STU Stuhini Exploration Ltd

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./

VANCOUVER, BC, Dec. 6, 2022 /CNW/ - Stuhini Exploration Ltd. (the "Company" or "Stuhini") (TSXV: STU) (OTCPK: STXPF) is pleased to announce a non-brokered private placement of up to 2,800,000 units of the Company ("Units") at a price of $0.23 per Unit (the "Issue Price") for gross proceeds to the Company of up to $644,000 (the "Private Placement"). The Company is pleased to advise that Eric Sprott has agreed to purchase $100,000 of Units under the Private Placement.

Each Unit will consist of one common share (each a "Common Share") of the Company and one half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each whole Warrant is exercisable into one Common Share at a price of $0.35 per Common Share for a period of two years following the closing of the Private Placement.

The net proceeds of the Private Placement will be used: (i) to fund the Company's exploration programs, including its four newly acquired mineral properties in south east Arizona; (ii) to fund the $300,000 cash option payment due December 31, 2022 under the option agreement pursuant to which the Company was granted a right to acquire a 100% interest in its Ruby Creek Property; and (iii) for general, corporate and administrative expenses.

In connection with the Private Placement, the Company may pay finders' fees in cash of up to 8% of the gross proceeds from the sale of Units placed by the finder and issue finder's warrants entitling the finder to purchase such number of Common Shares that is equal to up to 8% of the number of Units placed by the finder ("Finder's Warrants").  Each Finder's Warrant will entitle the holder thereof to acquire one Common Share at a price of $0.35 per Common Share for a period of two years following the closing of the Private Placement.

It is anticipated that certain directors, officers and other insiders of the Company will acquire Units under the Private Placement. Such participation will be considered to be "related party transactions" within the meaning of TSX Venture Exchange ("TSXV") Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61‑101") adopted in the Policy. The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61‑101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61‑101 in respect of related party participation in the Private Placement as neither the fair market value (as determined under MI 61‑101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves related parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61‑101).   

The Private Placement may close in multiple tranches and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSXV. All securities to be issued pursuant to the Private Placement will have a hold period of four months and one day from the closing of the Private Placement.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Stuhini is a mineral exploration company focused on the exploration and development of precious and base metals properties in western Canada and southwestern USA. The Company's portfolio of exploration properties includes its flagship, the Ruby Creek Property located approximately 20 km east of Atlin, British Columbia, the Que Project located approximately 70 km north of Johnson's Crossing in the Yukon, the South Thompson Project located approximately 35 km northwest of Grand Rapids, Manitoba and the Big Ledge Property located approximately 57 km south of Revelstoke, British Columbia, as well as its new portfolio of properties in south-east Arizona.

This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward‑looking statements concern, without limitation, the intended use of proceeds of the Private Placement. Such forward‑looking statements or information are based on a number of assumptions any of which may prove to be incorrect. Assumptions have been made regarding, among other things: conditions in general economic and financial markets; timing and amount of capital expenditures; favourable weather conditions including but not limited to snow, rainfall and forest fires, and effects of regulation by governmental agencies. The actual results could differ materially from those anticipated in these forward‑looking statements as a result of risk factors including, but not limited to: the availability of funds; the timing and content of work programs; results of exploration activities of mineral properties; the interpretation of drilling results and other geological data; and general market and industry conditions. Forward‑looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statements were made. The Company undertakes no obligation to update or revise any forward-looking statements included in this news release if these beliefs, estimates and opinions or other circumstances should change, except as otherwise required by applicable law.

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.

SOURCE Stuhini Exploration Ltd.