Stuhini Welcomes Sprott as Strategic Investor

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Stuhini Announces $470,000 Private Placement

VANCOUVER, Aug. 16, 2019 /CNW/ - Stuhini Exploration Ltd. (TSX-V STU)  (the "Company" or "Stuhini") is pleased to announce a non-brokered private placement of up to 2,500,000 common shares in the capital of the Company ("Shares"). The Offering will consist of 1,000,000 Shares at a price of $0.17 per share to Mr. Eric Sprott, a strategic investor. The balance of the Offering, consisting of up to 1,500,000 Shares, will be offered to all other investors, including insiders of the Company, at a price of $0.20 per Share.

Aggregate gross proceeds of the Offering of up to $470,000 will be used by the Company to fund exploration and development activities at both the Metla Creek Property and the Ruby Creek Property (under option subject to regulatory and shareholder approval), and general administration and corporate purposes. There are no finders fees or commissions payable in relation to this Offering.

David O'Brien, President and Chief Executive Officer of Stuhini, commented: "On behalf of the Board of Directors, I would like to take this opportunity to welcome Mr. Eric Sprott, as an important new strategic shareholder.  Through this relationship, Stuhini gains a depth of knowledge and we look forward to working with his team to realize upon the full potential of this relationship."

It is anticipated that certain directors, officers and other insiders of the Company will acquire Shares under the Offering. Such participation will be considered to be "related party transactions" within the meaning of TSX Venture Exchange 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 Offering 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 interested parties, is expected to exceed 25% of the Company's market capitalization (as determined under MI 61‑101).   

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The Common Shares to be issued under the Offering will have a hold period of four months and one day from the Closing.

About Stuhini Exploration Ltd.

Stuhini is a mineral exploration company focused on the exploration and development of precious and base metals properties with its focus on the Metla Property located in northwestern British Columbia, Canada, approximately 150 kilometres south of the town of Atlin and the road accessible Ruby Creek Property located 20 kilometers northeast of Atlin.

The securities referred to in this news release 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 applicable securities laws of any state of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act) or persons in the United States unless registered under the U.S. Securities Act and any other applicable securities laws of the United States or an exemption from such registration requirements is available. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities within any jurisdiction, including the United States.

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of Canadian securities legislation. Such forward‑looking statements concern expected subscriptions and closing of the Offering, net proceeds from the Offering, the intended use of proceeds. Such forward‑looking statements or information are based on a number of assumptions 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; 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: 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 news release.

SOURCE Stuhini Exploration

David O'Brien, President & Chief Executive Officer, Telephone: [phone], Email: [email protected]