 2025 are received. Insiders subscribed 186,667 Units; a cash commission of $58,199.88 was paid. Securities are subject to a four‑month plus one‑day hold.

Positive

• Gross proceeds of $14.0M from the Offering
• Charity flow‑through funds of $6.2M earmarked for 2026 drilling
• Approximate $15M treasury position to advance Soo Copper Project

Negative

• Issued 5,244,517 units plus warrants, causing shareholder dilution
• Related party participation of 186,667 Units (TSXV disclosure requirement)

Argus Nov 26 session

-3.55% close to close Open Argus

Details

News Market Reaction – SAGGF

On Nov 26, the day this news came out, SAGGF closed 3.55% below the previous close.

Data tracked by StockTitan Argus for the Nov 26 session.

Key Figures

Units issued: 5,244,517 Units Charity FT Units: 2,666,662 Charity FT Units Unit price: $1.50 per Unit +5 more

Units issued

5,244,517 Units

Non-brokered private placement closing

Charity FT Units

2,666,662 Charity FT Units

Non-brokered private placement closing

Unit price

$1.50 per Unit

Private placement terms

Charity FT price

$2.30 per Charity FT Unit

Private placement terms

Gross proceeds

$14,000,098.10

Aggregate gross proceeds of the Offering

Charity FT proceeds

$6.2 million

Minimum anticipated Soo Copper spend next year

Treasury balance

Approximately $15 million

Stated cash position after financing

Commission paid

$58,199.88

Cash commission to eligible persons

Historical Context

5 past events · Latest: Nov 26

5 events

1. Nov 26

   Private placement closing

   24h Move

   -3.5%

   Closed $14.0M non-brokered placement to fund Soo Copper advancement.

2. Nov 10

   Financing upsize

   24h Move

   +5.8%

   Upsized private placement to potential $14.0M with units and Charity FT units.

3. Oct 08

   Field program results

   24h Move

   +13.7%

   Reported widespread bornite/chalcopyrite and expanded drilling at Soo Copper.

4. Sep 29

   Discovery announcement

   24h Move

   +207.4%

   Announced high-grade discovery with long CuEq intercepts at Soo Copper.

5. Sep 19

   Exploration agreement

   24h Move

   +5.2%

   Signed exploration agreement with Garden River First Nation for Soo project.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, warrant, flow-through, flow-through share, +4 more

8 terms

private placement financial

"the Company has closed its non-brokered private placement through the issuance"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrant financial

"one-half of one Common Share purchase warrant (each whole warrant, a "Warrant")"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

flow-through financial

"2,666,662 charity flow-through units (each, a "Charity FT Unit")"

Flow-through describes a financing arrangement, most commonly in natural resource sectors, where a company passes certain tax deductions for exploration or development costs to investors so those investors can claim the tax benefit on their personal returns. For investors it can boost after-tax returns and make a riskier investment more attractive, while for companies it lowers the effective cost of raising capital; think of it as passing a tax-saving coupon from the company to the investor.

flow-through share financial

"one Common Share issued on a flow-through basis (each, a "Charity FT Share")"

Flow-through shares are a type of equity where a company transfers the tax deductions from certain qualifying expenses (often exploration or development costs) directly to the investor, who can then claim those deductions on their own tax return. For investors this can reduce taxable income and boost after-tax returns—think of buying stock that also comes with a coupon for future tax savings—so these shares can make financing cheaper for companies and more attractive to tax-aware buyers.

related party transaction regulatory

"The Offering constituted a related party transaction within the meaning of TSX"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

hold period regulatory

"subject to a hold period of four months plus a day from the date of issuance"

A hold period is a specific span of time during which an investor is required or expected to keep a security or asset and cannot freely sell it or realize its value. It matters because it limits liquidity and can affect tax treatment, risk exposure and timing of gains or losses—like a cooling-off or fixed-term commitment that prevents you from quickly cashing out even if market conditions change.

Canadian exploration expenses financial

"used by the Company to incur eligible "Canadian exploration expenses""

Canadian exploration expenses are costs incurred to look for and evaluate mineral resources in Canada that Canadian tax rules allow to be claimed as deductible exploration spending. Investors care because these expenses can be flowed through as tax benefits or deductions, lowering taxable income for eligible shareholders and effectively acting like a tax rebate that can improve after‑tax returns and reduce a mining company's net capital needs — similar to getting a future tax coupon for money spent today.

flow-through critical mineral mining expenditures financial

"qualify as "flow-through critical mineral mining expenditures" as such terms"

