Stearman Resources Upsizes Private Placement and Announces Revised Terms

Executive Summary
- Stearman Resources Inc. upsized its previously announced non‑brokered private placements, now offering up to 13,333,333 common shares at $0.15 each and up to 17,500,000 flow‑through common shares at $0.20 each.
- The combined offerings provide gross proceeds of up to $5.5 million (≈ $2 M from the common share portion and ≈ $3.5 M from the flow‑through portion).
- Each share includes half a warrant allowing purchase of an additional common share at $0.30 for 24 months; qualified finders may receive a 6% cash fee plus 6% non‑transferable warrants.
Key Details
- Common Share Offering:
- Up to 13,333,333 common shares
- Price: $0.15 per share
- Gross proceeds target: $2,000,000
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Each share includes ½ of one common share purchase warrant (full warrant = right to buy one share at $0.30).
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Flow‑Through Share Offering:
- Up to 17,500,000 flow‑through common shares
- Price: $0.20 per share
- Gross proceeds target: $3,500,000
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Each flow‑through share also includes ½ of one warrant on the same $0.30 exercise price/24‑month term.
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Warrant Terms (both offerings):
- Exercise price: $0.30 per share
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Expiration: 24 months from closing date
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Finder’s Compensation:
- Cash fee: 6% of the amount raised attributable to the finder
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Additional non‑transferable warrants equal to 6% of the shares issued, exercisable at $0.30 for 24 months.
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Use of Proceeds:
- General working capital and corporate purposes (common share portion).
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Eligible Canadian exploration expenses qualifying as flow‑through mining expenditures under the Income Tax Act (flow‑through portion).
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Regulatory Notes:
- All securities subject to a statutory hold period of four months and one day.
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Securities not registered in the United States; cannot be offered or sold to U.S. persons without exemption.
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Amendment Context:
- This release amends and replaces terms previously announced on September 26, 2025 due to stronger than expected demand.
Notable Quotes
Lester Esteban, CEO: “The strong initial demand for our private placements reflects investor confidence in Stearman’s exploration portfolio and growth strategy. The revised terms provide additional flexibility for both the Company and our investors as we advance our projects.”