Sterling Metals Announces Private Placement of Units and Flow-Through Shares

Rhea-AI Summary

Sterling Metals (OTCQB:SAGGF) has announced a non-brokered private placement offering to raise up to $1,000,000 through the issuance of flow-through shares and units. The company is offering Units at $0.35 per unit and Flow-Through Shares at $0.42 per share.

Each Unit includes one common share and a half warrant, with each full warrant allowing the purchase of one common share at $0.50 for two years. The company may pay eligible finders a 6% cash commission and 6% broker warrants. Proceeds from Units will support working capital, while Flow-Through Share proceeds will fund Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures.

Positive

• Raising up to $1,000,000 to strengthen working capital and fund exploration
• Flow-through structure provides tax benefits for Canadian investors
• Warrant inclusion offers potential additional future capital at $0.50 per share

Negative

• Potential dilution for existing shareholders
• 6% finder's fees and warrants increase the effective cost of capital
• Four-month hold period limits immediate liquidity for new shares

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, ON / ACCESS Newswire / July 10, 2025 / Sterling Metals Corp. (TSXV:SAG)(OTCQB:SAGGF) ("Sterling" or the "Company") is pleased to announce a non-brokered private placement through the issuance of common shares in the capital of the Company issued on a flow-through basis (each, a "FT Share"), and units (each, a "Unit") of the Company issued on a hard-dollar basis, for aggregate gross proceeds of up to $1,000,000 (the "Offering"). The Units will be issued at a price of $0.35 per Unit and the FT Shares will be issued at a price of $0.42 per FT Share.

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 $0.50 per Common Share for a period of two (2) years from the closing of the Offering.

The Company may pay certain eligible persons (the "Finders") a cash commission equal to 6% of the gross proceeds of the Offering and broker warrants (each, a "Broker Warrant") equal to 6% of the number of securities issued pursuant to the Offering. Each Broker Warrant shall entitle the holder thereof to acquire one common share at a price of $0.50 per common share for a period of two (2) years from the closing of the Offering.

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 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. The net proceeds from the sale of the Units will be used for general working capital purposes and the gross proceeds of the Offering received from the sale of the FT Shares will be used to incur "Canadian exploration expenses" that will qualify as "flow-through critical mineral mining expenditures" as such terms are defined in the Income Tax Act (Canada).

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 (TSXV:SAG) and (OTCQB:SAGGF) is a mineral exploration company focused on large scale and high-grade Canadian exploration opportunities. The Company is advancing the 25,000-hectare Copper Road 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.

For more information, please contact:

Sterling Metals Corp.
Mathew Wilson, President & CEO
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

What is the size and structure of Sterling Metals (SAGGF) private placement offering?

Sterling Metals is raising up to $1,000,000 through Units priced at $0.35 and Flow-Through Shares at $0.42, with Units including half-warrants exercisable at $0.50 for two years.

How will Sterling Metals use the proceeds from the private placement?

Proceeds from Units will be used for general working capital, while Flow-Through Share proceeds will fund Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures.

What are the terms of the warrants in Sterling Metals' offering?

Each whole warrant allows the purchase of one common share at $0.50 for a period of two years from the closing of the offering.

What fees is Sterling Metals paying for the private placement?

Sterling may pay eligible finders a 6% cash commission and 6% broker warrants, with broker warrants exercisable at $0.50 for two years.

How long is the hold period for securities issued in the Sterling Metals offering?

All securities issued will have a four-month plus one day hold period from the date of issuance.