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Stakeholder Gold Closes Flow-Through Financing

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Stakeholder Gold (OTCQB: SKHRF) closed a non-brokered flow-through private placement for aggregate gross proceeds of $700,400, issuing 340,000 flow-through units at $2.06 per unit. Each unit includes one flow-through common share and one-half warrant, with each whole warrant exercisable at $2.40 for two years.

Warrants may be accelerated if the 10-day average share price on the TSX Venture Exchange exceeds $3.00; 30 days after such trigger, unexercised warrants expire. Proceeds will fund qualifying Canadian exploration expenditures on the Ballarat Gold-Copper Project in the White Gold District, Yukon, with expenditures intended to be renounced effective December 31, 2026. The financing is subject to final TSX Venture Exchange approval and securities are subject to a four-month-plus-one-day hold period.

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Positive

  • $700,400 flow-through capital raised for exploration
  • 340,000 flow-through units placed at $2.06 per unit
  • Warrants add potential capital at $2.40 over two years
  • Proceeds targeted to qualifying Canadian exploration on Ballarat project
  • Flow-through structure may enhance appeal to Canadian tax-focused investors

Negative

  • Issuance of 340,000 new flow-through shares creates equity dilution
  • Additional dilution possible if attached warrants are fully exercised
  • Private placement remains subject to final TSX Venture Exchange approval

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Toronto, Ontario--(Newsfile Corp. - August 7, 2026) - Stakeholder Gold Corp. (TSXV: SRC) (OTCQB: SKHRF) (WKN: A2QEP1) ("Stakeholder" or the "Company") is pleased to announce that it has closed a non-brokered flow-through private placement for aggregate gross proceeds of $700,400.

The private placement was completed at a price of $2.06 per unit for a total of 340,000 units.

Each flow-through unit consists of one common share of the Company issued on a flow-through basis pursuant to the Income Tax Act (Canada) and one half of one common share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $2.40 per share for a period of two (2) years from the date of issuance.

Each whole Warrant has an early exercise provision that allows the Company to trigger exercise of the Warrant when the 10-day average price of Common Shares traded on the TSX Venture Exchange exceeds $3.00 per share. Thirty days (30) after the trigger date, any unexercised Warrants will be deemed to be null and void. All securities issued under this Private Placement will be subject to a 'hold' period expiring four months and one day from the date of closing. The financing was completed with investors secured by Wealth Creation Preservation & Dominion Inc. ("Wealth" or "WCPD").

Gross proceeds from the Private Placement will be used to fund Canadian exploration expenditures, including expenditures that qualify as eligible mineral exploration expenses, as defined under the Income Tax Act (Canada). The Company intends to incur qualifying expenditures on its Ballarat exploration property located in the White Gold District of the Yukon Territory, Canada and to renounce such expenditures to subscribers effective December 31, 2026.

All securities issued in connection with the Private Placement are subject to a statutory hold period in accordance with applicable securities laws. The Private Placement remains subject to final approval of the TSX Venture Exchange.

About Stakeholder Gold Corporation

Stakeholder holds 100% ownership of 1,140 contiguous mineral claims covering 22,700 hectares and spanning 20 km of the Coffee Mine Project's "Northern Access Route (NAR)", which is being developed through the geographical center of the White Gold District of the Yukon Territory, Canada. Stakeholder also maintains in good standing 10 claims located inside the adjacent Coffee Mine Project, which is being developed by Talamore Mining Corp. These combined claim holdings are referred to collectively as the Ballarat Gold-Copper Project ("Ballarat").

Within the Company's contiguous claim holdings, Stakeholder is advancing exploration on the Skye Gold Zone and the Loki Copper Zone - two compelling exploration targets separated by some 8 km, prospective for new gold and copper discoveries respectively, on either side of the Northern Access Route (NAR), in the heart of the White Gold District.

https://stakeholdergold.com/projects-overview/ballarat-gold-copper-project/

Stakeholder also generates cash flow from the production and sale of exotic stones through its 100%-owned Brazilian subsidiary Mineração VMC Ltda. ("VMC"). VMC is currently producing from 4 independent stone quarries and is pursuing opportunities to expand the sale and export of exotic stone building materials from Brazil.

https://victoriaminingcorp.ca

Christopher J. Berlet B.A.Sc.(Mining), CFA, CEO & Director of Stakeholder is responsible for the content of this press release.

For further information please contact:

Stakeholder Gold Corporation
cberlet@stakeholdergold.com
416 525 - 6869

Forward Looking Information

This news release contains forward-looking information. All information, other than information of historical fact, constitute "forward-looking statements" and includes any information that addresses activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future including the Corporation's strategy, plans or future financial or operating performance.

When used in this news release, the words "estimate", "project", "anticipate", "expect", "intend", "believe", "hope", "may" and similar expressions, as well as "will", "shall" and other indications of future tense, are intended to identify forward-looking information. The forward-looking information is based on current expectations and applies only as of the date on which they were made. The factors that could cause actual results to differ materially from those indicated in such forward-looking information include, but are not limited to, the ability of the Corporation to fund the exploration expenditures required under the Agreement. Other factors such as uncertainties regarding government regulations could also affect the results. Other risks may be set out in the Corporation's annual financial statements, MD&A and other publicly filed documents.

The Corporation cautions that there can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, investors should not place undue reliance on forward-looking information. Except as required by law, the Corporation does not assume any obligation to release publicly any revisions to forward-looking information contained in this press release to reflect events or circumstances after the date hereof.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/308497

FAQ

What financing did Stakeholder Gold (OTCQB: SKHRF) close on August 7, 2026?

Stakeholder Gold closed a non-brokered flow-through private placement raising $700,400 from 340,000 units priced at $2.06 each. According to Stakeholder Gold, each unit includes one flow-through share and one-half warrant, supporting exploration spending in Canada.

What are the terms of the SKHRF flow-through units and warrants in the August 2026 financing?

Each unit consists of one flow-through share and one-half warrant, giving a full warrant at $2.40 for two years. According to Stakeholder Gold, warrants can be accelerated if the 10-day average TSXV price exceeds $3.00 per share.

How will Stakeholder Gold use the $700,400 flow-through proceeds from the August 2026 placement?

Stakeholder Gold plans to use gross proceeds for qualifying Canadian exploration expenditures on its Ballarat property. According to Stakeholder Gold, these expenses are intended to qualify as eligible mineral exploration costs and be renounced to subscribers effective December 31, 2026.

Which project benefits from Stakeholder Gold’s August 2026 flow-through financing?

The funds are earmarked for the Ballarat Gold-Copper Project in Yukon’s White Gold District. According to Stakeholder Gold, the company holds 100% of 1,140 contiguous claims along the Coffee Mine Project’s Northern Access Route within this district.

Are the new SKHRF securities from the August 2026 financing freely tradable immediately?

No, all securities issued under the private placement are subject to a statutory hold period of four months and one day. According to Stakeholder Gold, the placement also remains subject to final TSX Venture Exchange approval.

What is the warrant acceleration clause in Stakeholder Gold’s August 2026 financing?

Each whole warrant may be forced to early exercise if the 10-day average TSXV share price exceeds $3.00. According to Stakeholder Gold, unexercised warrants become null and void 30 days after such a trigger date.

Does Stakeholder Gold have other cash flow sources besides exploration after the August 2026 raise?

Yes, Stakeholder Gold reports cash flow from exotic stone production through its 100%-owned Brazilian subsidiary VMC. According to Stakeholder Gold, VMC operates four stone quarries and pursues expanded sales and export of building materials from Brazil.