Mr. Al Kroontje reports

STUVE GOLD CORP. ANNOUNCES PROPOSED PRIVATE PLACEMENT OF UNITS AND TERM LOAN FACILITY

Stuve Gold Corp. intends to proceed with a best effort private placement to provide working capital for the corporation, and it has entered into a term loan commitment letter, which will repay outstanding debentures that have recently matured.

The proposed private placement

The corporation plans to complete a non-brokered private placement of up to 9.5 million units at a price of six cents per unit for aggregate gross proceeds of up to $570,000.

Each unit will be composed of one common share of the corporation and a two-year common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share in the capital of the corporation at a price of 7.5 cents per warrant share at any time prior to the date that is 12 months from the date of issuance of the warrants and at a price of 10 cents per warrant share for the following year. The warrants will include an acceleration provision whereby, if the common shares trade at a 20-day volume-weighted average price greater than 35 cents, the corporation may accelerate the expiry of the warrants to a date that is 60 days following such VWAP price having been met.

The corporation intends to use the proceeds from the offering to finance continuing general and administrative expenses, payment of claim taxes on the corporation's mineral properties, and the advancement of exploration activities on certain of the corporation's properties. The offering is not subject to a minimum amount of gross proceeds.

Insiders of the corporation may participate in the offering.

It is not anticipated that bonuses, cash commissions, finders' fees or brokers' warrants will be issued or paid in relation to the offering.

The common shares and the warrant shares to be issued pursuant to the offering will be subject to a four-month-and-one-day hold period. Completion of the offering remains subject to regulatory approval

The term loan

The corporation has secured a term loan pursuant to a term loan commitment letter dated Nov. 21, 2025. The term loan was provided by a company, in which a director and officer of the corporation has an interest.

The term loan is in the principal amount of $775,000, and proceeds will be used to repay debentures previously issued by the corporation. The amount owing pursuant to the debentures, which matured on Oct. 31, 2025, was $774,571 as at Nov. 15, 2025, and will be repaid in cash. The lender holds no debentures that are to be repaid from the proceeds of the term loan.

The term loan is a three-year facility which bears interest at a rate of 8 per cent per annum and is convertible at the option of the lender into common shares at a price of 7.5 cents per share until Nov. 21, 2026, and thereafter at a price of 10 cents per common share until maturity. If converted, the lender has agreed to a contractual hold period such that the share certificate representing the common shares issued on conversion will bear a legend restricting the trading of such shares for a period of one year from the date of their issuance.

No bonuses, finders' fees, commissions or warrants were issued or paid in respect of the term loan. The term loan remains subject to regulatory approval.

Related-party participation

The term loan lender is a company in which Al Kroontje, a director and officer of the corporation, has an interest. As an insider of the corporation indirectly participated in this transaction, it is deemed to be a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). Neither the corporation, nor, to the knowledge of the corporation after reasonable inquiry, a related party has had knowledge of any material information concerning the corporation or its securities that has not been generally disclosed.

The term loan is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 (pursuant to subsections 5.5(c) and 5.7(1)(b)) as it was a distribution of securities for cash, and neither the fair market value of the term loan, nor the consideration received from related parties exceeded $2.5-million. The term loan was unanimously approved by the board of directors of the corporation, excluding the director who is related to the company providing the term loan, who abstained from voting. The lender currently holds no common shares or securities convertible into common shares. The term loan may be converted in whole or in part at the lender's election. If the term loan is fully converted into common shares in accordance with its terms and assuming that the entire $775,000 is advanced and is entirely converted, a total of 10,333,333 common shares would be issued if conversion occurs during the first year, and a total of 7,750,000 common shares would be issued if conversion occurs in either the second or third year. Such common share issuances would represent 34.7 per cent or 28.5 per cent (respectively) of the then issued and outstanding common shares, assuming that the maximum offering is closed. In the event that the warrants associated with the offering are exercised prior to conversion of the term loan, the common shares issued pursuant to the conversion would then represent 26.3 per cent or 21.1 per cent (respectively) of the then issued and outstanding common shares.

Therefore, the term loan contains a provision whereby conversion into common shares is limited to an amount that does not create a control person of the corporation unless shareholder and TSX Venture Exchange approvals have first been obtained.

About Stuve Gold Corp.

Stuve Gold is engaged in advancing mineral properties in Chile that hold promising potential for gold, copper, silver and cobalt exhibited by historical mining activities on, or associated with, those properties.

Stuve Gold's common shares are listed on the TSX Venture Exchange under the symbol STUV.

We seek Safe Harbor.