St. Augustine Announces Closing of Private Placement

Rhea-AI Summary

St. Augustine Gold and Copper (TSX: SAU, OTC: RTLGF) closed a private placement on December 11, 2025 raising $1,204,500 through the sale of 16.5 million units. Each unit comprises one common share and two five-year warrants exercisable at $0.11, subject to certain development milestones. Non-interested shareholders approved the placement at a September 12, 2025 special meeting.

The sole subscriber was an entity controlled by director/officer Nicolaos Paraskevas, making the transaction a related-party deal under MI 61-101; because the value was under 25% of market capitalization, the company relied on valuation exemptions under TSX rules.

Positive

• $1.2045M gross proceeds raised
• Issued 16.5M units to investors
• Warrants: 2 per unit, exercisable at $0.11 for 5 years
• Non-interested shareholders approved on Sept 12, 2025

Negative

• Sole subscriber was a related party controlled by director/officer Nicolaos Paraskevas
• Potential dilution of 16.5M shares plus 33M warrants
• Company relied on TSX valuation exemptions because transaction <25% market cap

News Market Reaction – RTLGF

-1.15%

1 alert

-1.15% News Effect

On the day this news was published, RTLGF declined 1.15%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Private placement proceeds: $1,204,500 Units issued: 16.5 million units Warrant exercise price: $0.11 +3 more

6 metrics

Private placement proceeds $1,204,500 Closed insider-led private placement

Units issued 16.5 million units Each unit one share and two warrants

Warrant exercise price $0.11 Per share, exercisable for 5 years if milestones met

Warrant term 5 years Exercise period for each warrant

Related party threshold 25% Transaction value below 25% of company market capitalization

Shareholder meeting date September 12, 2025 Non-interested shareholders approved this private placement

Market Reality Check

Price: $0.2008 Vol: Volume 10,000 versus 20-d...

normal vol

$0.2008 Last Close

Volume Volume 10,000 versus 20-day average volume of 12,949 ahead of this announcement. normal

Technical Price at 0.2348, trading above 200-day MA of 0.14, between 52-week high 0.64 and low 0.0016.

Peers on Argus

Peers in Other Industrial Metals & Mining showed mixed moves, from -6.81% (REEMF...

Peers in Other Industrial Metals & Mining showed mixed moves, from -6.81% (REEMF) to +2.94% (PMETF), suggesting no clear sector-wide trend tied to this financing news.

Historical Context

5 past events · Latest: Sep 18 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Sep 18	Private placement approval	Positive	+29.5%	Shareholders approved stock option plan and Paraskevas-linked private placement.
Jul 31	Project PFS update	Positive	+51.5%	Updated PFS showed strong NPV, IRR and large copper-gold reserves.
Jul 25	Private placement closing	Positive	+10.0%	Closed $24.9M share financing for feasibility and project funding.
Jul 24	Management changes	Positive	+9.7%	Appointed new directors and CFO focused on Kingking development.
Jun 27	AGM results	Positive	+31.8%	AGM approved all resolutions and highlighted project reserve metrics.

Pattern Detected

Recent news, including financings, governance updates, and project studies, has generally been followed by strong positive price reactions.

Recent Company History

Over the last six months, St. Augustine issued multiple private placement announcements, leadership changes, and key updates on the Kingking Copper-Gold Project. Events such as the updated PFS with a post-tax NPV of $4.18 billion and shareholder approval of a Paraskevas-led placement were followed by double-digit gains. This closing of a director-led private placement continues the capital-raising and governance themes seen since June 2025.

Market Pulse Summary

This announcement details the closing of a $1,204,500 private placement of 16.5 million units to an ...

Analysis

This announcement details the closing of a $1,204,500 private placement of 16.5 million units to an insider-controlled entity, with warrants exercisable at $0.11 for five years. It follows earlier shareholder approval on September 12, 2025. Historically, private placement and project updates have coincided with strong moves, so investors may monitor future capital decisions, warrant exercises, and progress on development milestones tied to this funding.

Key Terms

private placement, warrants, related party transaction

3 terms

private placement financial

"it has closed the previously announced private placement of $1,204,500 from the sale"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

warrants financial

"each unit comprising one common share and two warrants, each warrant entitling the holder"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

related party transaction regulatory

"As such, this transaction is a related party transaction under Multilateral Instrument"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

AI-generated analysis. Not financial advice.

Manila, Philippines--(Newsfile Corp. - December 11, 2025) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") is pleased to announce that it has closed the previously announced private placement of $1,204,500 from the sale of 16.5 million units, each unit comprising one common share and two warrants, each warrant entitling the holder to subscribe for one additional common share at $0.11 for a period of 5 years, assuming a number of development milestones are met during that period.

Pursuant to the rules of the TSX, non-interested shareholders approved this private placement at a special shareholder meeting held on September 12, 2025. The sole subscriber to this private placement was an entity controlled by Nicolaos Paraskevas, a director and officer of the Company. As such, this transaction is a related party transaction under Multilateral Instrument 61-101. As the dollar value of the transaction is less than 25% of the market capitalization of the Company, the Company relied on exemptions from the valuation requirements under that policy.

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 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:

Nicolaos Paraskevas
Investor and Public Relations Contact
T: +632 77288491
E: info@kingking.ph

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277629

FAQ

How much did St. Augustine (RTLGF) raise in the December 11, 2025 private placement?

St. Augustine raised $1,204,500 from the sale of 16.5 million units.

What did each unit include in St. Augustine's RTLGF private placement?

Each unit included one common share and two warrants exercisable at $0.11 for 5 years, subject to milestones.

Who was the sole subscriber to the St. Augustine (RTLGF) private placement?

The sole subscriber was an entity controlled by Nicolaos Paraskevas, a director and officer of the company.

Did shareholders approve the RTLGF private placement and when?

Yes; non-interested shareholders approved the private placement at a special meeting on September 12, 2025.

Why did St. Augustine rely on exemptions under MI 61-101 for this transaction?

The company relied on exemptions because the dollar value of the related-party transaction was reported as less than 25% of market capitalization.

How many additional shares could be issued if all RTLGF warrants are exercised?

The placement created 33 million warrants (two per unit), each exercisable for one share at $0.11.