STLLR Gold increases financing to $15.76-million

An anonymous director reports STLLR GOLD ANNOUNCES UPSIZE OF BOUGHT DEAL PRIVATE PLACEMENT STLLR Gold Inc., as a result of strong investor demand, has amended its agreement with Paradigm Capital Inc. and SCP Resource Finance LP, to increase the size of its previously announced bought deal private placement to raise gross proceeds of $15,760,110.40. Pursuant to the upsized offering, the co-lead underwriters, as joint bookrunners and co-lead underwriters, on their own behalf and on behalf of a syndicate of underwriters to be formed, have agreed to purchase for resale: 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; 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 (FT) basis at a price of $1.54 per FT share for gross proceeds of $5,000,072; 4.5 million common shares (which for greater certainty will not qualify as flow-through shares) at a price of $1.28 per hard-dollar share for gross proceeds of $5.76-million and aggregate gross proceeds under the offering of $15,760,110.40. The terms and sizing of the previously announced concurrent best efforts private placement and non-brokered private placement remain unchanged. For further information on the concurrent best efforts private placement and non-brokered private placement, please refer to the company's news release dated Sept. 22, 2025, which is available on the company's profile on SEDAR+. The bought 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 bought shares will be subject to a restricted hold period of four months and one day following the closing of the offering. The underwriters 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 offering. 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 that is two business days prior to the closing of the offering, 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 offering, 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 hard-dollar 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 premium FT Shares and FT shares will be used for exploration expenditures on the company's exploration properties. The upsized 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 are 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 a related party transaction 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 less 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 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.