Stuve Gold Corp. Announces Proposed Private Placement of Units and Term Loan Facility

(TheNewswire)

CALGARY, ALBERTA – TheNewswire - November 24 ,2025 – Stuve Gold Corp. (“ Stuve Gold ” or the “ Corporation ”) ( TSXV:STUV ) announces that it intends to proceed with a best-effortsprivate placement to provide working capital for the Corporation andthat it has entered into a term loan commitment letter which willrepay outstanding debentures that have recently matured.

The Proposed Private Placement

The Corporation plans to complete a non-brokeredprivate placement of up to 9,500,000 units (“ Units ”) at a priceof $0.06 per Unit, for aggregate gross proceeds of up to $570,000 (the“ Offering ”).

Each Unit will be comprised of one (1) common share ofthe Corporation (each a “ Common Share ”) and a two (2) year CommonShare purchase warrant (each, a “ Warrant ”). EachWarrant will entitle the holder thereof to purchase one Common Sharein the capital of the Corporation ??(each a “ Warrant Share ”) ata price of $0.075 per Warrant Share at any time prior to the date thatis twelve (12) months from the date of issuance of the Warrants and ata price of $0.10 per Warrant Share for the following year. ? The Warrants will include an acceleration provisionwhereby if the Common Shares trade at a 20-day weighted average price(“ VWAP ”) greater than $0.35, the Corporation may accelerate theexpiry of the Warrants to a date that is sixty (60) days followingsuch VWAP price having been met.

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.  The Offering is not subject to a minimumamount of gross proceeds.

Insiders of the Corporation may participate in theOffering.

It is not anticipated that bonuses, cash commissions,finder's fees or brokers’ warrants will be issued or paid inrelation to the Offering.

The Common Shares and the Warrant Shares to be issuedpursuant to the Offering will be subject to a four-month and one-dayhold period. Completion of the Offering remains subject to regulatoryapproval.

The Term Loan

The Corporation has secured a term loan pursuant to aterm loan commitment letter dated November 21, 2025 (the“ Term Loan ”). The Term Loan was provided by a company (the“ Lender ”) in which a director and officer of the Corporation hasan interest.

The Term Loan is in the principal amount of $775,000and proceeds will be used to repay debentures previously issued by theCorporation.  The amount owing pursuant to the debentures, whichmatured on October 31, 2025, was $774,571 as at November 15, 2025 andwill be repaid in cash. The Lender holds no debentures that are to berepaid from the proceeds of the Term Loan.

The Term Loan is a three (3) year facility which bearsinterest at a rate of 8% per annum and is convertible at the option ofthe Lender into Common Shares at a price of $0.075 per share untilNovember 21, 2026 and thereafter at a price of $0.10 per Common Shareuntil maturity.  If converted, the Lender has agreed to a contractualhold period such that the share certificate representing the CommonShares issued on conversion will bear a legend restricting the tradingof such shares for a period of one (1) year from the date of theirissuance.

No bonuses, finder's fees, commissions or warrantswere issued or paid in respect of the Term Loan. The Term Loan remainssubject 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 aninsider of the Corporation indirectly participated in thistransaction, it is deemed to be a "related partytransaction" as defined under Multilateral Instrument61-101- Protection of MinoritySecurity Holders in Special Transactions (" MI 61-101 "). Neither the Corporation, norto the knowledge of the Corporation after reasonable inquiry, arelated party has had knowledge of any material information concerningthe Corporation or its securities that has not been generallydisclosed.

The Term Loan 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 TermLoan, nor the consideration received from related parties, exceeded$2,500,000. The Term Loan was unanimously approved by the board ofdirectors of the Corporation, excluding the director who is related tothe company providing the Term Loan, who abstained from voting.  TheLender currently holds no Common Shares or securities convertible intoCommon Shares. The Term Loan may be converted in whole or in part atthe Lender’s election.  If the Term Loan is fully converted intoCommon Shares in accordance with its terms and assuming that theentire $775,000 is advanced and is entirely converted, a total of10,333,333 Common Shares would be issued if conversion occurs duringthe first year and a total of 7,750,000 Common Shares would be issuedif conversion occurs in either the second or third year.  Such CommonShare issuances would represent 34.7% or 28.5% (respectively) of thethen issued and outstanding Common Shares, assuming that the maximumOffering is closed. In the event that the Warrants associated with theOffering are exercised prior to conversion of the Term Loan, theCommon Shares issued pursuant to the conversion would then represent26.3% or 21.1% (respectively) of the then issued and outstandingCommon Shares. Therefore, the Term Loan containsa provision whereby conversion into Common Shares is limited to anamount that does not create a control person of the Corporation unlessshareholder and TSX Venture Exchange approvals have first beenobtained.

About Stuve Gold

Stuve Gold is engaged in advancing mineral propertiesin Chile that hold promising potential for gold, copper, silver andcobalt exhibited by 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 the Corporation'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, the Corporation's ability to sell and close theOffering, obtain necessary approvals from the Exchange for theOffering and Term Loan, and the use of proceeds from the Offering andTerm Loan. Forward-looking statements are necessarily based upon anumber of estimates and assumptions that, while considered reasonable,are subject to known and unknown risks, uncertainties and otherfactors which 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
Phone: (403) 607-4009
Email: al@slgold.ca

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