NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Stallion Uranium Corp. (the ‘ Company ‘ or ‘ Stallion ‘ ) ( TSX-V: STUD ; OTCQB: STLNF ; FSE: FE0 ) is pleased to announce that it has closed a second and final tranche of its previously announced non-brokered private placement of units and flow-through units (the ‘ Offering ‘). This closing consisted of 22,305,600 units of the Company (each a ‘ NFT Unit ‘) at a price of $0.20 per NFT Unit for aggregate gross proceeds of $4,461,120 and 30,139,600 flow-through units (each a ‘ FT Unit ‘) at a price of $0.20 per FT Unit for aggregate gross proceeds of $6,027,920.
‘With the successful completion of this $15 million financing, Stallion Uranium is positioned stronger than ever to aggressively advance exploration across our highly prospective assets in the Athabasca Basin,’ stated Stallion’s CEO Matthew Schwab. ‘The overwhelming support from new and existing shareholders is a clear vote of confidence; not only in our team and strategy but in the exciting future of the uranium market as global demand accelerates. We’re entering this next phase with tremendous momentum, and we’re committed to unlocking significant value through disciplined, high-impact exploration this Winter. This is a truly transformational event for Stallion and its shareholders.’
In connection with the Offering, the Company previously closed a first tranche on August 20, 2025. Including the first and second tranches of the Offering, the Company has issued an aggregate of 43,545,400 NFT Units and 31,454,600 FT Units for aggregate gross proceeds of $15,000,000.
Each FT Unit consists of one flow-through common share of the Company as defined in the Income Tax Act (Canada) (a ‘ FT Share ‘) and one FT Share purchase warrant (each a ‘ FT Warrant ‘). Each FT Warrant entities the holder to purchase one additional FT Share in the capital of the Company (a ‘ FT Warrant Share ‘) at a price of $0.26 per FT Warrant Share for a period of 60 months from the closing of the date of issuance.
Each NFT Unit consists of one non-flow-through common share in the capital of the Company (a ‘ NFT Share ‘) and one share purchase warrant (a ‘ NFT Warrant ‘). Each NFT Warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the Company (a ‘ NFT Warrant Share ‘) at a price of $0.26 per NFT Warrant Share for a period of 60 months from the date of issuance.
The NFT Units and FT Units issued pursuant to the Offering are subject to a four-month and one day hold period from the date of issuance under applicable Canadian securities laws.
In connection with the closing of the second tranche of the Offering, the Company paid the following finders fees to eligible arm’s length finders:
- Paid a cash fee of $154,959 to Canaccord Genuity Corp. (‘Canaccord’), $80,075.53 to D-J Sheehan Consulting Limited, and $7,525 to Research Capital Corporation, and $12,250 to Ventum Financial Corp.
- Issued 1,244,425 finder’s units (each a ‘Finder’s Unit’) to Canaccord, 297,144 Finder’s Units to D-J Sheehan Consulting Limited, and 37,625 Finder’s Units to Research Capital Corporation. Each Finder’s Unit consists of one common share and one non-transferrable common share purchase warrant, exercisable to purchase an additional share of the Company at a price of $0.26 per share for a period of 60 months from closing of the Offering;
- Issued 1,630,370 finder’s warrants to Canaccord, each finder’s warrant is exercisable to purchase Finder’s Units of the Company at a price of $0.20 per Finder’s Unit for a period of 60 months from closing of the Offering; and
- Issued 61,250 finder’s warrants to Ventum Financial Corp, each finders warrant is exercisable to acquire one common share in the capital of the Company at an exercise price of $0.26 for a period of 60 months from the closing of he Offering.
All securities issued to finders are subject to a four-month and one day hold period from the date of issuance under applicable Canadian securities laws. All warrants issued to finders are non-transferrable in accordance with the policies of the TSX Venture Exchange (the ‘ TSXV ‘).
Upon completion of the Offering, a new shareholder that holds or controls 20% or more of the Company’s shares (a ‘ Control Person ‘), Mr. Matthew Mason (‘ Mr. Mason ‘), was created though Mr. Mason’s purchase of 15,000,000 FT Units. Mr. Mason’s subscription was subject to obtaining requisite approval from the disinterested shareholders of the Company (as further described below) and the TSXV. In connection with Mr. Mason’s subscription, the Company obtained approval of disinterested shareholders holding or controlling more than 50% of its common shares to approve the creation of the new Control Person by written consent resolution.
The gross proceeds raised from the issuance of the FT Units will be used by the Company to incur exploration expenditures on the Company’s resource claims in the province of Saskatchewan and will constitute ‘Canadian exploration expenses’ as defined in the Income Tax Act (Canada). The net proceeds raised from the issuance of the NFT Units will be used by the Company for exploration and development activities of its Athabasca Basin properties and for working capital and general corporate purposes.
In connection with the Offering, pursuant to an Advisory Agreement with Canaccord, pursuant to which Canaccord provided financial advisory, consulting, and support services in connection with the Offering, the Company paid the advisor a work fee equal to $150,000 (the ‘ Canaccord Advisory Fee ‘) to Canaccord. The Canaccord Advisory Fee was paid through the issuance of 750,000 in units at the terms matching those of the NFT Units in the Offering (each a ‘ Fee Unit ‘).
Furthermore, in connection with the Offering, pursuant to an Advisory Agreement with Taylor K. Housser (‘ Mr. Housse r’), pursuant to which Mr. Housser provided financial advisory, consulting, and support services in connection with the Offering, the Company paid the advisor a work fee equal to $225,000 (the ‘ Housser Advisory Fee ‘ to Mr. Housser). The Housser Advisory Fee was paid through the issuance of 1,125,000 Fee Units.
The Fee Units and the underlying securities issued to Canaccord and Mr. Housser are subject to a four month and one day hold period in accordance with Canadian securities laws.
Mr. Mason, an insider of the Company by virtue of holding more than 10% of the Company’s issued and outstanding voting securities participated in the second tranche of the Offering for 15,000,000 FT Units. Any such participation was be considered a ‘related party transaction’ as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (‘ MI 61-101 ‘). Such insider participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to such insiders nor the consideration that will be paid by such persons will exceed 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the ‘U.S. Securities Act’) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Stallion Uranium Corp.:
Stallion Uranium is working to ‘Fuel the Future with Uranium’ through the exploration of roughly 1,700 sq/km in the Athabasca Basin, home to the largest high-grade uranium deposits in the world. The company, with JV partner Atha Energy holds the largest contiguous project in the Western Athabasca Basin adjacent to multiple high-grade discovery zones.
Our leadership and advisory teams are comprised of uranium and precious metals exploration experts with the capital markets experience and the technical talent for acquiring and exploring early-stage properties. For more information visit stallionuranium.com .
On Behalf of the Board of Stallion Uranium Corp.:
Matthew Schwab
CEO and Director
Corporate Office:
700 – 838 West Hastings Street,
Vancouver, British Columbia,
V6C 0A6
T: 604-551-2360
info@stallionuranium.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, ‘forward-looking statements’) that relate to the Company’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as ‘will likely result’, ‘are expected to’, ‘expects’, ‘will continue’, ‘is anticipated’, ‘anticipates’, ‘believes’, ‘estimated’, ‘intends’, ‘plans’, ‘forecast’, ‘projection’, ‘strategy’, ‘objective’ and ‘outlook’) are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this material change report should not be unduly relied upon. These statements speak only as of the date they are made.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement .
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