Expenses incurred to explore or develop deposits of minerals considered critical (those key to technology, energy or national supply chains) that a miner legally designates to be claimed by investors instead of the company. Investors who receive these tax-eligible expenses can use them to lower their taxable income, while the company raises capital without carrying the tax burden — like handing an investor a receipt for a tax write-off in exchange for funding. This matters to investors because it changes the after-tax return on their investment and helps mining companies finance risky exploration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, ON / ACCESS Newswire / November 26, 2025 / Sterling Metals Corp. (TSXV:SAG)(OTCQB:SAGGF) ("Sterling" or the "Company") is pleased to announce that, further to its press releases of November 5, 2025 and November 10, 2025, the Company has closed its non-brokered private placement through the issuance of 5,244,517 units (each, a "Unit") at a price of $1.50 per Unit and 2,666,662 charity flow-through units (each, a "Charity FT Unit") at a price $2.30 per Charity FT Unit for aggregate gross proceeds of $14,000,098.10 (the "Offering").

Mathew Wilson, CEO and Director of Sterling, commented, "On behalf of Sterling, I would like to thank all participants for their support in this financing. The quality of new shareholders who have joined our register is a testament to both the quality of the project and the team charged with advancing it. With approximately $15 million in the treasury, we are in a strong position to rapidly advance the Soo Copper Project. The $6.2 million raised through charity flow-through represents the minimum we anticipate spending on the project next year, the majority of which will be directed toward drilling.

We continue to benefit from first-in-class cost advantages due to exceptional access and infrastructure which has allowed us to rapidly advance this project. This year's summer-fall program, which was significantly expanded following the discovery, included 29 holes totaling approximately 11,000 metres which brings our total drilling for the year to over 13,000 metres. All holes are currently in the lab or being prepped, and we expect to begin receiving and releasing assays in the coming weeks. We anticipate a short break in drilling until early February while we incorporate this incoming data and develop a winter program. We are eager to see the results of this program and begin piecing together what we believe is one of the most significant new copper discoveries in Canada."

Each Unit shall be comprised of one common share (each, a "Common Share") in the capital of the Company and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant") of the Company. Each Warrant shall entitle the holder thereof to acquire one Common Share at a price of $3.00 per Common Share for a period of two (2) years from the closing of the Offering. Each Charity FT Unit shall be comprised of one Common Share issued on a flow-through basis (each, a "Charity FT Share") and one-half of one Warrant, having the same terms as the Warrants comprising the Units.

In connection with the closing of the Offering, the Company paid certain eligible persons a cash commission in the amount of $58,199.88.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company subscribed for an aggregate of 186,667 Units pursuant to the Offering. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the of the Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.

All securities issued pursuant to the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The net proceeds from the sale of the Units will be used for general working capital purposes. The gross proceeds from the sale of the Charity FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada). The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

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 Sterling Metals

Sterling Metals is a mineral exploration company focused on large scale and high-grade Canadian exploration opportunities. The Company is advancing the 25,000-hectare Soo Copper Project in Ontario which has past production, and multiple breccia and porphyry targets strategically located near robust infrastructure and the 29,000-hectare Adeline Project in Labrador which covers an entire sediment-hosted copper belt with significant silver credits. Both opportunities have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral rich Canada.

Sterling Metals acknowledges that its exploration activities within the Soo Copper project are conducted on the traditional lands of the Batchewana, Garden River, and Michipicoten First Nations of the North Shore of Lake Superior. We recognize and respect the longstanding and diverse relationships Indigenous Peoples have with the land and are committed to engaging in a manner that is respectful, transparent, and inclusive.

For more information, please contact:

Sterling Metals Corp.
Mathew Wilson, CEO and Director
Tel: (416) 643-3887
Email: info@sterlingmetals.ca
Website: www.sterlingmetals.ca

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 certain "forward-looking information" within the meaning of applicable securities laws. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

SOURCE: Sterling Metals Corp.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Sterling Metals (SAGGF) raise in the November 26, 2025 private placement?

Sterling raised aggregate gross proceeds of $14,000,098.10 from the Offering.

What are the unit and warrant terms in Sterling Metals' (SAGGF) offering?

Each Unit contains one common share and one‑half warrant; each full warrant exercisable at $3.00 for two years.

How much of the Offering for SAGGF is flow‑through and what is it for?

2,666,662 Charity FT Units raised $6.2M, to be spent on eligible exploration (primarily drilling) in 2026.

What is Sterling Metals' (SAGGF) cash position after the financing?

Management states the company has approximately $15 million in the treasury following the closing.

Are there resale restrictions on the securities issued to SAGGF investors?

Yes — all securities are subject to a hold period of four months plus one day from issuance.

Did insiders participate in Sterling Metals' (SAGGF) private placement?

Yes — insiders subscribed for an aggregate of 186,667 Units, making the transaction a related party matter.