Stikine Announces Flow-through and Unit Private Placement

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S./

TSX-V:SKY

VANCOUVER, May 25 /CNW/ - Stikine Gold Corporation (TSX-V:SKY) (the "Company") announces that it has entered into an agreement with a syndicate led by Stonecap Securities Inc. (the "Agents"), whereby the Agents have agreed to sell, on a best efforts basis, (i) a minimum of 10,000,000 and maximum of 15,000,000 flow-through common shares (the "Flow-Through Common Shares") of the Company at a price of $0.20 per Flow-Through Common Share for gross proceeds of $2,000,000 to $3,000,000 and (ii) up to 5,000,000 units (the "Units") of the Company at a price of $0.20 per Unit for gross proceeds of up to $1,000,000, for aggregate gross proceeds of up to $4,000,000 (the "Offering").

Each Unit shall consist of one common share and one-half of one common share purchase warrant (the "Warrants"), with each whole Warrant entitling the holder thereof to acquire one common share of the Company at $0.25 for 18 months following closing. In the event that the closing sale price of the common shares of the Company on the TSX Venture Exchange is greater than $0.50 for a period of 20 consecutive trading days at any time after the closing, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire on the 30th day after the date on which such notice is given by the Company.

The Company has granted the Agents an option to purchase up to an additional 15% of the Units at the Unit issue price exercisable up to 48 hours prior to closing of the Offering for additional gross proceeds of up to $150,000.

The gross proceeds from the sale of the Flow-Through Common Shares will be used at the Company's silica projects in northeastern British Columbia. The net proceeds from the sale of the Units shall be used for working capital and for general corporate purposes.

The Offering will be made by way of private placement to accredited investors in all provinces of Canada. The Offering is expected to close on or about June 15, 2010, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities. The Flow-Through Common Shares and Units will be subject to a four-month hold period.

    
                           STIKINE GOLD CORPORATION

                              "Scott Broughton"

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                 Scott Broughton, P.Eng. - President and CEO
    

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, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.

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.

Some of the statements contained in this release are forward-looking statements, such as estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.

For further information: Investor Relations, Tel: [phone], Fax: [phone], Email: [email protected], Web: www.stikinegold.com