St Charles Resources Inc. announced a non-brokered private placement of up to 11,666,667 at a price of CAD 0.30 per unit for gross proceeds of up to CAD 3,500,000 on May 11, 2023. Each unit will consist of one common share of the company and one-half of one common share purchase warrant. Each warrant shall entitle the holder to purchase one common share of the company at a price of CAD 0.40 at any time on or before that date which is eighteen months after the closing date of the transaction.

The company has agreed to pay a finder's fee to arm's length parties for services rendered in respect of the transaction. The finder's fee will consist of a cash fee equal to 7.0% of the gross proceeds from the sale of units sold to third parties sourced by the finders, and finder's warrants equal in number to 7.0% of the units sold to third parties sourced by the finders. Each finder's warrant will entitle the holder to acquire one additional common share of the company at an exercise price of CAD 0.40 until the date which is 18 months from the closing date of the transaction.

The transaction is scheduled to close on or about June 14, 2023 and is subject to certain conditions including, but not limited to, receipt of all necessary approvals including the approval of the TSX Venture Exchange. The units, shares and warrants shares will have a hold period ending on the day that is four months and one day following the closing date.