(TheNewswire)
Calgary, Alberta – TheNewswire - January 30,2023; Stuve Gold Corp. (the “ Corporation ” or “ StuveGold ”) (TSXV: STUV ) ispleased to announce the closing of its previously announcednon-brokered, unsecured, convertible debentures (the " Debentures ") for gross proceedsof CAD $650,000 (the " Offering ") (see Stuve Gold’s press release datedAugust 4, 2022).
The Debentures carry interest at a rate of seven percent (7%) perannum, and mature two (2) years from the date of issue. The Debenturesmay be convertible by the holders at any time prior to maturity intocommon shares of the Corporation (“ Common Shares ”) at a conversion price of $0.06 per CommonShare if converted within one (1) year of issue or at a conversionprice of $0.10 per Common Share if converted thereafter.
Proceeds from the Offering will be used to fund the general workingcapital requirements of the Corporation, to pay annual claim taxes andto fund the next US $100,000 payment required to be made pursuant tothe acquisition of the Inca property located in Chile.
The securities issued will be subject to a four month hold period fromthe date of the closing of the Offering.
Insider Participation inOffering
A director and officer of the Corporation participated in theOffering. As an insider of Stuve Gold participated in the Offering,the Offering is deemed to be a "related party transaction"as defined under Multilateral Instrument 61-101- Protection of Minority Security Holders inSpecial Transactions (" MI61-101 ").
Al Kroontje, a director and officer of the Corporation, owns directlyor indirectly, prior to the completion of the Offering, approximately 5,080,000 Common Shares, representingapproximately 17.13% of the total outstanding CommonShares and also owns convertible securities(options) entitling Mr. Kroontje to acquire 383,333 CommonShares. Upon the completion of the Offering,Mr. Kroontje will continue to own directly or indirectly 5,080,000Common Shares and his total percentage ownership of outstanding CommonShares will remain at approximately 17.13%. Mr.Kroontje’s $175,000 subscription for Debentures entitle him toacquire an additional 2,916,666 Common Shares if the Debentures arefully converted into Common Shares. If all of theDebentures issued pursuant to the Offering are converted, Mr. Kroontjewould own 7,996,666 Common Shares which would represent a totalpercentage ownership of outstanding Common Shares of approximately19.75%.
Neither the Company, nor to the knowledge of the Company afterreasonable inquiry, a related party has had knowledge of any materialinformation concerning the Company or its securities that has not beengenerally disclosed.
The Offering is exempt from the formal valuation andminority shareholder approval requirements of MI 61-101 (pursuant tosubsections 5.5(c) and 5.7(1)(b)) as it was a distribution ofsecurities for cash and neither the fair market value of theDebentures distributed to, nor the consideration received from,interested parties exceeded $2,500,000. The Offering was unanimouslyapproved by the board of directors of the Corporation, excluding thedirector subscribing to the Offering.
The Company did not file a material change report more than 21 daysbefore the expected closing of the Offering because the details of theparticipation therein by related parties of the Company were notsettled until shortly prior to the closing of the Offering and theCompany wished to close on an expedited basis for business reasons.
None of thesecurities issued in connection with the Offering have been or will beregistered under the United States Securities Act of 1933, as amended(the "1933 Act"), and none of them may be offered or sold inthe United States absent registration or an applicable exemption fromthe registration requirements of the 1933 Act. This press releaseshall not constitute an offer to sell or a solicitation of an offer tobuy nor shall there be any sale of the securities in any state wheresuch offer, solicitation, or sale would be unlawful.
About Stuve Gold
Stuve Gold is engaged in advancing mineral properties in Chile thatexhibit promising potential for gold, copper, silver and cobalt as aresult of historical mining activities on, or associated with, thoseproperties. Each of the properties within Stuve Gold’s currentportfolio, including the ‘Coba SW’, the ‘Inca’ and the‘Santa Gracia’ properties, exhibit those attributes.
Stuve Gold's common shares are listed on the TSX-V under the symbol" STUV ". Moreinformation on Stuve Gold may be viewed on Sedar.com or theCorporation's website www.stuvegoldcorp.com .
NOT FOR DISTRIBUTION TO U.S. NEWSWIRESERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Cautionary Note RegardingForward-Looking Statements
This news release includes certain"forward-looking statements" under applicable Canadiansecurities legislation. Forward-looking statements include, but arenot limited to, the use of proceeds and obtaining acceptance of theOffering from the TSX Venture Exchange. Forward-looking statements arenecessarily based upon estimates and assumptions that, whileconsidered reasonable, are subject to known and unknown risks,uncertainties and other factors which may cause the actual results andfuture events to differ materially from those expressed or implied bysuch forward-looking statements. Such factors include, but are notlimited to: general business, economic, competitive, political andsocial uncertainties; delay or failure to receive board, shareholderor regulatory approvals; the price of metals including gold, silver,copper and cobalt; and the results of exploration programs. There canbe no assurance that such statements will prove to be accurate, asactual results and future events could differ materially from thoseanticipated in such statements. Accordingly, readers should not placeundue reliance on forward-looking statements. Stuve Gold disclaims anyintention or obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events orotherwise, except as required by law.
Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
For further information, pleasecontact:
Gordon Aldcorn
President, Stuve Gold Corp.
Phone: (403) 618 6507
Email: galdcorn@stuvegoldcorp.ca
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