Stakeholder closes $2.5-million private placement

Executive Summary

• Stakeholder Gold Corp. has closed a non-brokered private placement, raising gross proceeds of $2.5 million.
• The financing involved the issuance of 3,125,000 units at $0.80 per unit, with proceeds allocated to exploration in the Yukon and business development in Brazil.
• Insiders subscribed for 120,000 units ($96,000), constituting a related-party transaction exempt from formal valuation and minority approval requirements.

Key Details

• Gross Proceeds: $2,500,000.
• Units Issued: 3,125,000 units.
• Price Per Unit: $0.80.
• Unit Composition: Each unit consists of one common share and one-half of one common share purchase warrant.
• Warrant Terms:
  • Each whole warrant entitles the holder to purchase one additional common share.
  • Exercise Price: $1.20 per share.
  • Duration: Two years from the closing of the private placement.
  • Early Exercise Provision: Triggered if the 10-day average price of common shares on the TSX Venture Exchange exceeds $1.50 per share.
  • Expiration: Any unexercised warrants become null and void 30 days after the trigger date.
• Hold Period: All securities are subject to a hold period of four months and one day from the date of closing.
• Use of Proceeds:
  • Exploration on the Ballarat exploration project in the White Gold district, Yukon Territory, Canada.
  • Development of the exotic stone quartzite business in Minas Gerais, Brazil.
• Insider Participation:
  • Insiders subscribed for 120,000 units.
  • Gross proceeds from insider subscription: $96,000.
  • This constitutes a related-party transaction under Multilateral Instrument 61-101.
  • The company relied on exemptions from formal valuation and minority approval requirements because insider participation does not exceed 25% of the fair market value of the company's market capitalization.
• Regulatory Status: Closing is subject to final approval by the TSX Venture Exchange. No material change report was filed 21 days prior to completion as the placement details were not determined at that time.