Stearman Resources Announces Extension of Warrant Expiry Date

Stearman Resources Issues Update on Warrant Amendments

Stearman Resources Inc. (“Stearman” or the “Company”) has provided an update on its outstanding warrants. Effective September 30, the Company plans to extend the expiry date of 6,000,000 common share purchase warrants. The new expiry date will be September 30 of the following year, and this extension is subject to acceleration provisions described below.

Details of the Warrant Amendments

Under the proposed amendments (the “Warrant Amendments”), the exercise price for these warrants will be adjusted to $0.06. In line with Canadian Securities Exchange (“CSE”) policy, only a limited portion of insider-held warrants may be repriced—up to 10% of the total held by insiders. Two directors and officers of the Company collectively hold 1,200,000 of the affected warrants. To comply with the policy, half of the warrants held by each of these insiders will be repriced to $0.06, while the remaining half will keep their original $0.10 exercise price.

How the Acceleration Provision Works

The Warrant Amendments include an “Acceleration Provision.” If the Company’s shares close above $0.075 for ten consecutive trading days, a countdown begins: the affected warrants will automatically expire 37 days after that threshold is met unless exercised before then. In short, once the trigger is hit, the clock starts. The intent is to encourage timely exercise while balancing the interests of the Company and its shareholders.

Related Party Transaction and Exemptions

Because the amendments involve individuals who are both directors and officers, the Warrant Amendments are considered a “related party transaction” under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company intends to rely on the exemptions from the formal valuation and minority approval requirements found in Sections 5.5(a) and 5.7(1)(a) of MI 61-101. These exemptions are available because the fair market value of the amendments relating to the directors and officers does not exceed 25% of the Company’s market capitalization.

Questions or Follow-Up

Stearman remains committed to clear communication and invites questions about the Warrant Amendments. For more information, please contact Howard Milne, Chief Executive Officer, at 604-377-8994 or via email.

Frequently Asked Questions

What are the key changes to the warrants announced by Stearman Resources?

The Company plans to extend the expiry date of 6,000,000 common share purchase warrants to September 30, 2025, and to amend the exercise price to $0.06. The extension is subject to an acceleration feature that could shorten the term if certain trading conditions are met.

Who is affected by the Warrant Amendments?

Two directors and officers who collectively hold 1,200,000 warrants are directly affected by the repricing rules. To comply with CSE policy, half of each insider’s warrants will be repriced to $0.06, and the other half will remain at the original $0.10 exercise price. All affected warrants are included in the overall expiry extension and subject to the acceleration terms.

What happens if the share price exceeds the specified amount?

If the Company’s shares close above $0.075 for ten consecutive trading days, the acceleration trigger is met. From that point, the related warrants will expire 37 days later unless exercised within that window.

Is this transaction considered a related party transaction?

Yes. Because directors and officers are involved, the amendments qualify as a related party transaction under MI 61-101. The Company expects to rely on exemptions in Sections 5.5(a) and 5.7(1)(a) since the fair market value of the insider-related amendments is not more than 25% of the Company’s market capitalization.

How can investors contact Stearman Resources for more information?

Investors can reach Howard Milne, CEO, at 604-377-8994 or by email for further details about the Warrant Amendments.

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