Stuve Gold Corp. Announces Closing of Private Placement of Units and Update on Term Loan Facility

(TheNewswire)

CALGARY, ALBERTA – January 8, 2026– TheNewswire - StuveGold Corp. (“Stuve Gold”or the “Corporation”)(TSXV: STUV) is pleased to announce, further to its news release datedNovember 24, 2025, that is has completed its previously announcednon-brokered private placement and has issued 9,500,000 units(“Units”) at a price of$0.06 per Unit, for aggregate gross proceeds of $570,000 (the “Offering”).

Each Unit is comprised of one (1) common share of theCorporation (each a “CommonShare”) and one Common Share purchase warrant(each, a “Warrant”). Each Warrant entitles the holderthereof to purchase one Common Share in the capital of the Corporation??(each a “WarrantShare”) at a price of $0.075 per Warrant Shareat any time prior to the date that is twelve (12) months from the dateof issuance of the Warrants and at a price of $0.10 per Warrant Sharefor the following year. ? The Warrants includean acceleration provision whereby if the Common Shares trade at a20-day volume weighted average price (“VWAP”) greater than$0.35, the Corporation may accelerate the expiry of the Warrants to adate that is sixty (60) days following such VWAP price having beenmet.

The Corporation intends to use the proceeds from theOffering to fund ongoing general and administrative expenses, paymentof claim taxes on the Corporation’s mineral properties and for theadvancement of exploration activities on certain of theCorporation’s properties.  

No cash commission or finder's fee were paid inconnection with the Offering. The Common Shares and Warrant Sharesissued pursuant to the Offering are subject to a four-month andone-day hold period. Completion of the Offering remains subject to thefinal acceptance of the TSX Venture Exchange (“Exchange”).

Related Party Participation in thePrivate Placement

Insiders subscribed for an aggregate of 1,895,333 Unitsin the Offering for a total of 19.95% which increases the percentageownership of outstanding Common Shares owned by the insiders thatsubscribed to the Offering to 10.94% on a non-diluted basis. As insiders of the Corporation participated inthe Offering, it is deemed to be a “related party transaction” asdefined under Multilateral Instrument 61-101-Protection of Minority Security Holders inSpecial Transactions (“MI 61-101”).

Neither the Corporation, nor to the knowledge of theCorporation after reasonable inquiry, a related party, has knowledgeof any material information concerning the Corporation or itssecurities that has not been generally 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 the Unitsdistributed to, nor the consideration received from, interestedparties exceeded $2,500,000. The Offering was unanimously approved bythe board of directors of the Corporation, including the director thatdid not subscribe to the Offering.

The Corporation did not file a material change reportmore than 21 days before the expected closing of the Offering becausethe details of the participation therein by related parties of theCorporation were not settled until shortly prior to the closing of theOffering and the Corporation wished to close on an expedited basis forbusiness reasons.

Early Warning Report

Tailwind Capital Neo Fund Ltd. (“Tailwind”) hasfiled an early warning report under National Instrument 62-103 –The Early Warning System andRelated Take-Over Bid and Insider Reporting Issues in connection with its participation in the Offering.

As at the date of Tailwind's previously filedearly warning report of November 28, 2025, Tailwind held no CommonShares. If the Term Loan (see below) is fully converted into CommonShares in accordance with its terms and assuming that the entire$775,000 is advanced and is entirely converted, a total of 10,333,333Common Shares would be issued to Tailwind if conversion occurs duringthe first year and a total of 7,750,000 Common Shares would be issuedto Tailwind if conversion occurs in either the second or third year.Such Common Share issuances would represent 34.7% or 28.5%(respectively) of the then issued and outstanding Common Shares.Tailwind is restricted from converting any amount of the Term Loanthat would cause Tailwind to become a "control person" ofthe Corporation unless Exchange and shareholder approval, ifnecessary, has been obtained.

Immediately after the closing of the Offering, Tailwindheld 862,000 Common Shares representing 4.45% of the issued andoutstanding Common Shares and 862,000 Warrants (1,724,000 CommonShares representing 8.52% of the issued and outstanding Common Sharesassuming the exercise of the Warrants) and held the Term Loan.Assuming the conversion of the Warrants and the Term Loan, Tailwindwill hold a total of 12,057,333 Common Shares if conversion occursduring the first year and a total of 9,474,000 Common Shares ifconversion occurs in either the second or third year. Such CommonShare issuances would represent 38.35% or 32.83% (respectively) of thethen issued and outstanding Common Shares. The increase inTailwind's diluted shareholdings triggered the requirement tofile the early warning report.

Tailwind intends to increase or decrease its holdingsin the Corporation depending on market conditions and as circumstanceswarrant.

A report respecting this acquisition will be filed withthe applicable securities commissions using the Canadian System forElectronic Document Analysis and Retrieval (SEDAR+) and will beavailable for viewing on the Corporation's profile at www.sedarplus.ca.

The Term Loan

The Corporation has received conditional acceptancefrom the Exchange with respect to its previously announced term loan(the “Term Loan”) which remains subject to thefinal acceptance of the Exchange. The Term Loan is a three (3) yearfacility which bears interest at a rate of 8% per annum and isconvertible at the option of Tailwind into Common Shares at a price of$0.075 per share until November 21, 2026 and thereafter at a price of$0.10 per Common Share until maturity. If converted, Tailwind hasagreed to a contractual hold period such that the share certificaterepresenting the Common Shares issued on conversion will bear a legendrestricting the trading of such shares for a period of one (1) yearfrom the date of their issuance. For furtherinformation with respect to the Term Loan, please see theCorporation's news release dated November 24, 2025.

About Stuve Gold

Stuve Gold is engaged in advancing mineral propertiesin Chile that exhibit promising potential for gold, copper, silver andcobalt as a result of historical mining activities on, or associatedwith, those properties.  

Stuve Gold's Common Shares are listed on the TSX-Vunder the symbol "STUV". More information on Stuve Gold maybe viewed on www.sedarplus.ca or theCorporation's website www.stuvegoldcorp.ca.

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, receipt of final acceptance from the Exchange for theOffering and Term Loan, and the use of proceeds from the Offering.Forward-looking statements are necessarily based upon a number ofestimates and assumptions that, while considered reasonable, aresubject to known and unknown risks, uncertainties and other factorswhich may cause the actual results and future events to differmaterially from those expressed or implied by such forward-lookingstatements. Such factors include, but are not limited to: generalbusiness, economic, competitive, political and social uncertainties;delay or failure to receive board, shareholder or regulatoryapprovals; the price of metals including gold, silver copper andcobalt; and the results of exploration programs. There can be noassurance that such statements will prove to be accurate, as actualresults 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:

Al Kroontje   
Interim CEO
Phone: (403) 607-4009
Email: al@slgold.ca

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