Mr. Matthew Schwab reports
STALLION URANIUM COMPLETES FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND ANNOUNCES UPSIZING
Stallion Uranium
Corp. has closed a first tranche of its previously announced non-brokered private placement of units and flow-through units. This closing consisted of 21,239,800 units of the company (each, an NFT
unit) at a price of 20 cents per NFT unit for aggregate gross proceeds of $4,247,960 and 1,315,000 flow-through units (each, an FT unit) at a price of 20 cents per FT unit for aggregate gross proceeds of $263,000.
Each FT unit consists of one flow-through common share of the company as defined in the Income Tax Act (Canada) and one FT share purchase warrant. Each FT warrant entities the holder to purchase one additional FT share in the capital of the company at a price of 26 cents 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 and one share purchase warrant. Each NFT warrant entitles the holder to purchase one additional non-flow-through common share in the capital of the company at a price of 26 cents 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 first tranche of the offering are subject to a four-month hold period under applicable Canadian securities laws that expires on Dec. 21, 2025.
In connection with the closing of the first tranche of the offering, the company issued an aggregate of 668,003 NFT shares and 668,003 non-transferable NFT share purchase warrants to eligible arms'-length finders, DJ Sheehan Consulting Ltd. and Edward Marlow. Each finder's warrant is exercisable into one NFT share at a price of 26 cents per finder's warrant share for a period of 60 months from the date of issuance. In connection with the first tranche of the offering, the company has paid cash finders' fees totalling an aggregate of $173,976.67 to Accilent Capital Management Inc. and DJ Sheehan Consulting Ltd.
Upsizing of the offering
Due to market demand, the company has increased the size of the offering from up to $12-million to up to $15-million. The company anticipates completing a second closing of the offering on or before Aug. 30, 2025.
The upsized offering will consist of up to a combined aggregate of 75 million FT units and NFT units for aggregate gross proceeds of up to $15-million. The company anticipates that, upon completion of all tranches of the offering, a new control person (as defined below), Matthew Mason, will be created though Mr. Mason's anticipated purchase of 15 million FT units. Mr. Mason's subscription is subject to obtaining requisite approval from the disinterested shareholders of the company (as further described below) and the TSX Venture Exchange.
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.
Closing of the offering is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the TSX Venture Exchange Policy 4.1 of the TSX-V Corporate Finance Manual requires disinterested shareholder approval where a transaction creates a shareholder that holds or controls 20 per cent or more of an issuer's shares. The company anticipates that Mr. Mason's purchase of FT units under the offering will create a new control person pursuant to Policy 4.1. To fulfill the requirements of Policy 4.1, the company intends to seek approval of disinterested shareholders holding or controlling more than 50 per cent of its common shares of the company to approve the creation of the new control person by written consent resolution. All securities issued in connection with the offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
Finders/ fees may be payable in connection with the completion of further tranches of the offering in accordance with TSX-V policies. In connection with the offering, the company has entered into an advisory agreement with Canaccord Genuity Corp. (the adviser), pursuant to which the adviser shall provide financial advisory, consulting and support services in connection with the offering. In consideration for the advisory services, subject to the approval of the TSX-V, the company will pay the adviser a work fee equal to $150,000. The fee shall be payable in units at the terms matching those of the NFT units in the offering. The fee units and the underlying securities issued to the adviser will be subject to a four-month-and-one-day hold period in accordance with Canadian securities laws.
Insiders of the company will participate in the offering. Any such participation will be considered a related party transaction as defined under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The offering is expected to be 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 per cent of the company's market capitalization.
About Stallion Uranium Corp.
Stallion Uranium is working to "fuel the future with uranium" through the exploration of roughly 1,700 square kilometres in the Athabasca basin, home to the largest high-grade uranium deposits in the world. The company, with joint venture partner Atha Energy, holds the largest contiguous project in the Western Athabasca basin adjacent to multiple high-grade discovery zones.
The company's leadership and advisory teams comprise uranium and precious metals exploration experts with the capital markets experience and the technical talent for acquiring and exploring early stage properties.
We seek Safe Harbor.
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