GOVERNANCE
Our board of directors has the primary responsibility for implementing and ensuring corporate governance responsibilities to promote a culture of integrity throughout the Corporation. Our governance policies ensure we conduct ourselves and our business in a responsible and ethical manner and that our governance practices are in the best interest of our shareholders. The Company continually reviews its practices and policies with a view to make meaningful improvements resulting in improved standards of corporate governance.
Environmental Awareness
Sound environmental, safety and occupational health management practices are in the best interests of Nighthawk, its employees, officers, directors, shareholders and the communities in which it operates. Nighthawk is committed to conducting its business in accordance with recognized industry standards and to meeting or exceeding all applicable environmental and occupational health and safety laws and regulations.
Technical, Health, Safety, and Environmental Charter
Constating Documents
Articles of Incorporation
By-Laws of the Company
Charter & Policies (December 2022)
Mandate of the Board
Mandate of the Board
Mandate of the Board
Mandate of the Board
Mandate of the Board
LEGAL
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS WEBSITE
This website is owned and operated by STLLR Gold Inc. (“STLLR ”, or the “Company”). STLLR makes no representation, warranty or guarantee as to, and is not responsible for, the accuracy or completeness of the information provided on this site. The views provided on this site are based on estimates and assumptions that are subject to significant business, economic, regulatory and competitive uncertainties. STLLR is not liable to any recipient or third party for the use of or reliance on the information contained on this site. Furthermore, you may not modify or reproduce in any form, electronic or otherwise, any information on this site, except for personal use unless you have obtained our express permission. The information provided on this site is for informational purposes only and does not constitute a recommendation or take into account the particular investment objectives, financial situations, or needs of individual investors. STLLR strongly advises you consult your investment professional before making financial decisions. By using this website, you acknowledge and agree to the terms and conditions below. If you do not agree to them, do not use the website or download any materials from it.
CAUTIONARY NOTES REGARDING FORWARD-LOOKING INFORMATION
This website contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the Transaction and its completion, including the potential optionality and synergies of the new Company, the respective Mineral Resource Estimates for the Tower Gold Project and Colomac Gold Project, the Tower PEA and Colomac PEA and the potential extractability of the open-pit and underground mineralization, the potential expansion of Mineral Resource Estimates of the Projects, the potential for the economics of the Projects to be realized and to improve, the potential for higher-grade assay results for the Projects, the potential for the Projects to be developed, the large-scales and robust natures of the Colomac PEA and Tower PEA, the advancement of the Colomac PEA and Tower PEA towards a higher-level economic study, the continued exploration and drilling initiatives and having the necessary funding required to complete these initiatives, the prospectivity of exploration targets, and the advancement of the Projects towards a development decision. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “accelerate”, “add” or “additional”, “advancing”, “anticipates” or “does not anticipate”, “appears”, “believes”, “can be”, “conceptual”, “confidence”, “continue”, “convert” or “conversion”, “deliver”, “demonstrating”, “estimates”, “encouraging”, “expand” or “expanding” or “expansion”, “expect” or “expectations”, “fast-track”, “forecasts”, “forward”, “goal”, “improves”, “increase”, “intends”, “justification”, “plans”, “potential” or “potentially”, “pro-forma”, “promise”, “prospective”, “prioritize”, “reflects”, “re-rating”, “scheduled”, “stronger”, “suggesting”, “support”, “updating”, “upside”, “will be” or “will consider”, “work towards”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, or “will be taken”, “occur”, or “be achieved”. Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of STLLR to be materially different from those expressed or implied by such forward-looking information, including risks associated with required regulatory approvals, the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, the ongoing wars and their effect on supply chains, environmental risks, COVID-19 and other pandemic risks, permitting timelines, capex, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in STLLR'S annual information form for the year ended December 31, 2023, available on www.sedarplus.ca. Although STLLR has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. STLLR do not undertake to update any forward-looking information, except in accordance with applicable securities laws.
