STLLR Gold arranges $30-million financing

An anonymous director reports STLLR GOLD ANNOUNCES C$30 MILLION FINANCING INCLUDING $10 MILLION BOUGHT DEAL AND CONCURRENT PRIVATE PLACEMENT WITH ERIC SPROTT STLLR Gold Inc. has arranged a financing composed of the following components: STLLR has entered into an agreement with Paradigm Capital Inc. and SCP Resource Finance LP as joint bookrunners and co-lead underwriters, pursuant to which the underwriters have agreed to purchase, on a bought deal private placement basis: (i) 2,790,200 common shares in the capital of the company that will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)) sold on a charitable flow-through basis at a price of $1.792 per premium FT share for gross proceeds of $5,000,038.40; and (ii) 3,246,800 common shares that will 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 and aggregate gross proceeds of approximately $10,000,110.40. STLLR has entered into an agreement with Paradigm pursuant to which it intends to complete a brokered private placement on a commercially reasonable best effort agency basis of up to 11,719,000 common shares (which for greater certainty will not qualify as flow-through shares) at a price of $1.28 per best effort share, including participation from Eric Sprott for gross proceeds of up to $15,000,320. In addition, Agnico Eagle Mines Ltd. has indicated to the company that it intends to participate in a non-brokered private placement of 3,907,000 common shares (which for greater certainty will not qualify as flow-through shares) at a price per concurrent share equal to the best effort issue price for aggregate gross proceeds of $5,000,960. The non-brokered private placement would result in Agnico increasing its pro rata ownership interest in the company to approximately 11 per cent after giving effect to the offering (not including exercise of the overallotment option (as defined below)). The bought shares and the best effort shares will be offered for sale 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 issuable under the offering will be subject to a restricted hold period of four months and one day following the closing of the offering. The underwriters (and Paradigm, in respect of the best effort private placement) will be paid by the company on closing of the offering a cash commission equal to 6 per cent of the gross proceeds of the bought private placement and best effort private placement. No commission or other fee is payable in connection with the sale of concurrent shares pursuant to the non-brokered private placement. In addition, the company has granted the underwriters an overallotment option, exercisable in whole or in part at any time and from time to time, up to and including the date which is two business days prior to the closing of the bought private placement, in the sole discretion of the underwriters, to purchase from the treasury of the company up to an additional number of bought shares as is equal to 15 per cent of the number of the bought shares to be issued pursuant to the bought private placement, on the same terms as set forth above, to cover overallotments, if any, and for market stabilization purposes. An amount equal to the gross proceeds from the issuance of the bought 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 bought shares will be renounced by the company to the subscribers of the bought shares with an effective date no later than Dec. 31, 2025. The net proceeds from the sale of the best effort 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 bought shares will be used for exploration expenditures on the company's exploration properties. The offering is expected to close on or about Oct. 15, 2025, or such other date as agreed between the company and the co-lead underwriters, and is subject to certain conditions, including, but not limited to, the receipt of all necessary corporate and regulatory approvals, including the approval of the Toronto Stock Exchange and the applicable securities regulatory authorities. No securities regulatory authority has either approved or disapproved of the contents of this news release. It is anticipated that insiders of the company may participate in the offering. By virtue of their participation, the offering would constitute related-party transactions for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company expects to release a material change report, including details with respect to the related-party transactions, fewer than 21 days prior to the closing of the offering, which the company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner. It is anticipated that the 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. About STLLR Gold Inc. STLLR Gold is a Canadian gold development company actively advancing high-potential gold projects in Canada: the Tower gold project, 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 advancing projects and operating mines, is working toward rapidly advancing these projects. We seek Safe Harbor.