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NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Stallion Uranium Corp. (the " Company " or " Stallion " ) ( TSX-V: STUD ; OTCQB: STLNF ; FSE: FE0 ) is pleased to announce a non-brokered private placement of up to 13,000,000 common shares (the " Shares ") at a price of CDN$0.10 per Share for gross proceeds of up to CDN$1,300,000 (the " Offering ").
Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 "), up to 12,000,000 Shares (the " LIFE Securities ") will be offered pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the " Listed Issuer Financing Exemption "). The Shares issued issuable pursuant to the sale of the LIFE Securities shall be freely tradeable under applicable Canadian securities legislation if sold to purchasers resident in Canada.
Up to 1,000,000 Shares (the " Non-LIFE Securities ") will be offered by way of the " accredited investor " exemption under NI 45-106 in the United States on a private placement basis pursuant to one or more exemptions from the registration requirements of the U.S. Securities Act. The Shares issuable pursuant to the sale of the Non-LIFE Securities will be subject to a hold period ending on the date that is four months plus one day following the closing date of the Offering under applicable Canadian securities laws.
The Offered securities described in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any United States state securities laws, and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities in the United States, not in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
The terms " Unites States " and " U.S. person " used herein are as defined in Regulation S under the U.S. Securities Act.
The Company may pay finder's fees and/or commissions to eligible persons in connection with the Offering in accordance with applicable securities laws and the policies of the TSX Venture Exchange (the " TSX-V ").
The net proceeds of the Offering will be used for corporate purposes and exploration expenditures on the Company's properties.
Closing of the Offering is subject to certain conditions customary for transactions of this nature, including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX-V. Closing of the Offering is anticipated to take place on or before April 18, 2025 (the " Closing Date ").
The securities of the Company have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States, or to or for the account or benefit of any person in the United States, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any common shares in the United States, or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About Stallion Uranium Corp.
Stallion Uranium is working to ‘Fuel the Future with Uranium' through the exploration of roughly 2,700 sq/km in the Athabasca Basin, home to the largest high-grade uranium deposits in the world. The company, with JV partner Atha Energy holds the largest contiguous project in the Western Athabasca Basin adjacent to multiple high-grade discovery zones and deposits.
Our leadership and advisory teams are comprised of uranium and precious metals exploration experts with the capital markets experience and the technical talent for acquiring and exploring early-stage properties. For more information visit stallionuranium.com .
On Behalf of the Board of Stallion Uranium Corp.
Matthew Schwab
CEO and Director
Corporate Office:
700 - 838 West Hastings Street,
Vancouver, British Columbia,
V6C 0A6
T: 604-551-2360
info@stallionuranium.com
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.
This news release contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation (collectively, "forward-looking statements") that relate to the Company's current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward-looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this material change report should not be unduly relied upon. These statements speak only as of the date they are made.
Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond the Company's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Company to predict all of them or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement .
