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Blue Star Gold Corp. (TSXV: BAU,OTC:BAUFF) (OTCQB: BAUFF) (FSE: 5WP0) ("Blue Star" or the "Company") announces that, further to its news release of July 11, 2025 and subject to the approval of the TSX Venture Exchange (the "Exchange"), it has raised aggregate gross proceeds of $1,739,999.90 through the issuance of 1,600,000 flow-through units (each, a "FT Unit") at $0.15 per FT Unit and 10,714,285 units (each, a "Unit") at a price of $0.14 per Unit (together, the "Private Placement").
Each FT Unit is comprised of one common share of the Company (each, a "Share"), each of which qualifies as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada), and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant").
Each Unit consists of one Share and one-half of one common share purchase warrant of the Company, previously defined as a "Warrant". Each Warrant forming part of the FT Units and the Units entitles the holder thereof to acquire one additional Share in the capital of the Company (each, a "Warrant Share") at a price of $0.20 per Warrant Share until August 12, 2026.
The proceeds from the issue and sale of the Units are for general working capital. The proceeds from the issue and sale of the FT Units will be used by the Company to incur eligible "Canadian exploration expenses" that qualify as "flow-through mining expenditures" (as both terms are defined in the Income Tax Act (Canada)) (the "Qualifying Expenditures") related to the Company's projects in Nunavut.
The Company will renounce Qualifying Expenditures with an effective date of no later than December 31, 2025, in an amount of not less than the total amount of the gross proceeds raised from the issuance of the FT Units and incur such expenses by December 31, 2025.
The Company paid finders fees in the amount of $14,400 cash and 96,000 finder's warrants (the "Finder's Warrants") to an arm's length qualified party in accordance with Exchange Policies. The Finder's Warrants are non-transferable and exercisable at $0.15 per Share until August 12, 2027. All securities issued are subject to a four-month hold period pursuant to securities laws in Canada and, where applicable, the Exchange Hold Period, expiring on December 13, 2025.
Dr. Georg Pollert, a director and controlling shareholder of the Company, purchased an aggregate of 10,714,285 Units pursuant to the Private Placement. As a result, the issuance of these Shares pursuant to the Private Placement is considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101")). The Company relied upon the exemptions from the formal valuation and minority shareholder approval requirements set out in sections 5.5(a) and 5.7(a) of MI 61-101, respectively.
About Blue Star Gold Corp.
Blue Star is a mineral exploration and development company focused in Nunavut, Canada. Blue Star's landholdings total 300 square kilometres of highly prospective and underexplored mineral properties in the High Lake Greenstone Belt. The Company owns the Ulu Gold Project, comprised of the Ulu Mining Lease and Hood River Property, and the Roma Project. A significant high-grade gold resource exists at the Flood Zone deposit (Ulu Mining Lease), and numerous high-potential exploration targets (gold and critical minerals) occur throughout the Company's extensive landholdings, providing Blue Star with excellent resource growth potential. The site of the future deep-water port at Grays Bay is 40 - 100 km to the north of the properties, and the proposed route corridor for the all-weather Grays Bay Road passes close by the Roma and Ulu Gold Projects.
Blue Star is listed on the TSX Venture Exchange under the symbol: BAU, the U.S. OTCQB Venture Market under the symbol: BAUFF, and on the Frankfurt Exchange under the symbol: 5WP0. For information on the Company and its projects, please visit our website: www.bluestargold.ca.
For further information, please contact:
Grant Ewing, P. Geo., CEO
Telephone: +1 778-379-1433
Email: info@bluestargold.ca
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the Policies of the TSX-Venture Exchange) accepts responsibility for the adequacy or accuracy of this Release.
The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/262132
