Stuhini Exploration Ltd. (TSX-V: STU) (OTCPK: STXPF) is pleased to announce that it has closed the second tranche of its non-brokered private placement previously announced on December 6, 2022 and upsized on December 15, 2022 for gross proceeds of the second tranche to the Company of $474,218. The total aggregate gross proceeds raised under the first and second tranches of the Private Placement is $1,380,000.

Under the second tranche of the Private Placement, the Company has issued a total of 2,061,817 units of the Company at a price of $0.23 per Unit. Each Unit consists of one common share of the Company and one half of one Common Share purchase warrant. Each whole Warrant is exercisable into one Common Share at a price of $0.35 per Common Share until January 13, 2025.

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 (paid) 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 closing of the second tranche of the Private Placement, the Company paid finders’ fees in cash totaling $9,225.76 to Canaccord Genuity Corp., PI Financial Corp. and Red Cloud Securities Inc. representing 8% of the gross proceeds from the sale of Units placed by the Finders, and issued to the Finders a total of 40,112 non-transferable finder’s warrants, representing 8% of the Units placed by such Finders. Each Finder’s Warrant entitles the holder thereof to acquire one Common Share at a price of $0.35 per Common Share until January 13, 2025.

An insider of the Company purchased or acquired direction and control over a total of 87,000 Units under the second tranche of the Private Placement. Such participation is considered to be a “related party transaction” within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions adopted in the Policy. The Company has relied 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 first tranche of 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, exceeds 25% of the Company’s market capitalization (as determined under MI 61–101).

All securities issued pursuant to the second tranche of the Private Placement are subject to a hold period of four months and one day expiring on May 14, 2023.  The Private Placement is subject to final approval of the TSXV.

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.

About Stuhini Exploration Ltd.

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; the Big Ledge Property located approximately 57 km south of Revelstoke, British Columbia; and its new portfolio of 4 properties in southeast Arizona.