VANCOUVER, British Columbia, July 04, 2025 (GLOBE NEWSWIRE) — Stallion Uranium Corp. (the “Company” or “Stallion”) (TSX-V: STUD; OTCQB: STLNF; FSE: FE0) is pleased to announce that, further to the Company’s news releases dated May 14th, 2025 and May 21st, 2025, the TSX Venture Exchange (“TSX-V“) has approved the resumption of trading of the Company’s common shares. Trading will recommence on the TSX-V effective at markets’ open on July 7th, 2025. The Company is also pleased to announce that, further to its news release of November 28th, 2024, it has entered into a binding heads of agreement (the “Heads of Agreement”) dated June 7th, 2025 amongst 1503571 B.C Ltd. (“150 BC”), the remaining common shareholders of 150 BC (the “Shareholders”) and Resolution Minerals Ltd. (“RML”), an ASX Listed Issuer, pursuant to which RML shall acquire all of the issued and outstanding shares of 150 BC.
The approval follows the revocation of the previously announced Cease Trade Order (“CTO”) issued by the British Columbia Securities Commission on May 7th, 2025, as a result of the Company’s failure to file its audited annual financial statements, accompanying management discussion and analysis and certifications for the financial year ended December 31st, 2024 (the “Annual Filings“).
The CTO was issued under Multilateral Instrument 11-103 – Failure-To-File Cease Trade Orders In Multiple Jurisdictions and prohibits the trading or purchase by any person or company of any securities of the Company in each jurisdiction in Canada in which the Company is a reporting issuer for as long as the CTO remains in effect; however, the CTO provides an exception for beneficial securityholders of the Company who are not currently (and who were not as of May 7th, 2025) insiders or control persons of the Company who may sell securities of the Company if both of the following criteria are met: (a) the sale is made through a foreign organized regulated market, as defined in Section 1.1 of the universal market integrity rules of the Investment Industry Regulatory Organization of Canada; and (b) the sale is made through an investment dealer registered in a jurisdiction of Canada in accordance with applicable securities legislation.
Further, the Company announces that Winning Media LLC of Huston, Texas, provided marketing services through one ticker tag article via the Globe and Mail for a one-day term on February 28th, 2024, in consideration of a payment of USD$3,500. The services are no longer in effect and were not reviewed nor approved by the TSX-V at the time the services were provided as required by the policies of the TSX-V.
With stronger internal controls now in place, Stallion remains focused on unlocking the significant potential of its exploration portfolio in the prolific Athabasca Basin, recognized globally for its high-grade uranium deposits. The Company looks forward to providing further updates on its upcoming exploration activities in the near future.
Agreement to Sell Shares of 1503571 B.C. LTD.:
Pursuant to the Heads of Agreement, Stallion, along with the Shareholders have agreed to sell their common shares of 150 BC (the “150 BC Shares”) to RML (the “Transaction”). Stallion acquired its 11,111,111 150 BC Shares in connection with the optioning of the Horse Heaven Property, as described in its news release dated November 8th, 2024.
In connection with the Transaction, RML shall make the following payments to the Shareholders, on a pro rata basis in proportion to their shareholdings in 150 BC: (i) an aggregate of 444,812,889 fully paid ordinary shares in the capital of RML (“Consideration Shares”); (ii) an aggregate of 222,406,445 options to acquire fully paid ordinary shares in the capital of RML exercisable at A$0.018 each on or before July 31st 2028 (“Consideration Options”); (iii) pay the Shareholders an initial aggregate cash payment of A$600,000 on completion of the Transaction (“Completion”); and (ii) a second aggregate cash payment of A$400,000 payable within nine months of Completion.
Stallion’s pro rata interest in such consideration is anticipated to be: 59,466,963 Consideration Shares, 29,733,482 Consideration Options, and aggregate cash payments of A$145,033. The Consideration Shares shall be subject to contractual escrow whereby 25% shall be released on Completion, 25% on the three-month anniversary from Completion, 25% on the six-month anniversary from Completion, and the final 25% on the 12-month anniversary from Completion.
The Transaction is subject to due diligence, RML shareholder approval, regulatory approvals, and other customary conditions to closing. There can be no guarantee that the Transaction will be completed as anticipated, or at all. RML and the Shareholders are arm’s length parties to Stallion.
About Stallion Uranium Corp.
Stallion Uranium is working to ‘Fuel the Future with Uranium’ through the exploration of roughly 1,700 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.
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