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Stallion Uranium Corp. (the " Company " or " Stallion " ) ( TSX-V: STUD ; OTCQB: STLNF ; FSE: FE0 ) is pleased to announce that, further to its news releases dated April 1, 2025 and April 8, 2025, it has closed a non-brokered private placement for aggregate gross proceeds of CDN$1,450,000 (the " Offering ").
The Company has allotted and issued 14,500,000 common shares (the " Shares ") at a price of CDN$0.10 per Share. 12,000,000 Shares were issued pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 - Prospectus Exemptions (" NI 45-106 ") (the " Listed Issuer Financing Exemption ") and are immediately freely tradeable under applicable Canadian securities legislation. 2,500,000 Shares were issued pursuant to the " accredited investor " exemption under NI 45-106 and are 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.
Pursuant to the Offering, the Company has paid a total of $72,700 and issued an aggregate 791,000 finder's warrants to arm's-length parties, with each non-transferable finder's warrant exercisable at any time prior to the date that is 36 months from the closing date to acquire Shares at an exercise price of CDN$0.20 per Share.
The net proceeds of the Offering will be used for corporate purposes and exploration expenditures on the Company's properties. The Offering is subject to the final approval of the TSX Venture Exchange.
Stallion's largest shareholder, Matthew J. Mason, purchased 4,000,000 Shares in the Offering and upon completion of the Offering, Mr. Mason holds 12.99% ownership of Stallion on an undiluted basis and 13.3% on a partially-diluted basis. For more information, please see the early warning report filed by Mr. Mason under the Company's SEDAR+ profile at www.sedarplus.ca.
Matthew Schwab, Director and Chief Executive Officer of the Company, participated in the Offering by subscribing for 250,000 shares for gross proceeds of $25,000. The issuance of the Shares to the insider of the Company is considered a related party transaction subject to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the participation by the insider will not exceed 25% of the fair market value of the Company's market capitalization.
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.
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 .
