STLLR Gold closes $36.6-million financing

Mr. Keyvan Salehi reports STLLR GOLD ANNOUNCES CLOSING OF C$36.6 MILLION PRIVATE PLACEMENT FINANCING STLLR Gold Inc. has closed its previously announced private placement financing for aggregate gross proceeds of $36,613,902, comprising the following components: A bought deal private placement led by Paradigm Capital Inc. and SCP Resource Finance LP, comprising: 2,790,200 common shares in the capital of the company that qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) sold on a charitable flow-through (FT) basis at a price of $1.792 per premium FT share for gross proceeds of $5,000,038.40; 3,246,800 common shares that qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) sold on a flow-through basis at a price of $1.54 per FT share for gross proceeds of $5,000,072; 5,166,026 common shares, which included a partial exercise of the underwriters' option (which, for greater certainty, do not qualify as flow-through shares) at a price of $1.28 per hard-dollar share for gross proceeds of $6,612,513.28, and together with the gross proceeds from the premium FT Shares and FT shares, representing aggregate gross proceeds of $16,612,623.68; A brokered private placement on a commercially reasonable best efforts agency basis led by Paradigm of 11,719,000 common shares (which, for greater certainty, do not qualify as flow-through shares) at a price of $1.28 per best efforts share for gross proceeds of $15,000,320; A non-brokered private placement to Agnico Eagle Mines Ltd. of 3,907,000 common shares (which, for greater certainty, do not qualify as flow-through shares) at a price of $1.28 per concurrent share for gross proceeds of $5,000,960. As a result of the offering: Eric Sprott, through 2176423 Ontario Ltd., a corporation beneficially owned by Mr. Sprott, increased his ownership interest in the company to approximately 15 per cent on a non-diluted basis through his participation in the best efforts private placement. Agnico Eagle increased its ownership interest in the company to approximately 11 per cent. Certain officers and directors of the company purchased 434,100 hard-dollar shares and 19,500 FT shares under the offering. Keyvan Salehi, PEng, MBA, president and chief executive officer of STLLR, commented: "This financing strengthens our ability to advance the Tower gold and Hollinger tailings projects in the Timmins mining camp. We greatly appreciate the continued support from our investors, especially our largest shareholders, Eric Sprott and Agnico Eagle." The common shares issued under the offering were sold to eligible purchasers pursuant to applicable exemptions from the prospectus requirements in each of the provinces of Canada under National Instrument 45-106, Prospectus Exemptions, and in other agreed to selling jurisdictions. The common shares issued under the offering are subject to a restricted hold period expiring Feb. 16, 2026. The offering remains subject to the final approval of the Toronto Stock Exchange. Certain insiders of the company participated in the offering. By virtue of their participation, the offering constitutes a related party transaction for the purposes of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. Participation by the insiders of the company in the offering will not be subject to the minority approval and formal valuation requirements under MI 61-101 as neither the fair market value of the subject matter, nor the fair market value of the consideration for the common shares, insofar as it involves the insiders, exceeded 25 per cent of STLLR's market capitalization. An amount equal to the gross proceeds from the issuance of the premium FT shares and FT shares will be used to incur Canadian exploration expenses as defined in the Income Tax Act (Canada) that will qualify as flow-through mining expenditures, as defined in Subsection 127(9) of the Income Tax Act (Canada). The qualifying expenditures will be incurred on or before Dec. 31, 2026, and an amount of such qualifying expenditures equal to the gross proceeds from the issuance of the FT shares and premium FT shares will be renounced by the company to the subscribers of the FT shares and premium FT shares with an effective date no later than Dec. 31, 2025. The net proceeds from the sale of the hard dollar shares, best efforts shares and concurrent shares will be used for non-flow-through eligible operating expenses and for general corporate and working capital purposes, and the gross proceeds from the sale of the FT shares and premium FT shares will be used for exploration expenditures on the company's exploration properties. Paradigm and SCP were paid a cash commission in connection with the bought private placement and the best efforts private placement. No commission was paid in connection with the non-brokered private placement. About STLLR Gold Inc. STLLR Gold is a Canadian gold development company actively advancing high-potential gold projects in Canada: the Tower gold project and the Hollinger tailings project in the Timmins mining camp in Ontario; and the Colomac gold project, located north of Yellowknife, NWT. Tower and Colomac have the potential to become large-scale, long-life operations and are surrounded by exploration land with favourable upside potential. STLLR's experienced management team, with a record of successfully advancing projects and operating mines, is working toward rapidly advancing these projects. We seek Safe Harbor.