Stearman increases private placements, amends terms

Executive Summary

• Stearman Resources Inc. has upsized and revised the terms of its previously announced non-brokered private placements due to strong initial demand.
• The company is offering up to 13,333,333 common shares and up to 17.5 million flow-through common shares, targeting total gross proceeds of up to $5.5 million.
• The offering includes warrants exercisable at 30 cents per share and is intended to fund general working capital and eligible Canadian exploration expenses.

Key Details

• Common Share Offering:
  • Quantity: Up to 13,333,333 common shares.
  • Price: 15 cents per share.
  • Gross Proceeds: Up to $2,000,000.
  • Warrants: Each share includes one-half of one common share purchase warrant.
• Flow-Through Share Offering:
  • Quantity: Up to 17,500,000 flow-through common shares.
  • Price: 20 cents per flow-through share.
  • Gross Proceeds: Up to $3,500,000.
  • Warrants: Each share includes one-half of one warrant on the same terms as the common share warrants.
• Warrant Terms:
  • Exercise Price: 30 cents per common share.
  • Duration: 24 months from the closing date.
• Finder’s Fees:
  • Cash Fee: 6% of gross proceeds.
  • Warrant Fee: 6% in non-transferable finders' warrants.
  • Warrant Exercise Price: 30 cents per share.
  • Warrant Duration: 24 months following closing.
• Use of Proceeds:
  • General working capital and corporate purposes.
  • Flow-through proceeds specifically for eligible Canadian exploration expenses (flow-through mining expenditures) related to exploration projects in Canada.
• Regulatory/Restrictions:
  • Statutory hold period: Four months and one day from the date of issuance.
• Context:
  • This offering amends and replaces the terms previously announced in the company's Sept. 26, 2025, news release.