Stakeholder Gold Closes Two Tranches of Flow-Through Financing

Rhea-AI Summary

Stakeholder Gold (OTCQB: SKHRF) closed two tranches of a non‑brokered flow‑through private placement for aggregate gross proceeds of $2,290,000 (1,000,000 units at $1.10 and 1,000,000 units at $1.19).

Each unit includes one flow‑through common share and one half warrant (one warrant per two units) exercisable at $1.20 for two years, with an early‑call if the 10‑day VWAP exceeds $1.50. Funds will finance 2026 exploration on the Ballarat Gold‑Copper Project; securities carry a four‑month hold and TSXV final approval is pending.

Positive

• Raised $2.29M in flow‑through financing
• Fully funded for 2026 Ballarat exploration
• Warrants provide potential near‑term share conversion if price exceeds $1.50

Negative

• Dilution risk from issued shares and outstanding warrants
• Four‑month hold delays secondary trading of new securities
• Financing subject to TSXV final approval, creating conditionality

Toronto, Ontario--(Newsfile Corp. - March 19, 2026) - Stakeholder Gold Corp. (TSXV: SRC) (OTCQB: SKHRF) (WKN: A2QEP1) ("Stakeholder" or the "Company") is pleased to announce that it has closed two tranches of a non-brokered flow-through private placement for aggregate gross proceeds of $2,290,000.

The first tranche was completed at a price of $1.10 per unit for a total of 1,000,000 units, and the second tranche was completed at a price of $1.19 per unit for a total of 1,000,000 Units (collectively, the "Private Placement").

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 $1.20 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 $1.50 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.

"Stakeholder is now fully funded for 2026 exploration on Ballarat," stated Christopher Berlet, CEO of Stakeholder.

"Our objective is to be drilling the Skye and East (gold) and Loki (copper) zone targets as soon as possible after the Spring snow melt. Shareholders can expect news describing exploration target highlights before drilling begins. After significant preparation, we are set to launch an exciting exploration season on the company's Ballarat Gold-Copper Project located in the geographical center of the White Gold District of the Yukon Territory, Canada."

The gross proceeds from the Private Placement will be used to fund eligible Canadian exploration expenditures, including expenditures that qualify as Critical Mineral and non-Critical Mineral exploration expenses, as defined under the Income Tax Act (Canada). The Company intends to incur qualifying expenditures on its exploration properties in 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 930 contiguous mineral claims covering 18,520 hectares and spanning 20 km of the proposed route for the Northern Gateway Road 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 Fuerte Metals 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 initiatives on the Skye Gold Zone and the Loki Copper Zone exploration targets which are separated by some 8 km, and which hold prospectivity for new gold and copper discoveries respectively, on either side of the proposed route for the Northern Gateway Road, 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 seeking 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/289197

FAQ

How much did Stakeholder Gold (SKHRF) raise in the March 19, 2026 flow‑through financing?

Stakeholder Gold raised $2,290,000 in aggregate gross proceeds from two tranches of flow‑through units. According to the company, proceeds come from 1,000,000 units at $1.10 and 1,000,000 units at $1.19.

What do investors receive per unit in the Stakeholder Gold (SKHRF) private placement?

Each flow‑through unit includes one common share and one half of a common share purchase warrant. According to the company, two halves equal one warrant exercisable at $1.20 for two years.

How will the $2.29M financing be used by Stakeholder Gold (SKHRF)?

Proceeds will fund eligible Canadian exploration expenditures on the Ballarat project during 2026. According to the company, expenditures will be renounced to subscribers effective December 31, 2026.

What are the warrant terms issued in Stakeholder Gold's (SKHRF) financing?

Each whole warrant is exercisable at $1.20 for two years with an early‑exercise trigger. According to the company, an early call can be made if the 10‑day average share price exceeds $1.50.

When can shareholders trade the new Stakeholder Gold (SKHRF) securities from the private placement?

Securities are subject to a statutory hold expiring four months and one day from closing. According to the company, this hold prevents resale until the hold period ends.

Is the Stakeholder Gold (SKHRF) financing final and unconditional?

The private placement remains subject to final approval by the TSX Venture Exchange. According to the company, closing occurred but TSXV final approval is still required.