CAUTIONARY STATEMENT REGARDING MINERAL RESOURCE ESTIMATES
Until mineral deposits are actually mined and processed, Mineral Resources must be considered as estimates only. Mineral Resource estimates that are not Mineral Reserves and have not demonstrated economic viability. The estimation of Mineral Resources is inherently uncertain, involves subjective judgement about many relevant factors and may be materially affected by, among other things, environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant risks, uncertainties, contingencies and other factors described in the Company’s public disclosure available on SEDAR+ (www.sedarplus.ca). The quantity and grade of reported “Inferred” Mineral Resource estimates are uncertain in nature and there has been insufficient exploration to define “Inferred” Mineral Resource estimates as an “Indicated” or “Measured” Mineral Resource and it is uncertain if further exploration will result in upgrading “Inferred” Mineral Resource estimates to an “Indicated” or “Measured” Mineral Resource category. The accuracy of any Mineral Resource estimates is a function of the quantity and quality of available data, and of the assumptions made and judgments used in engineering and geological interpretation, which may prove to be unreliable and depend, to a certain extent, upon the analysis of drilling results and statistical inferences that may ultimately prove to be inaccurate. Mineral Resource estimates may have to be re-estimated based on, among other things: (i) fluctuations in mineral prices; (ii) results of drilling, and development; (iii) results of future test mining and other testing; (iv) metallurgical testing and other studies; (v) results of geological and structural modeling including block model design; (vi) proposed mining operations, including dilution; (vii) the evaluation of future mine plans subsequent to the date of any estimates; and (viii) the possible failure to receive required permits, licenses and other approvals. It cannot be assumed that all or any part of a “Inferred” or “Indicated” Mineral Resource estimate will ever be upgraded to a higher category. The Mineral Resource estimates disclosed in this news release were reported using Canadian Institute of Mining, Metallurgy and Petroleum Definition Standards for Mineral Resources and Mineral Reserves (the “CIM Standards”) in accordance with National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (“NI 43-101”).
CAUTIONARY STATEMENT REGARDING THE TOWER PEA AND COLOMAC PEA
The reader is advised that the Tower PEA and Colomac PEA referenced in this website are only conceptual studies of the potential viability of the Projects’ mineral resource estimates, and the economic and technical viability of the Projects and their respective estimated mineral resources have not been demonstrated. The Tower PEA and Colomac PEA are preliminary in nature and provides only an initial, high-level review of the Projects’ potential and design options; there is no certainty that the Tower PEA and Colomac PEA will be realized. The Tower PEA and Colomac PEA conceptual mine plans and economic models include numerous assumptions and mineral resource estimates including Inferred mineral resource estimates. Inferred mineral resource estimates are too speculative geologically to have any economic considerations applied to such estimates. There is no guarantee that Inferred mineral resource estimates will be converted to Indicated or Measured mineral resources, or that Indicated or Measured resources can be converted to mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability, and as such there is no guarantee the Projects economics described herein will be achieved. Mineral resource estimates may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant risks, uncertainties, and other factors, as more particularly described in these Cautionary Statements.
CAUTIONARY STATEMENT TO U.S. VISITORS
This website uses the terms “Mineral Resource”, “Indicated Mineral Resource” and “Inferred Mineral Resource” as defined in the CIM Standards in accordance with NI 43-101. While these terms are recognized and required by the Canadian Securities Administrators in accordance with Canadian securities laws, they may not be recognized by the United States Securities and Exchange Commission. The Mineral Resource estimates and related information in this website may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
QUALIFIED PERSONS
John McBride, P.Geo., VP Exploration for STLLR, is a member of the Professional Geoscientist of Ontario (“PGO”), and the Northwest Territories Association of Professional Engineers and Geoscientists (“NAPEG”), the Vice President of Exploration with STLLR, who is the “Qualified Person” as defined by NI 43-101, has reviewed and approved of the scientific and technical disclosure contained in this website.
NO INCORPORATION BY REFERENCE
No information included herein shall be deemed to be incorporated by reference into any of STLLR’s regulatory filings, unless expressly indicated in any such filings. In addition, no information shall be incorporated by reference into this website, unless otherwise specified.
WEBSITE PROTECTED BY COPYRIGHT
Certain materials (including graphics, icons, HTML, javascripts, color schemes, multimedia, logos, photographs, copywriting, et al) that appear on this website are the property of STLLR and copyrighted by same. Other materials on this website not originally produced by us (some audio, video, trademarks, et al) are copyrighted by their respective creators/owners and appear here either by permission, example or as public domain reference material. Trademarks may be registered in Canada and in other countries, as applicable. The display of trademarks on pages at this website does not imply that a license of any kind has been granted. Materials may not be copied, reproduced, modified, uploaded, posted, transmitted, or distributed in any way without our prior written approval. Any unauthorized downloading, re-transmission or other copying or modification of trademarks and/or the contents herein may be a violation of federal or common law, trademark and/or copyright laws and could subject the copier to legal action.
EXCLUSION OF LIABILITY
STLLR shall not be liable for any claims, expenses, damages (including direct, indirect, special, incidental, punitive or consequential damages), loss of profits, opportunities or information arising from:
1. The use of or reliance on information contained in this website;
2. Any inaccuracy or omission in such information or failure to keep the information current;
3. Use of any third party websites linked to this website;
4. Any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website;
5. Any delays, inaccuracies or errors in, or in the transmission of, any stock price quotes or historical price data; and
6. Any other matter connected with this website; even if STLLR is made aware of the possibility of such claims, expenses, damages or losses.
NOT RESPONSIBLE FOR INTERNET SOFTWARE OR COMPUTER VIRUSES
Due to technical difficulties inherent on the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information, contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. STLLR shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.
