St. Augustine Announces a Debt Conversion of CAD$1,670,207

Rhea-AI Summary

St. Augustine Gold and Copper Limited has announced a debt conversion agreement with its major shareholder Queensberry Mining and Development Corp. The agreement involves converting CAD$1,670,207 of debt into 25,306,166 common shares at CAD$0.066 per share. After the conversion, Queensberry will hold 525,763,405 shares, representing approximately 52% ownership of St. Augustine. The debt conversion is expected to close around June 9, 2025, subject to Toronto Stock Exchange approval. The transaction qualifies as a related party transaction under MI 61-101, but is exempt from minority shareholder approval and formal valuation requirements as it represents less than 25% of the company's market capitalization.

Positive

• Elimination of CAD$1,670,207 in debt from the company's balance sheet
• Strengthens the company's financial position by converting debt to equity
• No cash outlay required for debt repayment

Negative

• Dilution of existing shareholders as 25,306,166 new shares will be issued
• Increased control by Queensberry, reaching 52% ownership of the company
• Transaction represents a related party deal with the major shareholder

Singapore, Singapore--(Newsfile Corp. - June 2, 2025) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") is pleased to announce that it has entered into an agreement with its creditor and major shareholder, Queensberry Mining and Development Corp. ("Queensberry"), whereby the Company has agreed to convert CAD$1,670,207, being the total amount owed to Queensberry, into 25,306,166 common shares of the Company ("Common Shares") at a deemed issue price of CAD$0.066 per Common Share (the "Debt Conversion"). Following completion of the Debt Conversion, Queensberry will hold 525,763,405 Common Shares, representing approximately 52.0% of the issued and outstanding Common Shares of the Company.

Closing of the Debt Conversion is expected to occur on or about June 9, 2025. The Debt Conversion is subject to the approval of the Toronto Stock Exchange.

The Debt Conversion is a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on an exemption from the minority shareholder approval and formal valuation requirements of MI 61-101 due to the fact that the value of the transaction does not represent greater than 25% of the market capitalization of the Company.

The Company has not filed a material change report 21 days prior to the closing of the Debt Conversion as no agreement to that effect was in place at that time.

About St. Augustine

St. Augustine (SAU.T) is a TSX-listed mining company focused on the development of the King-king Copper-Gold Project. The Project is one of the largest undeveloped copper-gold deposits in the world and is listed as a top three-priority mining project by the Philippine government.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement includes certain "forward-looking statements" within the meaning of Canadian securities legislation. All statements, other than statements of historical fact included herein are forward looking statements. Forward-looking statements involve various risks and uncertainties and are based on certain factors and assumptions. While we consider these assumptions to be reasonable based on currently available information, they may prove to be incorrect. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking information is also subject to certain factors, including risks and uncertainties, that could cause actual results to differ materially from the Company's current expectations, including changes in market conditions, governmental or regulatory developments and general economic conditions. Other risks and uncertainties related to the Company are disclosed under the heading "Risk Factors" in the Company's Annual Information Form dated March 31, 2025 and filed with Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.ca. Forward-looking information contained in this announcement is based on our current estimates, expectations and projections, which we believe are reasonable as of the current date. You should not place undue importance on forward-looking information and should not rely on this information as of any other date. While we may elect to, we are under no obligation and do not undertake to update this information at any particular time except as required by applicable securities law.

For more Information:

Lenna Mae Leopoldo
Investor and Public Relations Contact
T: +6382 225 0884 
E: lleopoldo@kingking.ph 

ST. AUGUSTINE CORPORATE
HEADQUARTERS
No. 21, Greenwood Lane
Singapore, 286949

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254175

FAQ

What is the value of St. Augustine's debt conversion agreement with Queensberry?

St. Augustine is converting CAD$1,670,207 of debt into common shares at CAD$0.066 per share.

How many shares will Queensberry own after the debt conversion in St. Augustine (RTLGF)?

After the debt conversion, Queensberry will own 525,763,405 common shares, representing approximately 52% of St. Augustine.

What is the conversion price per share for St. Augustine's debt conversion?

The debt is being converted at a deemed issue price of CAD$0.066 per common share.

When is the expected closing date for St. Augustine's debt conversion?

The debt conversion is expected to close on or about June 9, 2025, subject to Toronto Stock Exchange approval.

Why doesn't St. Augustine need minority shareholder approval for this transaction?

The transaction is exempt from minority shareholder approval as it represents less than 25% of the company's market capitalization.