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

Rhea-AI Summary

Sterling Metals (TSXV:SAG / OTCQB:SAGGF) announced an upsize to its non‑brokered private placement on November 10, 2025, increasing the offering to up to 5,244,452 Units at $1.50 and up to 2,666,662 Charity FT Units at $2.30 for aggregate gross proceeds of up to $14,000,000.60.

Each Unit includes one common share and one‑half warrant; each Charity FT Unit includes one flow‑through share and one warrant. Warrants exercise price: $3.00 for two years. The company may pay up to 6% cash commission. Proceeds: Units for general working capital; Charity FT Units for eligible Canadian exploration expenses. Closing subject to regulatory approvals and TSX Venture Exchange acceptance.

Positive

• Up to $14.0M gross proceeds available
• Issuance of up to 7,911,114 units (total Units plus Charity FT Units)
• Charity FT proceeds earmarked for flow‑through critical mineral exploration expenses

Negative

• Possible shareholder dilution from issuing up to 7.9M new units
• Warrants exercisable at $3.00 for two years could further dilute shares
• Offering may incur a 6% cash commission reducing net proceeds

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

TORONTO, ON / ACCESS Newswire / November 10, 2025 / Sterling Metals Corp. (TSXV:SAG)(OTCQB:SAGGF) ("Sterling" or the "Company") is pleased to announce that, further to its press release of November 5, 2025, the Company has increased the size of its non-brokered private placement to up to 5,244,452 units (each, a "Unit") at a price of $1.50 per Unit and up to and up to 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 up to $14,000,000.60 (the "Offering").

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 Warrant, having the same terms as the Warrants comprising the Units.

The Company may pay certain eligible persons a cash commission equal to 6% of the gross proceeds 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 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.

It is anticipated that certain insiders of the Company will participate in the Offering.

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

What is Sterling Metals (SAGGF) offering size announced on November 10, 2025?

The company increased the private placement to up to 5,244,452 Units and 2,666,662 Charity FT Units for up to $14,000,000.60 gross.

What does each Unit and Charity FT Unit include in the Sterling Metals (SAGGF) offering?

Each Unit: one common share plus one‑half warrant; each Charity FT Unit: one flow‑through share plus one warrant.

What are the warrant terms in the Sterling Metals (SAGGF) private placement?

Each warrant allows purchase of one common share at $3.00 per share for a two‑year period from closing.

How will Sterling Metals (SAGGF) use the proceeds from the Units and Charity FT Units?

Net proceeds from Units: general working capital. Gross proceeds from Charity FT Units: eligible Canadian exploration expenses qualifying as flow‑through critical mineral mining expenditures.

Will the Sterling Metals (SAGGF) offering affect insiders and commissions?

Certain insiders are anticipated to participate and the company may pay eligible persons up to a 6% cash commission on gross proceeds.

When can investors resell securities issued in the Sterling Metals (SAGGF) placement?

All securities issued will be subject to a four months plus one day hold period and applicable resale rules.