Mr. Mathew Wilson reports
STERLING METALS ANNOUNCES CLOSING OF PRIVATE PLACEMENT OF FLOW-THROUGH SHARES
Sterling Metals Corp. has closed a non-brokered private placement through the issuance of 15,835,996 common shares in the capital of the company issued on a flow-through basis at a price of 6.5 cents per FT share for aggregate gross proceeds of $1,029,339.74.
In connection with the offering, the company paid certain eligible persons a cash commission of $63,838.23 equal to 7 per cent of the gross proceeds of the offering delivered by the finders and issued 982,126 broker warrants equal to 7 per cent of the number of FT shares delivered by the finders pursuant to the offering. Each broker warrant entitles the holder thereof to acquire one common share at a price of 6.5 cents per common share for a period of one year from the closing of the offering.
All securities issued pursuant to the offering are subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation. The closing of the offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange. The gross proceeds of the offering received from the issuance of the FT shares will be used to incur Canadian exploration expenses and will qualify as flow-through mining expenditures, as such terms are defined in the Income Tax Act (Canada).
The offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) as insiders of the company subscribed for 846,000 FT shares pursuant to the offering. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the company is not listed on a specified market and the fair market value of the participation in the offering by insiders does not exceed 25 per cent of the market capitalization of the company in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the offering, which the company deems reasonable in the circumstances in order to complete the offering in an expeditious manner.
About Sterling Metals Corp.
Sterling Metals is a mineral exploration company focused on large scale and high-grade Canadian exploration opportunities. The company is advancing the 24,000-hectare Copper Road project in Ontario which has past production, and multiple breccia and porphyry targets strategically located near robust infrastructure and the 29,000-hectare Adeline project in Labrador which covers an entire sediment-hosted copper belt with significant silver credits. Both opportunities have demonstrated potential for important new copper discoveries, underscoring Sterling's commitment to pioneering exploration in mineral-rich Canada.
We seek Safe Harbor.
© 2025 Canjex Publishing Ltd. All rights reserved.