STOCK TITAN

St. Augustine Announces Execution of US$30 Million Convertible Note with TVI Resource Development Phils., Inc.

The financing allocates proceeds to Kingking development and repayment of approximately US$10 million owed to Metanoia South.

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

St. Augustine Gold and Copper (RTLGF) entered into an unsecured convertible note with TVI Resource Development Phils. for US$30 million. The note matures nine months after the principal is advanced and bears interest at Term SOFR plus 3.00% annually, payable quarterly. TVI may convert principal and unpaid interest into common shares at C$0.175 per share, using the conversion-date exchange rate.

Proceeds are designated for Kingking project studies and permitting, corporate needs and repayment of approximately US$10 million owed to Metanoia South. TVI is a related party; disinterested shareholders approved the financing, while TSX approval remains conditional.

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4 points · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

  • Major pointUS$30 million unsecured note provides financing from TVI Resource Development Phils. 19% of market cap
  • Moderate pointDisinterested shareholder approval secured approximately 99.63% support among votes cast on 26 June 2026.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Kingking funding is designated for completing the definitive feasibility study, related technical studies and permitting.
  • Minor point. Forward-looking: it has not happened yet and may not happen.Approximately US$10 million of proceeds is designated to repay debt owed to Metanoia South.

Negative

  • Major point. Forward-looking: it has not happened yet and may not happen.Conversion at C$0.175 per share permits TVI to exchange principal and unpaid interest, diluting existing holders.
  • Minor pointNine-month maturity follows advancement of principal, unless extended by mutual agreement.
  • Minor pointTerm SOFR plus 3.00% annual interest is payable quarterly.
  • Minor pointTSX conditional approval remains subject to fulfillment of all Exchange requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Manila, Philippines--(Newsfile Corp. - November 12, 2026) - St. Augustine Gold and Copper Limited (TSX: SAU) ("St. Augustine" or the "Company") announces that it has entered into an unsecured convertible note in the principal amount of US$30,000,000 (the "Note") with TVI Resource Development Phils., Inc. ("TVI").

The Note matures nine months from the date the principal is advanced, unless extended by mutual agreement, and bears interest at Term SOFR plus 3.00% per annum, payable quarterly. TVI may elect to convert all or part of the principal and any accrued and unpaid interest into common shares of the Company at a conversion price of C$0.175 per share, being the closing price of the Company's shares on the Toronto Stock Exchange (the "TSX") on 26 June 2026, the date of the Company's annual general meeting at which shareholders approved the financing]. For conversion, amounts outstanding under the Note will be translated from United States dollars into Canadian dollars at the exchange rate on the conversion date.

The proceeds of the Note will be used to advance the Kingking Copper-Gold Project (the "Project"), including completion of the definitive feasibility study and related technical studies and permitting; for operating and corporate expenses and general working capital; and to repay approximately US$10,000,000 owing by the Company to Metanoia South Pte. Ltd. Further details are set out in the Company's Management Information Circular dated 18 May 2026, available on SEDAR+ at www.sedarplus.ca.

Related party and approvals

TVI is a related party of the Company because Manuel Paolo A. Villar, the President and Chief Executive Officer of the Company, is the controlling shareholder and an officer of TVI, and other officers and directors of the Company hold similar positions with TVI. The Company's entry into the convertible note financing with TVI was approved by the Company's disinterested shareholders at the annual general meeting held on 26 June 2026, with approximately 99.63% of the votes cast by disinterested shareholders in favour.

The TSX has conditionally approved this private placement, subject to the Company fulfilling all of the requirements of the Exchange. The Note, and any common shares issued on conversion, are subject to a hold period expiring four months and one day after the date of issuance of the Note, in accordance with applicable securities laws.

About St. Augustine

St. Augustine (SAU) is a TSX-listed mining company focused on the development of the Kingking 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, including statements regarding the advance of funds under the Note, the use of proceeds and any conversion of the Note. 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. 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, 2026 and filed with Canadian securities regulatory authorities on the SEDAR+ website at www.sedarplus.ca. You should not place undue importance on forward-looking information. 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:

Raymond Ricafort
Investor and Public Relations Contact
+632 77288491
E: Raymond.Ricafort@kingking.ph
Info@kingking.ph

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/323684

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of St. Augustine's US$30 million convertible note?

The US$30 million unsecured note matures nine months after principal is advanced, unless mutually extended, and pays quarterly interest at Term SOFR plus 3.00% annually. TVI may convert principal and accrued unpaid interest at C$0.175 per share, with outstanding US-dollar amounts translated into Canadian dollars at the conversion-date exchange rate.

What hold period applies to St. Augustine's convertible note and conversion shares?

The note and any common shares issued on conversion are subject to a hold period expiring four months and one day after the note's issuance date.

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