NOT RESPONSIBLE FOR LINKED WEBSITES
STLLR provides links to third party websites for your convenience only and the inclusion of these links does not imply that STLLR monitors or endorses these websites. Accordingly, STLLR accepts no responsibility for such websites, or any link or reference contained in any such third party website.
WEBSITE IS PROVIDED AS A SERVICE ONLY
This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by STLLR to that effect. The information on this website is not intended to modify, qualify, supplement or amend information disclosed under corporate and securities legislation of any jurisdiction applicable to the Companyh and should not be used for the purpose of making investment decisions concerning STLLR securities.
STOCK QUOTES
All quotes are delayed at least 15 minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third-party service providers and are provided for informational purposes only and are not intended for trading purposes. The Company makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of the information provided herein. Under no circumstances will STLLR be liable for any inaccuracies or omissions in any such stock information or data, any delays or errors in the transmission thereof, or any loss or direct, indirect, incidental, special or consequential damages caused by reliance on this information or the risks arising from the stock market.
PRIVACY POLICY
STLLR respects your privacy and will not sell or provide any personal information you have provided without obtaining specific prior consent.
COOKIES DISCLAIMER
STLLR has social media channels that utilize first and third-party vendor remarketing tracking cookies, including the Google Ads tracking cookie, Facebook, LinkedIn and Twitter remarketing cookies. This means we will show ads to you across the Internet, specifically on the Google Content Network (GCN), Facebook, LinkedIn and Twitter. As always we respect your privacy and are not collecting any identifiable information through the use of Google’s or any other third party remarketing system. The first and third-party vendors, including Google, whose services we use — will place cookies on web browsers in order to serve ads based on past visits to our website. This allows us to make major announcements and continue to market our services to those who have shown interest in our service. You may opt out of the automated collection of information by third-party ad networks for the purpose of delivering advertisements tailored to your interests, by visiting the consumer opt-out page for the Self-Regulatory Principles for Online Behavioural Advertising at http://www.aboutads.info/choices/ and edit or opt-out your Google Display Network ads’ preferences at http://www.google.com/ads/preferences/.”
WHISTLEBLOWER INFORMATION
Employees and members of the public may report complaints relating to violations stated in our Code of Conduct, or any of our policies as well as providing positive suggestions using STLLR’s confidential reporting hotline or online Web Intake form, which are provided by an independent third-party service provider, so that complaints can be reported in a confidential manner and, if requested, will be treated anonymously.
You should submit a complaint, in accordance with the procedures described below, if you believe that any employee, officer or director of the Company, or any agent or representative of the Company, may have engaged in, or is about to engage in, any conduct which may be:
(a) a violation of the Code or any internal policy or code of practice;
(b) a violation of, or otherwise affect the accuracy of Moneta's accounting records or compromise Moneta's system for gathering and recording accounting information;
(c) bring into question the independence of Moneta's relationship with its outside auditor;
(d) a violation of any applicable law or regulation;
(e) corruption, mismanagement or fraud;
(f) a danger to worker health and safety, the environment or the public; or
(g) any other suspected wrongdoing, including conduct prohibited under the Code of Business Conduct and Ethics.
A violation or suspected violation made in good faith should be reported to your immediate supervisor. If you have reported a violation or suspected violation to your supervisor and they have not dealt with it, or you do not feel comfortable discussing the incident with your supervisor, you should contact the Chairman of the Audit Committee of the Company as per the Whistleblower reporting procedure outlined below.
Mailed complaints should be marked “Personal and Confidential” and sent to the following address:
C/O STLLR Gold Inc.
Integrity Counts
Attn: Chairman of the Audit Committee - Blair Zaritzky CPA, CA
PO Box 91880, West Vancouver, BC, V7V 4S4
STRICTLY PRIVATE AND CONFIDENTIAL
The Whistleblower Hotline is provided through Integrity Counts, a reporting service that the Company has set up for this purpose. This service enables individuals to submit a confidential and anonymous report.
(a) By internet: Individuals can go to www.integritycounts.ca/org/stllr and follow the directions on the screen to submit a report using the website.
(b) By phone: In North America Call: 1-866-921-6714 .
(c) By Email: moneta@integritycounts.ca
(d) By Fax: 604-926-5668
Complaints should identify as many relevant facts as possible, including, if applicable: (i) the date(s) relevant to the identified concern; (ii) the name of any persons involved in the identified activity; (iii) the specific facts that give rise to the concerns expressed; and (iv) any suggestions for resolving or dealing with the problems or issues identified. Following initial review by one or both of the above specified persons, all complaints that warrant action or further consideration will be delivered to all members of Moneta’s Audit Committee.
The Company shall retain a record of a complaint or submission received for a period of seven years following resolution of the complaint or submission.