Stakeholder Provides Terms for Private Placement

Rhea-AI Summary

Stakeholder Gold (SKHRF) announced a non-brokered private placement offering Units at $0.80 per Unit. Each Unit includes one common share at $0.80 and one-half warrant; each whole warrant allows purchase of one common share at $1.20 for two years from closing. Warrants include an early exercise trigger if the 10-day average share price exceeds $1.50, after which unexercised warrants become void 30 days post-trigger. Securities are subject to a four-month-plus-one-day hold period. Proceeds will fund exploration at the Ballarat Project in Yukon and development of the company's quartzite business in Minas Gerais, Brazil.

Positive

• Non-brokered private placement reduces underwriting fees
• Units priced at $0.80 per Unit
• Warrants exercisable at $1.20 for two years
• Proceeds allocated to Ballarat exploration and quartzite business

Negative

• Potential dilution from issued Units and outstanding warrants
• Early-exercise trigger at $1.50 can accelerate warrant expiry
• Issued securities subject to a four-month-plus-one-day hold period

Toronto, Ontario--(Newsfile Corp. - October 10, 2025) - Stakeholder Gold Corp. (TSXV: SRC) ("Stakeholder" or the "Company") is pleased to announce a non-brokered private placement financing ("Private Placement") at $0.80 per Unit. Each Unit consists of one common share ("Common Share") priced at $0.80 per Common Share, and one half of one common share purchase warrant ("Warrant"). Each whole Warrant entitles the holder to purchase one additional Common Share at $1.20 for a period of two years from the closing of the Private Placement.

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.

Proceeds will be used for exploration on the Company's Ballarat Exploration Project in the White Gold District located in the Yukon Territory, Canada and for developing the Company's exotic stone quartzite business in Minas Gerais, Brazil.

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/269992

FAQ

What is the price per Unit in Stakeholder Gold's private placement (SKHRF)?

Units are priced at $0.80 per Unit.

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

Each whole warrant allows purchase at $1.20 for two years, with an early-exercise trigger at a $1.50 10-day average.

How will Stakeholder Gold (SKHRF) use proceeds from the private placement?

Proceeds will fund exploration at the Ballarat Project, Yukon and develop the quartzite business in Minas Gerais, Brazil.

When do securities issued in the SKHRF private placement become tradable?

All securities are subject to a hold period expiring four months and one day from closing.

Does the private placement involve a broker for SKHRF?

No, the offering is described as a non-brokered private placement.