Mr. Drew Zimmerman reports

STALLION URANIUM ANNOUNCES LISTED ISSUER FINANCING EXEMPTION (LIFE) NON-BROKERED PRIVATE PLACEMENT OF UNITS

Stallion Uranium Corp. is undertaking a non-brokered private placement for aggregate gross proceeds of up to $4-million, with an overallotment option to raise up to an additional $1-million of units (as defined below), from the sale of the following:

• Up to 4,687,500 federal flow-through units of the company at a price of 32 cents per FFT unit;
• Up to 4,166,667 Saskatchewan flow-through units of the company at a price of 36 cents per SFT unit;
• Up to 4,545,454 units of the company at a price of 22 cents per unit.

Each FFT unit will consist of one common share of the company to be issued as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each SFT unit will consist of one common share of the company to be issued as a flow-through share (as defined in Subsection 66(15) of the tax act) and one-half of one warrant. Each unit will consist of one common share of the company and one-half of one warrant. Each warrant shall entitle the holder to purchase one common share of the company at a price of 36 cents at any time on or before that date which is 24 months after the closing date of the offering.

Proceeds from the sale of FFT shares will be used to incur Canadian exploration expenses as defined in Subsection 66.1(6) of the Income Tax Act and flow-through critical mineral mining expenditures as defined in Subsection 127(9) of the Income Tax Act. Proceeds from the sale of the SFT shares will be used to incur Canadian exploration expenses that are flow-through critical mineral mining expenditures (as such terms are defined in the tax act) and eligible flow-through mining expenditures (as defined in paragraph 2(2)(b) of the Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan)). Such proceeds will be renounced to the subscribers with an effective date not later than Dec. 31, 2024, in the aggregate amount of not less than: (i) in the case of the FFT shares, 0.31999 multiplied by the number of FFT units sold pursuant to the offering; and (ii) in the case of the SFT shares, 0.35999 multiplied by the number of SFT units sold pursuant to the offering.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the offered securities will be offered for sale to purchasers resident in Canada, other then Quebec, pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the listed issuer financing exemption). The offered securities are expected to be immediately freely tradable under applicable Canadian securities legislation if sold to purchasers resident in Canada.

Upon closing of the offering, the company may pay to certain eligible finders a cash finder's fee of up to 7.0 per cent of the aggregate gross proceeds of the offering. The company may also issue to such finders non-transferable warrants of the company exercisable at any time prior to the date that is 24 months from the closing date to acquire that number of common shares of the company equal to 7.0 per cent of the number of offered securities issued under the offering at an exercise price of 22 cents per common share of the company, subject to adjustment in certain events.

The company intends to use the proceeds raised from the offering for exploration and for general working capital purposes. The offering is scheduled to close on or around Feb. 2, 2024, and is subject to certain conditions, including, but not limited to, receipt of all necessary approvals, including the approval of the TSX Venture Exchange.

There will be an offering document related to the offering that can be viewed under the company's profile at SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

About Stallion Uranium Corp.

Stallion Uranium is working to fuel the future with uranium through the exploration of over 3,000 square kilometres in the Athabasca basin, home to the largest high-grade uranium deposits in the world. The company holds the largest contiguous project in the Western Athabasca basin adjacent to multiple high-grade discovery zones.

Its leadership and advisory teams are composed of uranium and precious metal exploration experts with the capital market experience and the technical talent for acquiring and exploring early-stage properties.

Stallion Uranium offers optionality with two gold projects in Idaho and Nevada that neighbour world-class gold deposits offering exposure to upside potential from district advancement with limited capital expenditures.

We seek Safe Harbor.