St. Augustine Announces Acquisition of Remaining Interest in KingKing Copper Gold Project

Rhea-AI Summary

St. Augustine Gold and Copper Limited (TSX: SAU) has announced an agreement to acquire the remaining interest in the KingKing Copper Gold Project from National Development Corporation (Nadecor) in the Philippines. The acquisition will be financed through a $9,018,750 convertible note that can be converted into 185,000,000 company shares at $0.004875 per share. The note is interest-free and must be converted within 6 months. The deal involves acquiring all shares of Nadecor's subsidiary Kingking Mining Limited, which holds the project's exploration and development rights. The transaction, subject to Toronto Stock Exchange approval, is expected to close around May 26, 2025. Both parties believe consolidating ownership will streamline project development.

Positive

• Full ownership consolidation of the KingKing Copper Gold Project, streamlining development decisions
• No immediate cash outlay required through the use of convertible notes
• Interest-free convertible note structure benefits the company's cash flow

Negative

• Significant shareholder dilution with potential addition of 185 million new shares
• 6-month mandatory conversion period could pressure share price

Singapore, Singapore--(Newsfile Corp. - May 19, 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 co-venture partner National Development Corporation ("Nadecor") to acquire the balance of the KingKing Copper Gold Project (the "Project") located in the Philippines. The Company will issue a convertible note to Nadecor in the amount of $9,018,750, convertible into 185,000,000 million Company shares at a deemed price of $0.004875. In return St. Augustine will acquire all the outstanding of shares of Nadecor's subsidiary Kingking Mining Limited, which holds the exploration and development rights to the Project.

The note bears no interest and is structured to be assignable by Nadecor, including to its shareholders, at its discretion. Conversion must take place within 6 months.

Closing of the placement is expected to occur on or about May 26, 2025 and is subject to the approval of the Toronto Stock Exchange as well as other customary closing conditions.

The parties feel that it will be easier to develop the Project with this transfer of Nadecor's interest into one entity.

About St. Augustine

St. Augustine (SAU) 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 nor 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/252617

FAQ

What is the value of St. Augustine's acquisition of the remaining KingKing Project interest?

The acquisition is valued at $9,018,750, to be paid through a convertible note that can be converted into 185,000,000 company shares at $0.004875 per share.

When will St. Augustine's KingKing Project acquisition close?

The acquisition is expected to close around May 26, 2025, subject to Toronto Stock Exchange approval and other customary closing conditions.

What are the terms of the convertible note issued by St. Augustine (SAU)?

The convertible note is interest-free, must be converted within 6 months, and can be converted into 185,000,000 shares at $0.004875 per share. It is assignable by Nadecor to its shareholders.

How will this acquisition affect St. Augustine's ownership of the KingKing Project?

The acquisition will give St. Augustine full ownership of the KingKing Copper Gold Project through acquiring all shares of Nadecor's subsidiary Kingking Mining Limited.